ˆ˜˚˙ˇˆ˜˝ ˚ ˘ ˜˘ - ShareData · The booklet containing the AGM notice also includes the...

ANNUAL FINANCIAL STATEMENTS

30 JUNE 2014

GRO

WTH

POIN

T PROPERTIES

Annual Financial Statem

ents 2014

The Place, 1 Sandton Drive, Sandton, Gauteng, 2196, South AfricaTel: +27 (0) 11 944 6000, Fax: +27 (0) 11 944 6005 PO Box 78949, Sandton, 2146, South AfricaDocex: 48 Sandton [email protected]

WWW.GrOWThPOinT.cO.zA

TRADE CENTRE, UmhlANgA

GREYMATTER & FINCH # 8052

CONTACT DETAILS

[email protected] twitter.com/growthpointwww.growthpoint.co.za facebook.com/growthpoint

Johannesburg officePhysical address: The Place, 1 Sandton Drive, Sandton, 2196 Postal address: PO Box 78949, Sandton, 2146 Switchboard tel: +27 (0) 11 944 6000 General fax: +27 (0) 11 944 6005

Durban officePhysical address: 4th Floor, Lincoln On The Lake, 2 The High Street, Parkside, Umhlanga Ridge, KwaZulu-Natal, 4319 Postal address: PO Box 1330, Umhlanga Rocks, 4320 Switchboard tel: +27 (0) 31 584 5100 General fax: +27 (0) 31 584 5110

Cape Town officePhysical address: 2nd Floor MontClare Place, Main Road, Claremont, 7700Postal address: PO Box 44392, Claremont, 7735Switchboard tel: +27 (0) 21 673 8400General fax: +27 (0) 21 679 8405/06

growthpoint Australia officePhysical address: Level 22, 357 Collins Street, Melbourne, Victoria 3000, AustraliaSwitchboard tel: +61 (0) 3 8681 2900General fax: +61 (0) 3 8681 2910Email: [email protected]

1Growthpoint Properties Limited Annual Financial Statements 2014

ABOUT THIS REPORT

AnnUAl fInAncIAl STATEmEnTSDirectors’ responsibility statement ........................................... 06Declaration by Company Secretary .......................................... 06Report of the Audit Committee ................................................. 07Directors’ Report ........................................................................... 08Special resolutions ........................................................................ 13Independent Auditor’s Report .................................................... 17Accounting policies .......................................................................18Statement of profit or loss and other comprehensive income .............................................................................................26Statement of financial position ..................................................27Statement of changes in equity ................................................. 28Statement of cash flows ..............................................................29Segmental analysis ....................................................................... 30Notes to the financial statements .............................................34

PROPERTy PORTfOlIOProperty portfolio summary ....................................................... 74Property portfolio detail ............................................................. 76

GEnERAl InfORmATIOnShareholders’ analysis ..................................................................96Shareholders’ information ...........................................................98Directorate and administration ..................................................99Contact details ...............................................................................IBC

THE TOWERS, SandTOn (CO-OWnEd WITH ZEnPROP)


ABOUT THIS REPORT

These consolidated financial statements have been audited by KPMG Inc. in compliance with s30 of the Companies Act 2008, as amended, and the preparation of the consolidated financial statements has been supervised by Gerald Völkel CA(SA), Growthpoint’s Financial Director. These consolidated annual financial statements require publication by 30 September 2014. The complete annual financial statements and integrated annual report of the company and Group for the financial years ended 30 June 2014 and 2013 may be obtained:• from the Transfer Secretaries, Computershare Investor Services (Pty) Ltd, Ground Floor, 70 Marshall Street,

Johannesburg, 2001, or• fromthecompany’swebsiteat:www.growthpoint.co.za,or• byrequestfromthecompany.


30 JUNE 2014

notice of and proxy for annual general meeting and summarised audited

financial statements30 JUNE 2014

Growthpoint’s reporting consists of

ABOUT THIS REPORTIn preparing this report we have endeavoured to present a holistic and integrated representation of the company’s performance in terms of both its profitability and its long-term sustainability. This report aims to inform our stakeholders about the objectives and strategies of the company, as well as its performance with regard to financial, human and environmental issues.

RePoRTS

AnnuAl FinAnciAl StAtementS (AFS)The statutory annual financial statements prepared in accordance with International Financial Reporting Standards(IFRS),JSEListingsRequirementsandtherequirementsoftheCompaniesAct2008,asamended.

AGm noticeThe booklet containing the AGM notice also includes the summarised audited AFS for FY14, relevant extracts from the IAR supporting the notice and the report to shareholders by the Social, ethics and Transformation Committee.

inteGrAted AnnuAl report (iAr)Incorporating an overview of our organisation, key operational matters, our strategic intent, performance reviews including reports from our Chairman, Chief executive officer and Financial Director, sectoral reviews, corporate social responsibility, corporate governance and risk management.

The integrated annual report should be read together with the statutory annual financial statements, which combined provide a complete overview of Growthpoint’s performance and prospects.

dISCOVERY, SandTOn

LInCOLn On THE LaKE, umHLanga


Directors’ responsibility statement 06

Declaration by company secretary 06

report of the auDit committee 07

Directors’ report 08

special resolutions 13

inDepenDent auDitor’s report 17

accounting policies 18

statement of profit or loss anD other comprehensive income 26

statement of financial position 27

statement of changes in equity 28

statement of cash flows 29

segmental analysis 30

notes to the financial statements 34

6


The directors are responsible for the preparation and fair presentation of the consolidated annual financial statements of Growthpoint Properties Limited.Thesefinancialstatementscomprisethefollowing:• Statement of profit or loss and other comprehensive income for the year

ended 30 June 2014• Statement of financial position at 30 June 2014• Statement of changes in equity for the year ended 30 June 2014• Statement of cash flows for the year ended 30 June 2014• Notes to the financial statements, which include a summary of significant

accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards and the requirements of the Companies Act, 71 of 2008, as amended. In addition, the directors areresponsible for preparing the Directors’ Report.

The directors are also responsible for such internal control as they may determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management, as well as the preparation of the supplementary schedules included in these financial statements.

The directors have made an assessment of the ability of the company and its subsidiaries to continue as going concerns and have no reason to believe that the businesses will not be going concerns in the year ahead.

The auditor is responsible for reporting on whether the consolidated financial statements are fairly presented in accordance with the applicable financial reporting framework.

ApprovAl oF Group AnnuAl FinAnciAl StAtementSThe consolidated annual financial statements of Growthpoint Properties Limited,asidentifiedinthefirstparagraph,wereapprovedbytheBoardofDirectors on 26 August 2014 and are signed on their behalf by:

Ln Sasse JF maraisChief Executive Officer Chairman

26 August 2014 26 August 2014Sandton Sandton

DIREcTORS’ RESPOnSIBIlITy STATEmEnT

DEclARATIOn By cOmPAny SEcRETARy

In terms of s88(2)(e) of the Companies Act 2008, as amended (the Act), I hereby certify that the company has filed the required returns and notices in terms of the Act in respect of the financial year ended 30 June 2014 and that, to the best of my knowledge and belief, all such returns and notices are true, correct and up to date.

Ra KrabbenhöftCompany Secretary

26 August 2014Sandton


DIREcTORS’ RESPOnSIBIlITy STATEmEnT/DEclARATIOn By cOmPAny SEcRETARy/REPORT Of THE AUDIT cOmmITTEE

REPORT Of THE AUDIT cOmmITTEE

The activities of the Audit Committee (the Committee) are determined by its terms of reference. The Committee considers that it has adequately performed its functions in terms of its mandate, the King Code of GovernancePrinciplesforSouthAfrica2009,andtheCompaniesAct,71of2008, as amended.

The Committee carried out its duties by reviewing the following on a quarterly basis:• internal audit reports • financial management reports• dashboard reflecting key financial, property and operational information/

indicators• information technology reports pertaining specifically to financial

reporting related matters• annual returns and tax status reports• external audit reports• Risk Management Committee minutes.

The aforementioned information, together with the interactions with persons attending the meetings in an ex officio capacity, collectively enabled the Committee to conclude that the systems of internal financial control had been designed effectively and were operating effectively during the financial period under review.

Furthermore, the Committee is satisfied:• with the independence of the external auditor, including the provision of

non-audit services and compliance with the company policy in this regard. The external auditor attended all meetings of the Committee

• with the terms, nature, scope and proposed fee of the external auditor for the financial year ended 30 June 2014

• with the annual financial statements and the accounting practices utilised in the preparation thereof and have recommended the financial statementsforapprovaltotheBoard

• with the company’s continuing viability as a going concern, which it has reportedtotheBoardforitsdeliberation,and

• that the company’s Financial Director had the necessary expertise and experience to carry out his duties.

No concerns or complaints were received from within or outside the Group relating to accounting practices and internal financial controls, and the content or auditing of the company’s financial statements.

The Committee assesses its performance on an annual basis to determine whether or not it had delivered on its mandate and continuously enhanced its contribution to the Board.The assessment takes the form of a questionnaire, which is independently completed by each member of the Committee. The composition of the self-assessment questionnaire, as well as the consolidation of the related results, is the responsibility of the Company Secretary in conjunction with the Head of Internal Audit and Risk Management.

La FinlayAudit Committee Chairman

26 August 2014Sandton

8


DIREcTORS’ REPORT

The directors are pleased to present their 26th annual report which forms part of the annual financial statements for the year ended 30 June 2014.

nAture oF buSineSSOn1July2013,GrowthpointconvertedfromaPropertyLoanStockcompanyto a Real estate Investment Trust (ReIT), which status was granted by the JSe in accordance with the ReIT provisions contained in section 13 of the JSEListingsRequirements.

Growthpoint’s listingontheJSE (ISINcode:ZAE000179420) is intheSector: Financial Services – Real estate Investment Trusts (Diversified ReITs).

The primary business of Growthpoint is long-term investment in quality, rental-generating properties which are maintained and upgraded or refurbished as necessary, so as to increase the long-term value of the property assets.

As at 30 June 2014, Growthpoint’s property portfolio comprised 436 owned and managed properties in the South African Industrial, office and Retail sectors valued at R49,4 billion (2013: R39,1 billion). More information on the nature of the business of these sectors is reported on separately in the IAR as at 30 June 2014.

In addition, Growthpoint has a 50% shareholding in properties owned byV&AWaterfrontHoldings(Pty)LtdinCapeTown,withpropertyassetstotalling R11,9 billion (2013: R11,1 billion) as part of a joint arrangement with the Government employees’ Pension Fund (GePF) represented by the PublicInvestmentCorporationLimited(SOC)(PIC),andholdsamajoritystake of 64.0% (2013: 65.8%) in Growthpoint Properties Australia, listed on the Australian Securities exchange (ASX) as an A-ReIT (Code: GoZ), which owns 51 properties valued at AUD2,1 billion (ZAR: 20,9 billion) as at 30 June 2014.

reGulAtionAs a ReIT, the company is regulated by the JSe.

ShAre cApitAlThe number of authorised ordinary shares of no par value is 4 000 000 000. Asat30June2014therewere2284908257ordinarysharesofnoparvalue in issue.

The following share issues were effected during the financial year ended 30 June 2014:• 25 September 2013: 44 407 161 shares pursuant to elections of the

dividend re-investment alternative offered in respect of the final 2013 dividendof76.30centspershare,issuedatapriceofR22.00pershare,at a 4.4% discount to the five-day volume weighted average price (ex-distribution) as at the close of business on Thursday, 5 September 2013.

• 2 January 2014: 15 855 821 shares at R25.00 per share as part-consideration for the acquisition of 100% of the issued shares of Abseq Properties(Pty)Ltd,witheffectfrom1January2014.

• On3and19March2014,respectively,87593241sharesand5683415sharesatR27.00pershare as part-consideration for the acquisition of 100%oftheissuedsharesofTiberPropertyGroup(Pty)Ltdwitheffectfrom 1 March 2014.

• 1 April 2014: 48 664 034 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the interim 2014 dividend of78.50centspershareforthesix-monthperiodended31December2013.These shares were issued at a price of R21.50 per share, at a 3.8% discount to the five-day volume weighted average price (ex-distribution) as at the close of business on Wednesday, 12 March 2014.

• From 23 April 2014, up to and including 19 May 2014, a total of 191 146 257 shares in vendor placings at R24.36 per share, for theacquisition of interests of 34.9% in Acucap Properties Limited and31.50% in Sycom Property Fund, which interests at 30 June 2014 stood at 34.9% (Acucap) and 31.5% (Sycom). As at the date of this report: 34.75%(Acucap)and15.0%(Sycom).On1September2014,Growthpointissued3792120sharesatR25.00

per share as part consideration for its acquisition of the remaining 50% interest in properties owned by the Truzen 75Trust plus the remaining50% of the issued shares of erven 99 and 100 Parktown Township Share BlockCompany(Pty)Ltd.

dividend policyThe company declares and pays an interim and a final dividend in respect of each financial year (see shareholders’ information on page 98 of these annual financial statements).

In considering the payment of dividends, the Board,with theAuditCommittee’s assurance, takes the following into account:• the financial status of the company as at the end of the first and second

six months of the financial year, subject to solvency and liquidity testing as required by the Act; and

• the capital commitments of the company and its funding requirements.

FinAl And interim dividendSTheBoardhasdeclaredfinalandinterimdividendsinrespectofthefinancialyear ended 30 June 2014, as follows:

dividend

gross amount per share

cents

Interim (3 March 2014) 78.50Final (26 August 2014) 82.80

Total 161.30

These dividends have been declared from distributable earnings and meet the requirements of a ReIT “qualifying distribution” for purposes of section25BBoftheIncomeTaxAct,No58of1962(asamended).


DIREcTORS’ REPORT

intereSt in SubSidiArieS

Investment – 2014 Investment – 2013

Issued capital

RmShares

RmLoan

RmShares

RmLoan

Rm

SubsidiariesAbseqProperties(Pty)Ltd – 425 912 – –ChangingTides5(Pty)Ltd – – – – –ComplexInvestments(Pty)Ltd – – – – –Erf4of8Sandown(Pty)Ltd – – – – –FernsInvestments(Pty)Ltd – – – – –GrowthpointBuildingManagers(Pty)Ltd – – – – –GrowthpointManagementServices(Pty)Ltd – 21 2 044 – 1 404Growthpoint Properties Australia* 10 017 8 269 281 5744 208GrowthpointSecuritySPVNumber1(Pty)Ltd – – – – –GrowthpointSecuritySPVNumber2(Pty)Ltd – – – – –GrowthpointSecuritySPVNumber3(Pty)Ltd – – – – –HighwayPropertiesHoughton(Pty)Ltd – – – – –InclubProperties(Pty)Ltd – 202 406 – –KilkishenInvestments(Pty)Ltd – – – – –Majorshelf184(Pty)Ltd – – – – (120)MetboardPropertiesLimited 849 3 048 946 2763 1067NewHeights344(Pty)Ltd – – – –ParamountPropertyFundLimited 240 2 723 296 2 399 544Scopefull157(Pty)Ltd – – – – (13)Skillfull82(Pty)Ltd – 4 3 23 –Skillfull115(Pty)Ltd – – – – –Stand1135Houghton(Pty)Ltd – 2 927 356 – –TiberPropertyGroup(Pty)Ltd – – – – –TuinwegPropertyInvestments(Pty)Ltd(Namibia)** 13 203WitkoppenCorner(Pty)Ltd – – – – –

Total 11 106 17 619 5 244 10 942 3 293

* This includes Growthpoint Properties Australia Limited and Growthpoint Properties Australia Trust, together being a stapled group. Growthpoint Properties Australia Limited is the responsible entity for Growthpoint Properties Australia Trust.

** Sold 1 November 2013.

intereSt AS veSted beneFiciAry oF A truSt

2014 Rm

2013 Rm

Profit before taxation 1 228 1763

Fair value adjustments included in profit before taxation 468 1 020

Investment property at fair value 9 727 9 106

The Growthpoint Securitisation Warehouse Trust (the Trust) holds a portfolio of properties, which serves as security for funds raised by Growthpoint from time to time. In terms of the Trust Deed, Growthpoint is the sole beneficiary of income and capital gains held by the Trust.

Accordingly, the statement of financial position and statement of profit or loss and other comprehensive income of the Trust are consolidated in the Group financial statements.

The table to the right shows the salient financial results and position of the Trust for the year ended 30 June 2014.

10


AcquiSitionS And inveStmentSGrowthpoint acquired 100% of the issued shares in Abseq Properties (Pty)LtdfromEquityEstates(Pty)Ltd,witheffectfrom1January2014,fora total net consideration of R360 million, settled by new Growthpoint shares issued. Growthpoint also acquired 100% of the issued shares in Tiber PropertyGroup (Pty) Ltd from theTiber Group, with effect from 1 March 2014, for a total net consideration of R4,2 billion, partly settled by new Growthpoint shares issued.

In the Tiber acquisition, Growthpoint acquired 38 properties and letting enterprises, the management business of the Tiber Group, as well as some undeveloped bulk and shares and claims in certain joint venture companies and share block companies.

In the Abseq acquisition, Growthpoint acquired 17 properties andletting enterprises, and the property administration business from equity Estates(Pty)Ltd.

Growthpoint made further investments in its subsidiary Growthpoint PropertiesAustraliaLtdasfollows:

date nature Shares Rm

30 August 2013 DRIP 9 997 839 21511 December 2013 Rights offer 27 094 881 61728 February 2014 DRIP 10 399 920 23430 June 2014 Rights offer 33 351 932 805

The company acquired a strategic holding in Acucap/Sycom, as detailed under “share capital” in the Directors’ Report.

mAnAGement And AdminiStrAtionGrowthpoint Management Services (Pty) Ltd (GMS) is a wholly ownedsubsidiary of Growthpoint and has been responsible, in terms of a management agreement, for Growthpoint’s property, fund management and administration services since 1 July 2007. GMS employed 528 (2013: 457) employeesnationally as at 30 June 2014. This included 69 employees taken on from Abseq and Tiber.

SubSequent eventS Information on material events which occurred after 30 June 2014 is included on page 59 of these annual financial statements.

remunerAtion policyGrowthpoint’s remuneration policy is incorporated in the 2014 IAR, which will be tabled at the annual general meeting on 18 November 2014. It includes the policy on non-executive directors’ fees.

cApitAl commitmentSDetailsareincludedonpage57oftheseannualfinancialstatements.

directorS And compAny SecretAryBriefcurricula vitae of the directors and the Company Secretary have been included in the IAR for the year ended 30 June 2014.

Growthpoint’s Financial Director was assessed by the Audit Committee (as is done annually) to be appropriately qualified and experienced for the position.

The appointments of Messrs Völkel and Mngconkola on 1 February 2013 and 13 November 2012 respectively, were confirmed at the annual general meeting on 12 November 2013.

MrStrydomretiredfromtheBoardaftertheannualgeneralmeetingwith effect from the close of business on 12 November 2013.

MrSteynwillretirefromtheBoardattheannualgeneralmeetingtobeheld on 18 November 2014, with effect from the close of business on that day.

The directors to retire by rotation and, being eligible, hold themselves available for re-election at the annual general meeting on 18 November 2014, are as follows:• Mr HS Herman• Mr JF Marais• Mr R Moonsamy• Mr FJ Visser

TheBoard recommendsMsLAFinlayfor re-electionasChairmanofthe Audit Committee.


Directors’ report coNtiNUeD

Directors’ interests in orDinary shares as at 30 June 2014

Beneficial Non-beneficial Total

Director Direct Indirect

EK de Klerk – 1 126 333 1 126 333EK de Klerk: Staff Incentive Scheme options 2009 31 985 – – 31 985EK de Klerk: Staff Incentive Scheme options 2010 55 864 – - 55 864EK de Klerk: Staff Incentive Scheme options 2011 86 065 – – 86 065EK de Klerk: Staff Incentive Scheme options 2012 238 126 – – 238 126EK de Klerk: Staff Incentive Scheme options 2012 51 920 – – 51 920EK de Klerk: Deferred Staff Incentive Scheme options 2013 145 047 – – 145 047MG Diliza – – 36 999 547 36 999 547

MG Diliza – – 34 363 333# 34 363 333MG Diliza – – 2 636 214 2 636 214

PH Fechter – 1 338 504 3 109 535* 4 448 039LA Finlay 79 636 – – 79 636JC Hayward 72 967 – – 72 967HS Herman 150 000 – – 150 000JF Marais – 100 279* – 100 279HSP Mashaba – 2 475 000# – 2 475 000R Moonsamy – – – –LN Sasse 1 568 625 – – 1 568 625LN Sasse: Staff Incentive Scheme options 2009 70 322 – – 70 322LN Sasse: Staff Incentive Scheme options 2010 122 727 – – 122 727LN Sasse: Staff Incentive Scheme options 2011 188 524 – – 188 524LN Sasse: Staff Incentive Scheme options 2012 449 208 – – 449 208LN Sasse: Staff Incentive Scheme options 2012 64 902 – – 64 902LN Sasse: Deferred Staff Incentive Scheme options 2013 215 499 – – 215 499G Völkel: Deferred Staff Incentive Scheme options 2013 20 721 – – 20 721

Directors’ interests in orDinary shares as at 30 June 2013

Beneficial Non-beneficial Total

Director Direct Indirect

EK de Klerk – 812 764 – 812 764EK de Klerk: Staff Incentive Scheme options 2009 63 033 – – 63 033EK de Klerk: Staff Incentive Scheme options 2010 95 955 – – 95 955EK de Klerk: Staff Incentive Scheme options 2011 111 730 – – 111 730EK de Klerk: Staff Incentive Scheme options 2012 114 754 – – 114 754EK de Klerk: Staff Incentive Scheme options 2012 476 246 – – 476 246EK de Klerk: Deferred Staff Incentive Scheme options 2013 77 882 – – 77 882MG Diliza – – 24 158 700 24 158 700

MG Diliza – – 21 900 000# 21 900 000MG Diliza – – 2 258 700 2 258 700

PH Fechter – 1 291 355 3 000 000* 4 291 355LA Finlay 74 256 – – 74 256JC Hayward 68 038 – – 68 038HS Herman – 126 970 – 126 970JF Marais – 77 451* – 77 451HSP Mashaba – 9 900 000# – 9 900 000R Moonsamy – 13 333 333# – 13 333 333LN Sasse 914 625 – – 914 625LN Sasse: Staff Incentive Scheme options 2009 137 172 – – 137 172LN Sasse: Staff Incentive Scheme options 2010 210 965 – – 210 965LN Sasse: Staff Incentive Scheme options 2011 245 454 – – 245 454LN Sasse: Staff Incentive Scheme options 2012 251 366 – – 251 366LN Sasse: Staff Incentive Scheme options 2012 898 416 – – 898 416LN Sasse: Deferred Staff Incentive Scheme options 2013 97 352 – – 97 352G Völkel: Deferred Staff Incentive Scheme options 2013 – – – –# BEE interests* Associate: Family Trust

12


Directors’ transactions During the financial year enDeD 30 June 2014

Director DateNumber of

shares Purchase/salePrice per share

(R)

EK de Klerk 25 September 2013 28 184 Distribution re-investment 22.001 October 2013 145 047 Deferred Staff Incentive Scheme options 24.134 December 2013 (190 227) On-market sale of securities 23.454 December 2013 285 383 Off-market acquisition of securities 23.411 April 2014 2 400 000 Retention Scheme Award (reducing strike price option) 11.43

MG Diliza 1 July 2013 4 903 603# Increase in interest in Miganu nil25 September 2013 3 467 Distribution re-investment 22.001 April 2014 3 777 Distribution re-investment 21.503 March 2014 7 930 000# Increase in interest in Miganu (BEE 1 rationalisation) 21.50

LA Finlay 25 September 2013 2 575 Distribution re-investment 22.001 April 2014 2 805 Distribution re-investment 21.50

PH Fechter 1 April 2014 109 535* Distribution re-investment 21.501 April 2014 47 149 Distribution re-investment (CFDs) 21.50

JC Hayward 25 September 2013 2 359 Distribution re-investment 22.00 1 April 2014 2 570 Distribution re-investment 21.50

HS Herman 25 September 2013 4 403 Distribution re-investment 22.0019 November 2013 8 627 On-market acquisition of securities 24.751 April 2014 4 888 On-market acquisition of securities 24.471 April 2014 5 112 Distribution re-investment 21.50

JF Marais 1 April 2014 2 828* Distribution re-investment 21.5014 May 2014 20 000* On-market acquisition of securities 24.62

HSP Mashaba 1 July 2013 (7 425 000) Off-market sale of securities 21.50

R Moonsamy 28 June 2013 (13 333 333) Off-market sale by associate (Unipalm) 21.50

LN Sasse 25 September 2013 31 716 Distribution re-investment 22.001 October 2013 215 499 Deferred Staff Incentive Scheme options 24.1310 December 2013 (378 017) On-market sale of securities 23.1910 December 2013 567 026 Off-market acquisition of securities 23.371 April 2014 55 256 Distribution re-investment 21.501 April 2014 4 000 000 Retention Scheme Award (reducing strike price option) 11.43

G Völkel 1 October 2013 20 721 Deferred Staff Incentive Scheme options 24.13

unvesteD options granteD to executive Directors

Vesting dates Balance 1 Sep 14 1 Sep 15 1 Sep 16

2009 optionsLN Sasse 70 322 70 322 – –EK de Klerk 31 985 31 985 – –

2010 options LN Sasse 122 727 61 364 61 363 –EK de Klerk 55 864 27 933 27 932 –

2011 optionsLN Sasse 188 524 62 842 62 841 62 842 EK de Klerk 86 065 28 688 28 689 28 688

2012 options LN Sasse 449 208 224 604 224 604 –EK de Klerk 238 126 119 062 119 061 –

2012 optionsLN Sasse 64 902 32 450 32 451 –EK de Klerk 51 920 25 960 25 962 –

2013 options LN Sasse 215 499 71 832 71 832 71 835 EK de Klerk 145 047 48 349 48 349 48 349 G Völkel 20 721 6 907 6 907 6 907

retention scheMe unvesteD options granteD to executive Directors

Vesting dates Balance 1 Apr 16 1 Apr 17 1 Apr 18 1 Apr 19 1 Apr 20 1 Apr 21 1 Apr 22

LN Sasse 4 000 000 400 000 400 000 800 000 800 000 800 000 400 000 400 000EK de Klerk 2 400 000 240 000 240 000 480 000 480 000 480 000 240 000 240 000


SPEcIAl RESOlUTIOnS

SPEcIAl RESOlUTIOnS

The following special resolutions were passed by Growthpoint and its subsidiaries during the financial year ended 30 June 2014 and have been filed with the Companies and Intellectual Property Commission (CIPC), where required:

Company nature of special resolutions date filed

GrowthpointPropertiesLimited

10 OCTOBER 2013Special resolution 1ApprovalforthecompanyorGrowthpointManagementServices(Pty)Ltd(GMS),bywayofaspecificauthority,intermsoftheCompaniesAct,71of2008,asamended(hereinafterreferredto as theCompaniesAct), the JSE Limited Listings Requirements and paragraph 38 of thecompany’s Memorandum of Incorporation, to acquire 16 983 333 Growthpoint shares from UnipalmInvestmentHoldingsLimited(Unipalm),throughQuickLeapInvestments429(Pty)Ltd,atR21.50perGrowthpointshare,includinganagterskotofR1.00perGrowthpointshareifthe 15-day volume-weighted average price (VWAP) reaches or exceeds R30.00 within 18 months after the closing date, being two business days after the fulfilment of the suspensive conditions, and the underwriting of costs to ensure the proceeds distributed to Unipalm are no less than R241 425 000 (before taking into account dividend withholding tax, if any) upon the binding legal agreement entered into with Unipalm, and any amendments thereto.

Special resolution 2Specific authority for the company or GMS, in terms of the Companies Act as amended, the JSe ListingsRequirementsandparagraph38ofthecompany’sMemorandumofIncorporation,toacquire 8 500 000 Growthpoint shares at R21.50 per Growthpoint share, from Phatsima Properties(Pty)Ltd(Phatsima)onthetermsandconditionsassetoutinthePhatsimasharerepurchase agreement.

n/a

12 nOVEmBER 2013Special resolution 1In terms of section 66(9) of the Companies Act, approval of the remuneration for the non-executive directors for the financial year ending 30 June 2014.

Special resolution 2The approval of loans and/or the provision of financial assistance to related or inter-related companies as defined in the Companies Act and approval of any direct or indirect provision of financial assistance by the company by way of inter-company loans or in any other form, during thetwo-yearperiodending11November2015beapprovedandthattheBoardofthecompanybe and is hereby authorised and empowered to give effect to any such financial assistance.

Special resolution 3Authorisation of the company or any of its subsidiaries, by way of general approval, to acquire ordinary shares issued by the company, in terms of the Companies Act, the company’s MemorandumofIncorporationandtherulesandrequirementsoftheJSELtd.

n/a

MetboardPropertiesLimited

2 SEPTEmBER 2013Approval of loans and/or the provision of financial assistance as contemplated in terms of sections 44 and 45(3)(a)(ii) of the Companies Act to any holding company, subsidiary/ fellow subsidiary, associated company or other entity within the Growthpoint Group, including joint venture companies and related trusts, together with employee share trusts established for Growthpoint employees.

n/a

14



Paramount Property Fund Limited

2 SEPTEmBER 2013Approval of loans and/or the provision of financial assistance as contemplated in terms of sections 44 and 45(3)(a)(ii) of the Companies Act to any holding company, subsidiary/ fellow subsidiary, associated company or other entity within the Growthpoint Group, including joint venture companies and related trusts, together with employee share trusts established for Growthpoint employees.

n/a

ChangingTides5(Pty)Ltd

1 nOVEmBER 2013Approval of loans and/or the provision of financial assistance as contemplated in terms of sections 44 and 45(3)(a)(ii) of the Companies Act to any holding company, subsidiary/ fellow subsidiary, associated company or other entity within the Growthpoint Group, including joint venture companies and related trusts, together with employee share trusts established for Growthpoint employees.

n/a

ComplexInvestments(Pty)Ltd

5 dECEmBER 2013Special resolution 1Approval of non-executive directors’ fees in respect of the financial year ended 30 June 2014.

Special resolution 2Approval of loans and/or the provision of financial assistance as contemplated in terms of sections 44 and 45(3)(a)(ii) of the Companies Act to any related or inter-related company.

n/a

Down House Investments (Pty)Ltd(50:50JV)

3 maRCH 2014The issue of 100 (one hundred) new ordinary shares, representing 50 % of the issued shares in thecompany,toGrowthpointManagementServices(Pty)Ltd.

n/a

GrowthpointBuilding Managers(Pty)Ltd

1 nOVEmBER 2013The approval of loans and/or the provision of financial assistance as contemplated in terms of sections 44 and 45(3)(a)(ii) of the Companies Act to any holding company, subsidiary/ fellow subsidiary, associated company or other entity within the Growthpoint Group, including joint venture companies and related trusts, together with employee share trusts established for Growthpoint employees.

n/a

Growthpoint Management Services(Pty)Ltd

30 SEPTEmBER 2013The approval of loans and/or the provision of financial assistance as contemplated in terms of sections 44 and 45(3)(a)(ii) of the Companies Act to any holding company, subsidiary/ fellow subsidiary, associated company or other entity within the Growthpoint Group, including joint venture companies and related trusts, together with employee share trusts established for Growthpoint employees.

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Growthpoint Security SPV Number1(Pty)Ltd


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KilkishenInvestments(Pty)Ltd



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SPEcIAl RESOlUTIOnS cOnTInUED


Majorshelf184(Pty)Ltd


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NewHeights344(Pty)Ltd

1 nOVEmBER 2013 Approval of loans and/or the provision of financial assistance as contemplated in terms of sections 44 and 45(3)(a)(ii) of the Companies Act to any holding company, subsidiary/ fellow subsidiary, associated company or other entity within the Growthpoint Group, including joint venture companies and related trusts, together with employee share trusts established for Growthpoint employees.

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Remaining extent of erf 241 SandownShareBlock(Pty)Ltd(50:50 JV)

23 OCTOBER 2013Special resolution 1Authorisation for the company, in terms of section 14 of the Share Blocks Control Act,No. 59 of 1980, to enter into a loan agreement, borrower cession, first covering mortgage bond, secondcoveringmortgagebond,TruzenaddendumandTiberaddenduminrespectoffundingprovidedby InvestecBank Limitedfor the completionof the constructionofofficesontheRemainder of erf 241 Sandhurst, extension 3 Township, Province of Gauteng (the property).

Special resolution 2Intermsofsections8(c)and14oftheShareBlocksControlAct,No.59of1980,andassecurityfortheobligationsofthecompanytoInvestecBankLimitedundertheloanagreementreferredto in special resolution number 1, that the company register a second covering mortgage bond in an amount of R150 million over section 3 of the property owned by the company, together with a further amount of R30 million as contingent cover for costs.

17 JunE 2014That the company enter into an amended agreement, amended and restated loan agreement, secondaddendumtousetheagreemententered intobetweenthecompanyandTruzen35Trust, in respect of share block 2B and the second addendum use agreement entered intobetweenthecompanyandTiberPropertyGroup(Pty)Ltd,inrespectofshareblock2A,togetherwith any other documents and/or agreements which may be required, desirable or incidental to increase the development capital amount by an amount of approximately R60 million.

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Scopefull157(Pty)Ltd


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Skillfull82(Pty)Ltd


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Skillfull115(Pty)Ltd


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Stand1135Houghton(Pty)Ltd



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TiberPropertyGroup(Pty)Ltd

1 JuLY 2013Special resolution 1Amendment and extension of a suretyship entered into with Nedbank for no more than R6750000(sixmillionsevenhundredandfiftythousandRand)on16July2010(surety),thecompany’s acceptance by surety in terms of which Rodney Wolmer will be released from his responsibilities in respect of the surety, and the extension of the tenure of the surety to 1 April 2015.

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25 JuLY 2013The amendment of non-executive directors’ fees in respect of the financial year ended 30 June 2014.

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25 SEPTEmBER 2013The entering into of a guarantee and cession, limited to R200 million plus costs, in favour of InvestecBankLimitedinrespectofaloanagreemententeredintowithInvestecforSection2ofRemainder of erf 241, Sandhurst, extension 3 Township.

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17 JunE 2014That the company enter into an amended agreement, an amended and restated loan agreement, secondaddendumuse agreement (TruzenAddendum) in respectof shareblock2B andthesecond addendum use agreement (Tiber Addendum) in respect of share block 2A, together with any other documents and/or agreements which may be required, desirable or incidental to increase the development capital amount by approximately R60 million.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinion In our opinion, these financial statements present fairly, in all material respects, the consolidated financial position of Growthpoint Properties Limitedat30June2014,anditsconsolidatedfinancialperformanceandconsolidated cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

other reportS required by the compAnieS Act As part of our audit of the financial statements for the year ended 30 June 2014, we have read the Directors’ Report, the Declaration by Company Secretary and the Report of the Audit Committee for the purpose of identifying whether there are material inconsistencies between these reports and the audited financial statements. These reports are the responsibilityoftherespectivepreparers.Basedonreadingthesereportswe have not identified material inconsistencies between these reports and the audited financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports.

KPmg Inc.Registered Auditor

Per gS KolbéChartered Accountant (SA)Registered AuditorDirector

26 August 201485 empire RoadParktownJohannesburg

InDEPEnDEnT AUDITOR’S REPORT

InDEPEnDEnT AUDITOR’S REPORT

to the ShAreholderS oF Growthpoint propertieS limitedWe have audited the consolidated financial statements of Growthpoint Properties Limited,which comprise the statementoffinancial position at 30 June 2014, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements which include a summary of significant accounting policies and other explanatory notes, as set out on pages18to71.

directorS’ reSponSibility For the FinAnciAl StAtementS The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’S reSponSibility our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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reportinG entityGrowthpointProperties Limited is a companydomiciled inSouthAfrica. The address of the company’s registered office is The Place, 1 Sandton Drive, Sandton.

The consolidated financial statements include the financial statementsofGrowthpointPropertiesLimited(Growthpointorthecompany), its subsidiary companies and controlled trusts (together referred to as the Group and individually as group companies), the share of the profit or loss and other comprehensive income of equity-accounted investees, and the Group’s share of the assets, liabilities, income, expenses and cash flows of jointly controlled operations. Where reference is made to the “entity”, this means the company or the Group as appropriate in the context.

nAture oF buSineSSGrowthpoint Properties Limited is a Real Estate InvestmentTrust(ReIT) company and is the largest South African listed property company which owns a property portfolio of 436 directly owned properties in South Africa valued at R49,4 billion, 51 properties valued at R20,9 billion through its 64.0% investment in Growthpoint Properties Australia (GoZ), and a 50% interest in the properties of the V&A Waterfront.

From 1 July 2013, Growthpoint became a ReIT company and the existing linked unit capital structure converted to an all-equity capital structure in order to align Growthpoint’s linked unit capital structure with the capital structures of international ReITs.

The primary business of Growthpoint is long-term investment in quality, rental-generating properties. Properties are maintained, upgraded and refurbished, where necessary, so as to increase their long-term value.

bASiS oF prepArAtiona) Statement of compliance The Group financial statements comprise the consolidated financial

statements. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting PracticesCommittee,theJSEListingsRequirements,therequirementsoftheSouthAfricanCompaniesAct,71of2008,asamended,andthe Companies Regulations 2011, and incorporate the principal accounting policies set out below.

except for the new standards adopted as set out below, all accounting policies applied in the preparation of these consolidated financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated financial statements.

Growthpoint adopted the following new standards:• IFRS 10 Consolidated financial statements• IFRS 11 Joint arrangements• IFRS 13 Fair value measurement• Annual improvements to IFRS 2009 – 2011

There was no material impact on the financial statements identified based on management’s assessment of these standards.

The annual financial statements of the company are presented separately from the consolidated financial statements and were

AccOUnTIng POlIcIES

approved by the directors on 26 August 2014, the same date as these financial statements. The separate financial statements are available from the Company Secretary.

b) Basis of measurement The financial statements are prepared on the fair value basis for

investment properties as set out in note 1.3, investment properties reclassified as held for sale as set out in note 1.7, and financialinstruments as set out in note 1.2. other assets, liabilities and equity are stated at historic cost. Fair value adjustments (where applicable) do not affect the calculation of distributable earnings but affect the net asset value per share to the extent that adjustments are made to the carrying values of assets and liabilities.

c) Functional and presentation currency The consolidated financial statements are presented in South

African Rand (Rand), which is the company’s functional currency. All financial information presented in Rand has been rounded to the nearest million.

1. SiGniFicAnt AccountinG policieS1.1 basis of consolidation1.1.1 Accounting for business combinations Acquisitions on or after 1 July 2009 The Group accounts for business combinations on or after 1 July 2009

by applying the acquisition method as at the acquisition date and measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date.

The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration. If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration transferred and recognised in other expenses.

A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.

The Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree.

Transaction costs that the Group incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed as incurred.


AccOUnTInG POlIcIES

Acquisitions between 1 July 2003 and 1 July 2009 For acquisitions between 1 July 2003 and 1 July 2009, goodwill

represents the excess of the cost of the acquisition over the Group’s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, the Group recognised immediately a bargain purchase gain in profit or loss.

The Group capitalised transaction costs in connection with the business combination, other than those associated with the issue of debt or equity interests, as part of the cost of the acquisition.

1.1.2 Accounting for acquisitions of non-controlling interests Acquisitions of non-controlling interests that do not result in a loss

of control are accounted for as transactions with equity holders in their capacity as equity holders and therefore, no goodwill is recognised as a result of such transactions.

1.1.3 Subsidiaries Subsidiaries are those entities controlled by the Group. The financial

results of subsidiaries and controlled trusts are included in the consolidated financial statements from the date that control commences until the date that control ceases.

A list of the Group’s subsidiaries is set out in note 43, related party transactions.

1.1.4 Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise

interests in joint ventures. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Interests in joint ventures are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and the other comprehensive income of equity-accounted investees, until the date on which joint control ceases.

1.1.5 Jointly controlled operations A jointly controlled operation is a joint venture carried on by each

venturer using its own assets in pursuit of the joint operations. Jointly controlled operations are accounted for by including the Group’s share of the jointly controlled assets, liabilities, income, expenses and cash flows on a line-by-line basis in the financial statements from the date that joint control commences until the date that joint control ceases.

1.1.6 Transactions eliminated on consolidation Intra-group balances, transactions and any unrealised gains and

losses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with jointly controlled operations are eliminated to the extent of the Group’s interest in the operation. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

1.2 Financial instruments Financial instruments are contracts that give rise to a financial asset

of one entity, and a financial liability or equity instrument of another entity. All transaction costs relating to “financial instruments at fair

value through profit or loss” are expensed immediately. Any gains or losses on these instruments arising from fair value adjustments, where appropriate, do not affect distributable earnings. The Group recognises financial instruments on the date it commits to purchase or sell such instruments. From this date, any gains and losses in the fair value of the financial assets and financial liabilities are recorded in profit or loss.

Certain financial instruments are designated upon initial recognition as “at fair value through profit or loss” as this eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising gains or losses on them on different bases.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the entity is recognised as a separate asset or liability.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.

1.2.1 Listed investments Listed investments are designated as available-for-sale financial

assets and are initially recognised at fair value plus any directly attributable transaction costs.

Subsequent to initial recognition, they are measured at fair value and changes therein are recognised in other comprehensive income and presented in a non-distributable reserve in equity. When an investment is derecognised, the gain or loss accumulated in equity is reclassified to profit or loss.

1.2.2 Long-term loans Long-termloansareinitiallyrecognisedandsubsequentlymeasured

at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. Interest earned on long-term loans is recognised on an accrual basis using the effective interest method.

1.2.3 Trade and other receivables Trade and other receivables are financial assets with fixed or

determinable payments that are not quoted in an active market, are initially recognised at fair value plus any directly attributable transaction costs and subsequently measured at amortised cost which approximates fair value. An estimate is made for credit losses basedonareviewofalloutstandingamountsatyear-end.Baddebtsare written off to profit or loss during the year in which they are identified. Interest earned on trade receivables is recognised on an accrual basis using the effective interest method.

1.2.4 Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits

with maturities of three months or less from the acquisition date. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value. Cash and cash equivalents are measured at amortised cost, which approximates fair value. Interest earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest method.

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1.2.5 Debentures Debentures, prior to the conversion to a ReIT, were designated as “at

fair value through profit or loss” financial liabilities, with gains or losses being recognised in profit or loss. These instruments were initially recognised at fair value, which was the nominal value less debenture discount, and subsequently measured at fair value. Fair value represented the net asset value attributable to debenture holders after adjusting all other assets and liabilities to fair value (excluding intangible assets). Interest paid on debentures was recognised on an accrual basis using the effective interest method.

1.2.6 Trade payables Trade payables are initially recognised and subsequently measured

at amortised cost which approximates fair value. Interest payable on trade payables is recognised on an accrual basis using the effective interest method.

1.2.7 Derivative financial instruments The Group uses derivative financial instruments to hedge its

exposure to interest rate risk arising from its financing activities and to hedge its exposure to foreign currency risk.

In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, as the hedge relationship is not designated as a hedge for accounting purposes, the derivatives are accounted for as trading instruments.

Derivative financial instruments are initially recognised and subsequently measured at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. Post the conversion to a ReIT, fair value adjustments are transferred to a non-distributable reserve in the statement of changes in equity.

The Group holds interest rate swap and foreign exchange derivative instruments. The fair value of interest rate swaps is the estimated amount that the entity would receive or pay to terminate the swap at the reporting date, taking into account current interest rates and the current creditworthiness of the swap counterparties. The fair value of foreign exchange contracts is valued by discounting the forward rates applied at year-end to the open hedged positions.

1.2.8 Financial liabilities Non-derivative financial liabilities comprising long-term interest-

bearing loans, other than debentures, are initially recognised and subsequently measured at fair value, with gains or losses being recognised in profit or loss. The fair value is estimated by discounting the future cash payments using the market rate applicable at the reporting date. Interest payable on financial liabilities is recognised on an accrual basis using the effective interest method.

1.2.9 Offset Financial assets and financial liabilities are offset and the net

amount presented in the statement of financial position when the Group has a legally enforceable right to offset the recognised amounts, and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

1.3 Investment property Investment property consists of land and buildings, installed

equipment and undeveloped land held to earn rental income for the long term and subsequent capital appreciation.

Properties are initially recognised at cost on acquisition, including all costs directly attributable to the acquisition, and subsequent additions that will result in future economic benefits and whose cost can be measured reliably are capitalised. Investment property under construction is valued at fair value.

Direct costs relating to major capital projects are capitalised until the properties are brought into commercial operation.

Subsequent to initial recognition, investment properties are measured at their fair value. Post the conversion to a ReIT, fair value adjustments are transferred to a non-distributable reserve in the statement of changes in equity.

Investment property is maintained, upgraded and refurbished, where necessary, in order to preserve or improve the capital value as far as it is possible to do so. Maintenance and repairs which neither materially add to the value of the properties nor prolong their useful lives are charged against profit or loss.

Independent valuations are obtained on a rotational basis, ensuring that every property is valued at least once every three years by an external independent valuer. The directors value the remaining properties annually on an open-market basis. The calculations are prepared by considering the aggregate of the net annual rent receivable from the properties and, where relevant, associated costs, using the discounted cash flow method. This method takes projected cash flows and discounts them at a rate which is consistent with comparable market transactions. The discount rates reflect the risks inherent in the net cash flows and are constantly monitored by reference to comparable market transactions. Undeveloped land is valued in terms of the internationally accepted and preferred method of comparison.

Gains or losses on subsequent measurement or disposals of investment properties are recognised in profit or loss. Such gains or losses are excluded from the calculation of distributable earnings.

When properties comprise a portion that is held to earn rental or for capital appreciation, and another portion that is held for use in the production or supply of goods or services or for administrative purposes, then these portions are accounted for separately only if these portions could be sold separately.

If they cannot be sold separately, the entire property is accounted for as an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Investment property held under an operating lease relates to long-term land leases and is recognised in the Group’s statement of financial position at its fair value. This accounting treatment is consistently applied for all such long-term land leases.

1.4 Intangible assets1.4.1 Goodwill Goodwill that arises upon the acquisition of subsidiaries is included

in intangible assets. Where the net recognised amount of the identifiable assets

acquired and liabilities assumed exceeds the fair value of the consideration transferred (including the recognised amount of any non-controlling interest in the acquiree), this excess is recognised immediately in profit or loss (gain on bargain purchase).

Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.

1.4.2 Other intangible assets other intangible assets that are acquired by the entity, which have

finite useful lives, are recognised initially at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Subsequent expenditure is capitalised only when it increases the future economic benefits of the asset to which it relates.


AccOUnTInG POlIcIES cOnTInUED

1.4.3 Amortisation Amortisation is recognised in profit or loss on a straight-line basis

over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. Subsequently, the amortisation is transferred to a non-distributable reserve in the statement of changes in equity.

The residual value of the intangible asset is assessed as Rnil and the estimated total useful lives for the current and comparative periods are as follows:• Rights to manage investment property 15 years• Software development 20 years

Amortisation methods, useful lives and residual values are reassessed annually.

1.5 Equipment Items of equipment are recognised initially at cost and subsequently

measured at cost less accumulated depreciation and accumulated impairment losses. Items of equipment are depreciated from the date they are ready for use. Depreciation is based on the cost of the asset less its residual value and recognised on a straight-line basis, over the current estimated useful lives of the assets. The estimated useful lives of the assets for the current and comparative periods are: • Furniture and fittings 5 years• equipment 2 – 5 years

Depreciation methods, useful lives and residual values are reassessed annually.

Subsequent expenditure relating to an item of equipment is capitalised when it is probable that future economic benefits will flow to the entity and its cost can be measured reliably.

All other subsequent expenditure is recognised as an expense in the period in which it is incurred.

1.6 Impairment The carrying amount of the Group’s non-financial assets, other than

investment property and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is estimated at each reporting date.

For the purpose of impairment testing, assets are grouped together into the smaller group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of the other assets or groups of assets (the cash-generating unit). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present values using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of the cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

Impairment losses in respect of goodwill are not reversed. In respect of other assets, impairment losses recognised in prior

periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

1.7 non-current assets held for sale Non-current assets, or disposal groups comprising assets and

liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Investment properties classified as held for sale are measured in accordance with IAS 40 Investment property at fair value with gains and losses on subsequent measurement being recognised in profit or loss.

1.8 Financial guarantee contracts A financial guarantee contract is a contract that requires the issuer

to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. These financial guarantee contracts are classified as insurance contracts as defined in IFRS 4 Insurance contracts.

A liability is recognised when it is probable that an outflow of resources embodying economic benefits will be required to settle the contract and a reliable estimate can be made of the amount of the obligation. The amount recognised is the best estimate of the expenditure required to settle the contract at the reporting date. Where the effect of discounting is material, the liability is discounted. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

The Group performs liability adequacy tests on financial guarantee contract liabilities to ensure that the carrying amount of the liabilities is sufficient in view of estimated future cash flows. When performing the liability adequacy test, the Group discounts all expected contractual cash flows and compares this amount to the carrying value of the liability. Where a shortfall is identified, an additional provision is made.

1.9 Provisions Provisions are recognised when the Group has a present legal or

constructive obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and, in addition, a reliable estimate of the amount can be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.

1.10 Ordinary shares ordinary shares are classified as equity. Incremental costs directly

attributable to the issue of ordinary shares are recognised as a deduction from equity.

1.11 Treasury shares Shares in the company held by Growthpoint Management Services

(Pty) Ltd and unvested restricted shares held for employeeparticipants in the Staff Incentive Scheme Trust are classified as treasury shares. The cost price of these shares, together with related

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transaction costs, is deducted from equity, but disclosed separately in the statement of changes in equity. The issued and weighted average number of shares is reduced by the treasury shares for the purposes of the basic and headline earnings per share calculations. The issued number of shares is not reduced by the treasury shares for the purpose of the dividend per share calculations. Dividends received on treasury shares are recognised directly in equity.

When treasury shares held for employee participants vest in such participants, the shares will no longer be classified as treasury shares, their cost will no longer be deducted from equity and their number will be taken into account for the purposes of basic and headline earnings per share calculations.

1.12 dividends Dividends and other distributions to the holders of equity instruments,

in their capacity as owners, are recognised directly in equity on the date of declaration.

1.13 Foreign currency Foreign currency transactions Transactions in foreign currencies are translated to the respective

functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date.

The foreign currency gain or loss on monetary items is the difference between the amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on retranslation are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Foreign operations The assets and liabilities of foreign operations, including goodwill

and fair value adjustments arising on acquisition, are translated to the Group’s presentation currency (Rand) at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Rand at exchange rates at the dates of the transactions (an average rate per month is used).

When the Group disposes of only part of its interest in a subsidiary that includes foreign operations while retaining control, the relevant proportion of the cumulative amount is re-attributed to non-controlling interests.

Foreign currency differences on translation of the financial position and results of a foreign operation into the Group’s presentation currency are recognised in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal.

1.14 non-distributable reserve The non-distributable reserve relates to items that are not

distributable to shareholders, such as fair value adjustments on the revaluation of investment property, long-term loans, borrowings and derivatives, the amortisation of intangible assets, share-based payment transactions, the straight-line lease income adjustment, non-cash charges, capital items, deferred taxation, bargain purchases and reserves with the non-controlling interest.

1.15 Leases The Group is party to numerous leasing contracts as the lessor of

property. All leases are operating leases, which are those leases where the Group retains a significant portion of the risks and rewards of ownership.

An adjustment is made to contractual rental income earned to bring to account in the current period the difference between the rental income that the entity is currently entitled to and the rental for the period calculated on a smoothed, straight-line basis over the period of the lease term. This does not affect distributable earnings.

The Group is party to leasing contracts as the lessee of some property andequipment. Leases are classifiedasoperating leaseswhere substantially all the risks and rewards associated with ownership of the asset are not transferred from the lessor to the lessee. operating lease rentals with fixed escalation clauses are recognised in profit or loss on a straight-line basis over the lease term. The resulting difference arising from the straight-line basis and contractual cash flows is recognised as an operating lease asset or operating lease liability.

1.16 Revenue recognition Revenue from the letting of investment property comprises gross

rental income and recoveries of fixed operating costs, net of value added tax. Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Recoveries of costs from lessees, where the entity merely acts as an agent and makes payment of these costs on behalf of lessees, are offset against the relevant costs.

1.17 Property letting commissions and tenant installations When considered material, letting commissions and tenant

installations are written off over the period of the lease. Lettingcommissions paid in respect of new developments are capitalised to the cost of the property.

1.18 Operating profit operating profit included in profit or loss represents the net

property income earned from investment property, adjusted for other operating expenses and income.

1.19 Taxation Income tax for the year comprises current and deferred tax. Income

tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised in equity or other comprehensive income. Current tax is the expected tax payable on the taxable income, after deducting the qualifying distribution for that year of assessment, using tax rates enacted or substantively enacted at the



reporting date, and any adjustments to tax payable in respect of previous years. In accordance with the status as a ReIT, dividends declared meet the requirements of a qualifying distribution for the purposesof section25BBof the IncomeTaxAct,No. 58of 1962(Income Tax Act).

Deferred tax is recognised for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: • The initial recognition of assets or liabilities in a transaction that

is not a business combination and that affects neither accounting nor taxable profit.

• Goodwill that arises on initial recognition in a business combination. • Differences relating to investments in subsidiaries and jointly

controlled entities to the extent that the Group is able to control the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

No deferred tax was recognised on the fair value of investment property. Investment property will be realised through sale, and subsequent to the conversion to a ReIT, capital gains tax is no longer applicableintermsofsection25BBoftheIncomeTaxAct. The deferred tax relating to the amortisation of the intangible asset is initially recognised in profit or loss and is subsequently transferred to a non-distributable reserve in the statement of changes in equity. The amount of deferred tax recognised is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates expected to be applied to temporary differences when they reverse, based on tax laws enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for deductible temporary differences and unused tax losses to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Dividends received by or accrued to South African tax residents are exempt from dividend withholding tax, but will be included in the gross income of such shareholders and will not be exempt from the income tax in terms of the exclusion to the general dividend exemption contained in section 10(1)(k)(i)(aa) of the Income Tax Act because they are dividends distributed by a ReIT. With effect from 1 January 2014, any dividend received by a non-resident from a ReIT will be subject to dividend withholding tax at 15%, unless the rate is reduced in terms of any applicable agreement for the avoidance of double taxation between South Africa and the country of residence of the non-resident shareholder. Dividends received by non-resident shareholders from a ReIT will not be taxable as income and instead will be treated as ordinary dividends which are exempt from income tax in terms of the general dividend exemption section 10(1)(k) of the Income Tax Act.

Withholding tax relating to foreign distributions received is recognised as part of the tax expense, and the financial results are reflected at the gross amounts, before withholding tax.

1.20 Borrowing costs Borrowingcosts incurredonqualifyingassetsarecapitaliseduntil

such time as the assets are substantially ready for their intended use.Qualifyingassetsarethosethatnecessarilytakeasubstantialperiod of time to prepare for their intended use. Capitalisation is suspended during extended periods in which active development is interrupted.

All other borrowing costs are expensed in profit or loss in the period in which they are incurred using the effective interest method.

1.21 Employee benefits 1.21.1 Short-term benefits The cost of all short-term employee benefits is recognised during

the period in which the employee renders the related service. Short-term employee benefits are measured on an undiscounted basis. The accrual for employee entitlements to salaries, bonuses, staff incentive schemes and annual leave represents the amount which the Group has a present legal or constructive obligation to pay as a result of employees’ services provided up to the reporting date.

1.21.2 Defined contribution plans A defined contribution plan is a post-employment benefit plan

under which an entity pays fixed contributions to a separate entity and will have no legal or constructive obligation to pay further amounts. obligations for contributions to the defined contribution provident plan are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

1.21.3 Other long-term employee benefits Prior to the conversion to a ReIT, the Group’s net obligation in respect of

long-term employee benefits, other than the provident plan, was the amount of future benefits that employees have earned in return for their service in prior periods in respect of the 8,5 million linked units allocated to employees when the management “buy-in” transaction was done. The benefit was discounted to determine its present value, and the fair value of any related assets was deducted. The discount rate was the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation was performed using the projected unit credit method. Any actuarial gains or losses were recognised in profit or loss in the period in which they arose. The grant of these linked units was accounted for under IAS 19 Employee benefits.

1.21.4 Share-based payment transactions In respect of linked units allocated to employees, subsequent to the

8,5 million linked units relating to the management “buy-in” transaction but before the conversion to a ReIT, the grant-date fair value of the linked unit payment award granted to employees was recognised as an employee expense, with a corresponding increase in liabilities, over the period that the employees became unconditionally

24


entitled to the awards in terms of IFRS 2 Share-based payment transactions. The liability was remeasured at each reporting date and at settlement date based on the fair value of the linked units. Any changes in the liability were recognised as employee benefit expenses in profit or loss.

After the conversion to a ReIT, the grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

1.22 Segment reporting Determination and presentation of operating segments The Group determines and presents operating segments based on

the information that is provided internally to the executive Management Committee (exco), the Group’s operating decision-making forum.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by exco to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

Segment results that are reported to exco include items directly attributable to a segment or a region, as well as those that can be allocated on a reasonable basis. Unallocated items are reported by location and mainly comprise long-term loans granted, intangible assets, derivatives, trade and other receivables, cash and cash equivalents, debentures, deferred tax, other non-current liabilities (borrowings), trade and other payables, and the related income and expenses to these items.

Segment capital expenditure is the total cost incurred during the period on investment property, including costs incurred on the investment property of the V&A Waterfront, as well as other joint ventures.

1.23 Key judgements and sources of estimation uncertainty The preparation of financial statements in conformity with IFRS

requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information

regarding judgements that have the most significant effect on the amounts recognised in the financial statements, as well as the key sources of estimation uncertainty, is set out in: • Note 1.2 Financial instruments • Note 1.3 Investment property • Note 1.19 Taxation• Note 30 Deferred taxation

1.24 Standards and interpretations applicable to the group not yet effective

There are new or revised accounting standards and interpretations in issue that are not yet effective. These include the following standards and interpretations that are material to the business of the entity and which may have an impact on future financial statements, or those for which the impact has not as yet been assessed. These standards were not early adopted.

IAS 32 Financial instruments – presentation (amendments) IAS 32 (amended) will be adopted by the Group for the first time for

its financial reporting period ending 30 June 2015. The amendment will be applied retrospectively.

The amendments clarify that an entity currently has a legally enforceable right to set-off if that right is not contingent on a future event, and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments further clarify that gross settlement is equivalent to net settlement if, and only if, the gross settlement mechanism has features that eliminate or result in insignificant credit and liquidity risk, and process receivables and payables in a single settlement process or cycle.

The impact on the financial statements for the Group has not yet been estimated.

IFRS 9 Financial instruments IFRS 9 will be adopted by the Group for the first time for its financial

reporting period ending 30 June 2019. The standard will be applied retrospectively, subject to transitional provisions.

IFRS 9 addresses the following and will replace the relevant sections of IAS 39:• The classification and measurement of financial assets. • The classification and measurement of financial liabilities. • The derecognition of financial assets and liabilities.

Under IFRS 9 there are two options in respect of the classification of financial assets, namely, financial assets measured at amortised cost or at fair value. Financial assets are measured at amortised cost when the business model is to hold assets in order to collect contractual cash flows and when they give rise to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets are measured at fair value.

embedded derivatives are no longer separated from hybrid contracts that have a financial asset host.



IFRS 9 has retained in general the requirements of IAS 39 for financial liabilities, except for the following two aspects:• Fair value changes for financial liabilities (other than financial

guarantees and loan commitments) designated at fair value through profit or loss, that are attributable to the changes in the credit risk of the liability, will be presented in other comprehensive income (oCI). The remaining amount of the fair value change is recognised in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, then the whole fair value change is presented in profit or loss. The determination as to whether such presentation would create or enlarge an accounting mismatch is made on initial recognition and is not subsequently re-assessed.

• Derivative liabilities that are linked to and must be settled by delivery of an unquoted equity instrument whose fair value cannot be reliably measured, are measured at fair value.

IFRS 9 incorporates the guidance in IAS 39 dealing with fair value measurement and accounting for derivatives embedded in a host contract that is not a financial asset, as well as the requirements of IFRIC 9 Reassessment of embedded derivatives.


IAS 36 Impairment of assets (amendments) IAS 36 (amended) will be adopted by the Group for the first time for

its financial reporting period ending 30 June 2015. The amendment will be applied retrospectively.

The amendment reverses the unintended requirement in IFRS 13 Fair value measurement to disclose the recoverable amount of every cash-generating unit to which significant goodwill or indefinite-life intangible assets have been allocated. Under the amendments, recoverable amount is required to be disclosed only when an impairment loss has been recognised or reversed.


IFRS 15 Revenue from contracts with customers This standard replaces IAS 11 Construction contracts, IAS 18 Revenue,

IFRIC 13 Customer loyalty programmes, IFRIC 15 Agreements for the construction of real estate, IFRIC 18 Transfer of assets from customers and SIC-31 Revenue – barter of transactions involving advertising services.

The standard is effective for annual periods beginning on or after1January2017,withearlyadoptionpermittedunderIFRS.

The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised.


26


Notes2014

Rm2013

Rm

Revenue, excluding straight-line lease income adjustment 6 412 5773Straight-line lease income adjustment 14.2 193 9

Revenue 2 6 605 5782Property expenses 3 (1 384) (1237)

Net property income 5 221 4 545 other operating expenses and income 4 (267) (236)

operating profit 4 954 4 309 Fair value adjustments 5 2 396 (816)equity-accounted investment profit – net of tax 6 91 326 Finance costs 7 (1 748) (1782)Non-cash charges 8 (78) (102)Capital items 9 (23) (25)Finance income 10 545 566

Profit before debenture interest and taxation 6 137 2476Debenture interest – (2725)

Profit/(loss) before taxation 6 137 (249)

Taxation 11 (160) (460)

– Normal taxation (28) (19)– Capital gains taxation – (2)– Deferred taxation (132) (439)

Profit/(loss) after taxation 5 977 (709)

Attributable to equity holders 5 579 (1 006)Attributable to non-controlling interest 398 297

OTHER COmPREHEnSIVE InCOmEItems that are or may be reclassified to profit and loss:Translation of foreign operations 888 498 Fair value of listed investments (46) –

Total comprehensive income 6 819 (211)

Attributable to equity holders 6 110 (665)Attributable to non-controlling interest 709 454

cents cents

Basic profit per share/(loss) per linked unit 13 279.38 (53.18)diluted profit per share/(loss) per linked unit 13 277.53 (53.18)

STATEmEnT Of PROfIT OR lOSS AnD OTHER cOmPREHEnSIVE IncOmEFoR THe YeAR eNDeD 30 JUNe 2014


STATEmEnT Of PROfIT OR lOSS AnD OTHER cOmPREHEnSIvE IncOmE/STATEmEnT Of fInAncIAl POSITIOn

STATEmEnT Of fInAncIAl POSITIOnAS AT 30 JUNe 2014

Notes 2014

Rm2013

Rm

aSSETSnon-current assets 81 573 61 120

Fair value of investment property for accounting purposes 14.1 67 627 51 908 Straight-line lease income adjustment 14.2 2 021 1778

Fair value of property assets 69 648 53 686 equity-accounted investments 15 5 722 5 444 Listedinvestments 16 4 457 –Intangible assets 17 1 258 1 354 equipment 18 10 8 Long-termloansgranted 19 466 624 Derivative assets 12 4

Current assets 1 671 3 034

Investment property reclassified as held for sale 14.3 265 545 Trade and other receivables 20 1 031 577Cash and cash equivalents 21 375 1 912

Total assets 83 244 64 154

EQuITY and LIaBILITIESShareholders’ interest 49 895 208

Share capital 22 29 436 95 Treasury shares 23 (682) –Foreign currency translation reserve 24 1 506 962 Non-distributable reserve 25 17 743 (849)Retained earnings 1 892 –

Debentures 26 – 36537

Shareholders’/linked unitholders’ interest 49 895 36745

non-controlling interest 27 4 180 2 485

Total equity/unitholders’ interest 54 075 39 230 Other non-current liabilities 23 016 20 160

Non-current financial liabilities 28.6 21 591 18 805 other long-term employee benefits 29 – 101 Deferred taxation liability 30 1 425 1 254

Current liabilities 6 153 4764

Trade and other payables 31 1 426 1 196 Current portion of non-current financial liabilities 28.5 4 543 2 000 Taxation payable 13 5 Distribution for linked unitholders 171 1 563

Total equity and liabilities 83 244 64 154

number of shares

Number of units

Shares/linked units in issue (excluding treasury shares) 2 252 501 622 1 891 558 328

cents cents

net asset value per share/linked unit 32 2215 1943 Tangible net asset value per share/linked unit 32 2223 1937

28


attributable to owners of the company

Share capital

Rm

Treasuryshares

Rm

Foreigncurrency

translationreserve

(FCTR)Rm

non-distri-

butablereserve

(ndR)Rm

Retainedearnings

(RE)Rm

Share-holders’interest

Rm

non-controlling

interest(nCI)

Rm

Totalequity

Rm

Balance at 30 June 2012 87 – 621 185 – 893 2 181 3074

Total comprehensive income – loss after taxation – – – – (1 006) (1 006) 297 (709)Total comprehensive income – other comprehensive income – – 323 – – 323 175 498 Transactions with owners recognised directly in equity:Shares issued 8 – – – – 8 – 8 Transfer amortisation net of deferred taxation to NDR – – – (71) 71 – – – Rights issue and acquisitions – GoZ – – 18 – (25) (7) 60 53 Transfer to NDR reserves with NCI – – – (25) 25 – – – Transfer fair value adjustment on GoZ to NDR – – – (938) 938 – – – Dividends declared – NCI – – – – – – (228) (228)Dividends declared – – – – (3) (3) – (3)

Balance at 30 June 2013 95 – 962 (849) – 208 2 485 2 693

Total comprehensive income – profit after taxation – – – – 5 579 5 579 398 5 977 Total comprehensive income – other comprehensive income – – 577 (46) – 531 311 842 Transactions with owners recognised directly in equity:Conversion of debentures to ordinary share capital and NDR 20 257 – – 16 280 – 36 537 – 36 537 Shares issued 9 084 – – – – 9 084 – 9 084 Cash adjustment on business acquisitions – – – – 110 110 – 110 Acquisition of treasury shares – (728) – – – (728) – (728)Dividends received on treasury shares – – – – 25 25 – 25 Transfer non-distributable items to NDR – – – 2 217 (2 217) – – – Share-based payment transactions – 46 – 88 – 134 – 134 Rights issues and acquisitions – GoZ – – (33) – 53 20 1 281 1 301 Transfer to NDR reserves with NCI – – – 53 (53) – – – Dividends declared – NCI – – – – – – (295) (295)Dividends declared – – – – (1 605) (1 605) – (1 605)

Balance at 30 June 2014 29 436 (682) 1 506 17 743 1 892 49 895 4 180 54 075

2014cents

2013cents

dividend per share/distribution per linked unit (note 12) 161.3 149.0

STATEmEnT Of cHAngES In EQUITyFoR THe YeAR eNDeD 30 JUNe 2014


STATEmEnT Of cHAnGES In EQUITy/STATEmEnT Of cASH flOWS

STATEmEnT Of cASH flOWSFoR THe YeAR eNDeD 30 JUNe 2014

Notes2014

Rm2013

Rm

Cash flows from operating activitiesCash received from tenants 5 958 5784Cash paid to suppliers (1 198) (1 881)

Cash generated from operations 33 4 760 3 903 Finance income, excluding accrued interest on long-term loans 274 524 Finance costs, excluding accrued interest on non-current financial liabilities (1 732) (1795)Taxation paid 34 (20) (16)Capital items (51) (25)Distribution to shareholders/unitholders 35 (3 265) (2757)

net cash outflow from operating activities (34) (166)

Cash flows from investing activitiesInvestment in investment property (6 468) (2 811)Investment in investment property reclassified as held for sale (4) (14)Investment in listed investment (4 503) –Investment in intangible assets (6) (6)Investment in equipment (6) (7)Acquisition of Abseq (346) – Acquisition of Tiber (3 097) – Long-termloanadvanced (38) (273)Proceedsfromrepayment/settlementofBEEloanandinterest 197 4 Investment in treasury shares (728) –Proceeds on sale of investment property 171 1079Proceeds on sale of investment property reclassified as held for sale 480 478

net cash outflow from investing activities 36 (14 348) (1 550)

Cash flows from financing activitiesNon-current financial liabilities raised 4 709 1472Repayment of non-current financial liabilities (2 257) (2 211)Proceeds from distribution re-investment plan/rights issues to NCI of GoZ 1 301 53 Proceeds from issue of shares/debentures 9 084 3 914

net cash inflow from financing activities 12 837 3 228

Translation effects on cash and cash equivalents of foreign operation 8 5

Net (decrease)/increase in cash and cash equivalents (1 537) 1517Cash and cash equivalents at beginning of the year 1 912 395

Cash and cash equivalents at end of the year 21 375 1 912

30


South africa

RetailRm

OfficeRm

IndustrialRm

australiaRm

Total asreported

Rm

V&a Waterfront

Rm

Otherjoint

ventures1

RmTotal

Rm

Statement of profit or loss and other comprehensive income extracts 2014Revenue, excluding straight-line lease income adjustment 1 645 2 076 1 074 1 617 6 412 485 10 6 907 Property expenses (459) (494) (235) (196) (1 384) (129) (2) (1 515)

Segment results 1 186 1 582 839 1 421 5 028 356 8 5 392

Fair value adjustment:– Investment property 866 847 565 187 2 465 122 – 2 587 – Investment property –

non-controlling interest – – – 101 101 – – 101

Total fair value adjustment on total investment property 866 847 565 288 2 566 122 – 2 688

South africa

Rmaustralia

Rm

Total asreported

Rm

V&aWaterfront

Rm

Other joint

ventures1

RmTotal

Rm

Further extracts of statement of profit or loss and other comprehensive incomeother operating expenses and income (182) (85) (267) (16) – (283)Finance costs (1 281) (467) (1 748) (18) (4) (1 770)Finance income 540 5 545 4 – 549

South africa

RetailRm

OfficeRm

IndustrialRm

australiaRm

Total asreported

Rm

V&aWaterfront

Rm

Otherjoint

ventures1

RmTotal

Rm

Statement of financial position extracts at 30 June 2014– Investment propertyopening balance 1 July 2013 14 915 16 211 8 042 15 063 54 231 5 549 – 59 780Acquisitions – Tiber portfolio 90 4 942 347 – 5 379 – 315 5 694Acquisitions – Abseq portfolio – 1 343 – – 1 343 – – 1 343Acquisitions – other 1 284 205 3 452 3 942 – – 3 942Developments and capital expenditure 270 543 234 416 1 463 276 – 1 739Disposals (386) (158) (107) – (651) – – (651)Foreign exchange gain – – – 1 640 1 640 – – 1 640Fair value adjustments 866 847 565 288 2 566 122 – 2 688

Fair value of total property assets – 30 June 2014 15 756 24 012 9 286 20 859 69 913 5 947 315 76 175

– Fair value of long-term property assets 15 597 23 942 9 250 20 859 69 648 5 947 315 75 910

– Investment property reclassified as held for sale 159 70 36 – 265 – – 265

1 Refer note 15.2

SEgmEnTAl AnAlySISFoR THe YeAR eNDeD 30 JUNe 2014


SEGmEnTAl AnAlySIS

South africa

Rmaustralia

Rm

Total asreported

Rm

V&aWaterfront

Rm

Otherjoint

ventures1

RmTotal

Rm

Further extracts of statement of financial positionIntangible assets 1 258 – 1 258 – – 1 258 Listedinvestments 4 457 – 4 457 – – 4 457Trade and other receivables 874 157 1 031 32 5 1 068 Cash and cash equivalents 163 212 375 97 13 485 Trade and other payables (1 161) (265) (1 426) (81) (5) (1 512)Financial liabilities (17 239) (8 895) (26 134) (196) (131) (26 461)

– Nominal value – interest-bearing liabilities (16 368) (8 677) (25 045) (196) (131) (25 372)

– Fair value adjustment (871) (149) (1 020) – – (1 020)– Foreign translation differences – (69) (69) – – (69)

South Africa

RetailRm

officeRm

IndustrialRm

AustraliaRm

Total asreported

Rm

V&AWaterfront

RmTotal

Rm

Statement of profit or loss and other comprehensive income 2013Revenue, excluding straight-line lease income adjustment 1576 1776 1 002 1 419 5773 447 6 220 Property expenses (439) (423) (216) (159) (1237) (119) (1 356)

Segment results 1137 1 353 786 1 260 4 536 328 4 864

Fair value adjustment:– Investment property 1740 1297 616 73 3726 372 4 098 – Investment property – non-controlling interest – – – 39 39 – 39

Total fair value adjustment on total investment property 1740 1297 616 112 3765 372 4137

South Africa

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

RmTotal

Rm

Further extracts of statement of profit or loss and other comprehensive incomeother operating expenses (175) (61) (236) (13) (249)Finance costs (1272) (510) (1782) (4) (1786)Finance income 561 5 566 2 5681 Refer note 15.2

32


South Africa

RetailRm

officeRm

IndustrialRm

AustraliaRm

Total asreported

Rm

V&AWaterfront

RmTotal

Rm

Statement of financial position extracts at 30 June 2013– Investment propertyopening balance 1 July 2013 13 145 14 592 7251 13 118 48 106 4 950 53 056 Acquisitions 13 435 44 748 1 240 – 1 240 Developments and capital expenditure 197 432 275 681 1 585 227 1 812 Disposals (180) (545) (144) (688) (1557) – (1557)Foreign exchange gain – – – 1 092 1 092 – 1 092 Fair value adjustments 1740 1297 616 112 3765 372 4137

Fair value of total property assets – 30 June 2013 14 915 16 211 8 042 15 063 54 231 5 549 59780

– Fair value of long-term property assets 14 565 16 086 7972 15 063 53 686 5 549 59 235– Investment property reclassified as held for sale 350 125 70 – 545 – 545

South Africa

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

RmTotal

Rm

Further extracts of statement of financial positionIntangible assets 1 354 – 1 354 – 1 354 Trade and other receivables 540 37 577 66 643 Cash and cash equivalents 1827 85 1 912 90 2 002 Trade and other payables (1 021) (175) (1 196) (200) (1 396)Financial liabilities (13 388) (7417) (20 805) (194) (20 999)

– Nominal value – interest-bearing liabilities (12 468) (7103) (19571) (194) (19765)– Fair value adjustment (920) (264) (1 184) – (1 184)– Foreign translation differences – (50) (50) – (50)


SEGmEnTAl AnAlySIS cOnTInUED

greaterJhbRm

PretoriaRm

WesternCape

Rm

KwaZulu-natal

Rm

EasternCape

Rm

northWest

RmOther

Rmaustralia

Rm

Total asreported

Rm

V&aWater-

frontRm

Other joint

ventures1

RmTotal

Rm

Statement of profit or loss and other comprehensive income extract 2014Net property income, excluding straight-line lease income adjustment 1 944 342 686 345 127 108 55 1 421 5 028 356 8 5 392

Statement of financial position extracts 2014Investment propertyopening fair value of property assets 19 523 4 704 7 618 3 719 1 463 1 350 791 15 063 54 231 5 549 – 59 780 Acquisitions 6 968 – 122 122 – – – 3 452 10 664 – 315 10 979 Capital expenditure 550 121 183 103 73 14 3 416 1 463 276 – 1 739 Disposals at fair value (194) (71) – (82) (29) – (275) – (651) – – (651)Foreign exchange gain – – – – – – – 1 640 1 640 – – 1 640 Gross fair value adjustments 1 006 279 491 356 114 71 (39) 288 2 566 122 – 2 688

Closing fair value of property assets 27 853 5 033 8 414 4 218 1 621 1 435 480 20 859 69 913 5 947 315 76 175

Statement of profit or loss and other comprehensive income extract 2013Net property income, excluding straight-line lease income adjustment 1670 342 651 311 127 100 75 1 260 4 536 328 – 4 864

Statement of financial position extracts 2013Investment propertyopening fair value of property assets 17633 3 982 6 829 3 285 1 361 1175 723 13 118 48 106 4 950 – 53 056 Acquisitions 21 210 122 126 13 – – 748 1 240 – – 1 240 Capital expenditure 455 156 149 79 49 9 7 681 1 585 227 – 1 812 Disposals at fair value (462) (129) (119) (105) (47) – (7) (688) (1557) – – (1557)Foreign exchange gain – – – – – – – 1 092 1 092 – – 1 092 Gross fair value adjustments 1876 485 637 334 87 166 68 112 3765 372 – 4137

Closing fair value of property assets 19 523 4704 7618 3719 1 463 1 350 791 15 063 54 231 5 549 – 597801 Refer note 15.2

34


nOTES TO THE fInAncIAl STATEmEnTSFoR THe YeAR eNDeD 30 JUNe 2014

2014 Rm

2013 Rm

1. aCCOunTIng POLICIES and BaSIS OF PREPaRaTIOn Refer to page 18 for the accounting policies and basis of preparation.

2. REVEnuEAssessment rates recovered 363 300 Casual parking 60 60 Contracted operating cost recoveries 425 373Contracted rental 5 435 4 920 other income 73 50 Property management income 20 36 Turnover rental 36 34

Revenue, excluding straight-line lease income adjustment 6 412 5773Straight-line lease income adjustment 193 9

6 605 5782

3. PROPERTY EXPEnSESAssessment rates 524 408 Baddebts 7 11 Cleaning 66 63 Consulting fees 48 42 electricity – net (27) (21)

– cost 699 687– recovery (726) (708)

Insurance 49 46 Lettingcommissions 17 18 other property expenses 114 111 Personnel expenses 152 155

– contributions to defined contribution plan 13 13 – other long-term employee benefits – 16 – expense for equity-settled share based payments 16 –– other 123 126

Property management expenses 66 68 Promotions and marketing costs – net 11 9

– cost 30 26 – recovery (19) (17)

Property management fee 3 3 Repairs and maintenance 121 113 Security 138 125 Tenant installation costs 65 58 Water and other municipal charges – net 30 28

– cost 140 122 – recovery (110) (94)

1 384 1237


nOTES TO THE fInAncIAl STATEmEnTS

2014 Rm

2013 Rm

4. OTHER OPERaTIng EXPEnSES and InCOmEAdministration costs 46 37Development fees earned (52) –Asset management costs** 219 152

– contributions to defined contribution plan 9 5 – other long-term employee benefits – 47– expense for equity-settled share-based payments 46 – – other personnel expenses 119 70– other asset management expenses 45 30

Auditor’s remuneration – audit fee* 8 6 Directors’ fees** 29 30 Legalfees 8 4 other fund expenses 9 7

267 236

* The audit fee in respect of GOZ of R1,8 million (2013: R1,8 million) is included. Fees paid for non-audit services of R0,7 million (2013: R0,8 million) are included in property management expenses (note 3). All non-audit services in excess of R150 000 are subject to pre-approval by the Audit Committee.

** For details on directors’ remuneration refer to note 43.Key management remuneration in aggregate for the three highest paid executives who are not directors was as follows: Basic salary R6 673 750 (FY13: R5 755 500)Contribution to defined contribution plan R1 325 250 (FY13: R1 144 500)Annual bonuses R6 200 000 (FY13: R5 450 000)Expense for equity-settled share-based payments/other long-term employee benefits R6 005 238 (FY13: R7 200 257)

5. FaIR VaLuE adJuSTmEnTSGross investment property fair value adjustment 2 566 3765Less:straight-lineincomeadjustment (193) (9)

Net investment property revaluation 2 373 3756Interest-bearing borrowings – profit 81 –Interest-bearing borrowings – loss (58) (74)Derivatives – profit 293 543 Derivatives – loss (100) (23)Derivatives – realised loss (150) (42)Foreign exchange – loss (13) (3)other payables – realised profit 15 –Long-termloansgranted–(loss)/profit (45) 8

Fair value adjustment before debenture fair value adjustment 2 396 4 165 Debentures (note 5.1) – (4 981)

2 396 (816)

After the conversion to a ReIT, these fair value adjustments, together with the other non-distributable items such as capital items, non-cash charges, deferred taxation and the effect of the non-controlling interest’s portion of the non-distributable items are transferred to the non-distributable reserve.

5.1 debenture fair value adjustment Prior to the conversion to a ReIT, debentures were adjusted to fair value which represented the net asset value attributable to debentureholders, excluding intangible assets. The adjustment consisted of:Fair value adjustments on other assets and liabilities, excluding fair valueadjustment on debentures (note 5) – (4 165)Straight-line lease income adjustment – (9)Capital gains taxation – 2 Deferred taxation (excluding deferred taxation credit accounted for in NDR) – 468 Fair value adjustment on GoZ – (938)equity-accounted investment – V&A Waterfront – (381)Non-controlling interest’s portion of fair value adjustments – 57Foreign exchange losses and retained income – (43)Capital items – 25 other long-term employee benefits – 3

– (4 981)

36


2014 Rm

2013 Rm

6. EQuITY-aCCOunTEd InVESTmEnT PROFIT – nET OF TaXequity-accounted investment profit – V&A Waterfront (net of tax) (note 6.1) 130 326 equity-accounted investment loss – other (net of tax) (note 6.2) (39) –

91 326

6.1 Equity-accounted investment profit – V&a Waterfront (net of tax)Non-distributable income from investment 130 381 Interest received exceeding distributable income – (55)

Interest received from investment (332) (367)Distributable income 332 312

130 326

6.2 Equity-accounted investment loss – other (net of tax)Non-distributable loss from investments (39) –Interest received exceeding distributable income – –

Interest received from investments (4) –Distributable income 4 –

(39) –

Refer to note 15 for detail regarding the equity-accounted investments of the Group.

7. FInanCE COSTSInterest paid on financial liabilities 1 779 1 815 Borrowingcostscapitalisedtoinvestmentpropertydevelopments(atprimeless2.0%) (31) (33)

1 748 1782

8. nOn-CaSH CHaRgESAmortisation of intangible assets 102 99 (Decrease)/increase in Staff Incentive Scheme cost (24) 3

78 102

9. CaPITaL ITEmSCosts incurred on business acquisitions 51 2Bargainpurchase(note40.1) (28) –Capital raising cost – 23

23 25

10. FInanCE InCOmEBanks 76 33 Investment in joint venture – V&A Waterfront 332 367Investment in joint ventures – other 4 –Antecedent divestiture of distribution* – 77Long-termloans 66 47Long-termloans(additionalinterestonrefinancedBEEloan) 31 31 other 36 11

545 566

* Previously, when Growthpoint issued linked units at a market price that included accrued distribution interest, the accrued interest portion of the price was included in finance income as antecedent divestiture of distribution.


nOTES TO THE fInAncIAl STATEmEnTS cOnTInUED

2014 Rm

2013 Rm

11. TaXaTIOnNormal – current year (including withholding tax on GoZ distribution) 28 19 Capital gains taxation – current year – 2 Deferred taxation – other 139 27Deferred taxation – GoZ 21 440 Deferred taxation – amortisation of intangible asset (28) (28)

160 460

The taxation charge is reconciled as follows:Statutory taxation charge at 28.0% 1 718 (70)Fair value adjustments not taxable due to ReIT status (730) –Accrued income/(exempt income) 77 (88)Disallowable expenses 24 50 Cumulative deferred taxation – prior year – 465 Taxation rate difference and withholding tax on GoZ 50 46 Capital gains taxation – 57Qualifyingdistribution (979) –

Effective taxation charge 160 460

Effective taxation rate 2.61% (84.74%)

2014 Rm

2013 Rm

12. dIVIdEnd PER SHaRE/dISTRIBuTIOn PER LInKEd unITCalculation of distributable earningsNet property income after other operating expenses and income 4 954 4 309 Less:straight-lineleaseincomeadjustment (193) (9)Finance costs (1 748) (1782)Finance income 545 566 Cash adjustment on business acquisitions (accounted for in the statement of changes in equity) 110 –Dividends received on treasury shares (accounted for in the statement of changes in equity) 25 –Interest received exceeding distributable income – V&A Waterfront (note 6.1) – (55)Distribution received on listed investments 165 –Non-controlling interest (NCI) portion of distribution (excluding fair value adjustments) – GoZ (295) (228)Distributable income from GoZ retained (including NCI’s portion) (40) (35)Realised foreign exchange gain/(loss) 2 (19)Taxation (excluding CGT and deferred tax) (28) (19)

Distributable earnings 3 497 2728

Distribution comprises:– taxable dividend (declared on 26 August 2014) 1 892 –– taxable dividend (declared on 3 March 2014) 1 605 –– debenture interest – 2725– ordinary dividend – 3

Total distribution 3 497 2728

Retained distributable earnings – –

cents cents

Distribution per share/linked unit 161.30 149.00

Taxable dividend 161.30 –Interest on debentures – 148.86 Dividend – 0.14

Distribution for the year 161.30 149.00

Interim six months ended 31 December 78.50 72.70Final six months ended 30 June 82.80 76.30

The interim dividend of R1 605 million included dividends on treasury shares of R25 million. The net interim dividend paid by Growthpoint for accountingpurposeswasR1580million.ThetotaldividendofR3497millionincludesdividendsontreasurysharesofR52million.Thenettotaldividend paid and payable is therefore R3 445 million for accounting purposes.

38


13. EaRnIngS PER SHaREThe directors are of the view that the disclosure of earnings per share, while obligatory in terms of IAS 33, Earnings per share,andtheJSEListingsRequirements, is not meaningful to investors as the basic profit includes fair value adjustments, as well as other non-distributable items. In terms of Circular 2/2013, issued by SAICA, both the fair value adjustment on investment property and debentures (applicable to periods prior to the conversion to a ReIT) are added back in the calculation of headline earnings per linked unit. The circular does not make provision for the fair value adjustment on non-current financial liabilities, accounting adjustments required to account for lease income on a straight-line basis, as well as other non-cash accounting adjustments that do not affect distributable earnings, to be added back. The calculation of distributable earnings and distribution per share/linked unit (note 12) is more meaningful.

2014 number of

shares

2013 Number of

units

Total shares/linked units in issue at end of the year (including treasury shares) 2 284 908 257 1 891 558 328 Total shares/linked units in issue at end of the year (excluding treasury shares) 2 252 501 622 1 891 558 328Weighted average number of shares/linked units in issue (WANS) 1 996 917 123 1 891 558 328 Diluted weighted average number of shares/linked units in issue (DWANS) 2 010 214 510 1 891 558 328

cents cents

Dividends per share/distribution per linked unit 161.30 149.00 Basicprofitpershare/(loss)perlinkedunit 279.38 (53.18)Diluted profit per share/(loss) per linked unit 277.53 (53.18)Headline earnings per share/linked unit 154.24 138.67Diluted headline earnings per share/linked unit 153.22 138.67

2014 Rm

2013Rm

Basicprofit/(loss)isreconciledtoheadlineearningsasfollows:Profit/(loss) after taxation – attributable to equity holders 5 579 (1 006)Bargainpurchase (28) –Add back: net fair value adjustment – investment property (2 471) (4077)

– Fair value adjustment (2 272) (3717)– Fair value adjustment (V&A Waterfront and other equity-accounted investments) (98) (321)– NCI portion of fair value adjustment (101) (39)

Headline earnings/(loss) attributable to shareholders 3 080 (5 083)Add: fair value adjustment – debentures – 4 981 Add: debenture interest paid – 2725

Headline earnings attributable to shareholders/linked unitholders 3 080 2 623

Basicanddilutedprofitpershare/(loss)perlinkedunitarenotcomparableyearonyear,duetothechange to an all-equity capital structure, in order to align the capital structure with the capital structuresofinternationalREITs.Thedilutionisasaresultofthefinancialimpactof13297387 (2013: Nil) shares allocated to employees in terms of the share schemes, that have not yet vested.

14. PROPERTY aSSETS(refertopropertyportfoliosectiononpage74)

14.1 Fair value of investment property for accounting purposesopening fair value of property assets 53 686 47591Additions at cost – acquisitions 3 942 1 240

– acquisitions – Tiber portfolio 5 379 –– acquisitions – Abseq portfolio 1 343 – – development expenditure 869 1 154 – capital expenditure 590 417

Disposals at fair value (171) (1079)Transferred to investment property reclassified as held for sale (note 14.3) (265) (545)Reclassified – previously held for sale (note 14.3) 69 78Foreign exchange gain 1 640 1 092 Gross fair value adjustment on investment property 2 566 3738

Property valuation 69 648 53 686 Less:straight-lineleaseincomeadjustment(note14.2) (2 021) (1778)

Fair value of investment property for accounting purposes 67 627 51 908 Straight-line lease income adjustment 2 021 1778

Closing fair value of property assets 69 648 53 686

– cost 53 388 39797– cumulative fair value surplus 16 260 13 889



14. PROPERTY aSSETS CoNTINUeD14.1 Fair value of investment property for accounting purposes continued

Mortgage bonds have been registered over South African investment property, including investment property reclassified as held for sale, with a fair value of R26 382 million (2013: R24 451 million) as security for long-term interest-bearing liabilities at a nominal value amounting to R11457million(2013:R10358million).

First mortgage bonds have been registered over Australian investment property, including investment property reclassified as held for sale, with a fairvalueofAUD2037millionorR20297million(2013:AUD1595millionorR14405million).AdditionalsecuritywasalsoprovidedintheformofothercurrentassetstoavalueofAUD92millionorR913million(2013:AUD85millionorR771million).

IntermsoftheGroup’saccountingpolicy,atleast75%ofthefairvalueofinvestmentpropertiesshouldbedeterminedbyexternal,independentproperty valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued.

The balance of the South African portfolio was valued by Growthpoint’s qualified internal valuers.

The South African properties were valued at 30 June 2014 using the discounted cash flow of future income streams method by the following valuerswhoareallregisteredvaluersintermsofsection19ofthePropertyValuersProfessionalAct,ActNo47of2000:

Mills Fitchet PWV PG Mitchell N Dip (Prop Val), MIV (SA), CIeA, professional valuerMillsFitchetKZN TBates MSc,BScLandEcon(UK),MRICS,MIV(SA),professionalvaluerERIS CEveratt BSc(Hons)EstateManagement,MRICS,MIV(SA),professionalvaluerGlenross AG Rostovsky MIV (SA), professional valuer, appraiserOldMutualProperties ASSmith BSc(Hons)PropertyStudies,BTechProjectManagement,professionalvaluerJonesLangLaSalle RLong BSc,MBA,professionalvaluer,charteredvaluationsurveyorBroll SWolffs NDip(PropVal),professionalassociatevaluerRodeandAssociates KScott BCom(Hons),professionalvaluerPropVal Assist C van Rooyen N Dip (Prop Val), MIV (SA), professional valuerSpectrum PLO’Connell NDip(PropVal),professionalvaluerLDM FVAmaed Professionalassociatevaluer

The Australian properties were valued at 30 June 2014 using the discounted cash flow of future income streams method by Savills, m3property, JonesLangLaSalle,ColliersInternational,Urbis,KnightFrankandCBREwhoareallmembersoftheAustralianPropertyInstituteandCertifiedPractising Valuers.

2014%

2013%

At the reporting date, the key assumptions used by the Group in determining fair value were in the following ranges for the Group’s portfolio of properties: Retail sectorDiscount rate 12.3 – 15.8 12.25 – 16.5exit capitalisation rate 6.8 – 10.3 6.75–12.5Capitalisation rate 6.8 – 10.0 6.75–12.0

Office sectorDiscount rate 13.3 – 16.5 12.75–16.75exit capitalisation rate 7.8 – 12.5 6.75–12.25Capitalisation rate 7.8 – 11.5 6.75–11.25

Industrial sectorDiscount rate 13.0 – 17.5 13.5–17.5exit capitalisation rate 8.3 – 13.0 8.5 – 12.5Capitalisation rate 8.0 – 12.5 8.5 – 12.5

gOZ Office Discount rate 8.5 – 10.5 8.8 – 11.0Terminal yield 7.5 – 10.5 8.3 – 11.5Capitalisation rate 7.0 – 12.0 8.0 – 11.0

gOZ IndustrialDiscount rate 9.0 – 10.3 9.3 – 10.8Terminal yield 7.5 – 10.3 8.3 – 10.5Capitalisation rate 7.3 – 9.8 7.8–10.0

40


14. PROPERTY aSSETS CoNTINUeD14.1 Fair value of investment property for accounting purposes continued

South african portfolioCommentary on discount ratesThe discount rate applied was derived using an appropriate capitalisation rate and adding a growth rate based on market-related rentals, testing this for reasonableness by comparing the resultant Rand rate per m2 against comparative sales of similar properties in similar locations.

Commentary on capitalisation ratesInvestor interest in properties across all sectors remains robust with competition having increased for the small amount of prime stock that does come onto the market. As a result of this, yields have fallen in general, especially in the prime market. Average capitalisation rates and discount rates have dropped over the year to take this trend into account.

Commentary on expected vacancy periods and rental growth ratesHistoric trends with regard to vacancy periods experienced on the re-letting of vacant space, coupled with the Group’s emphasis on tenant retention, indicate that the expected vacancy period applied in the 2014 valuation best approximates the actual experience. With inherent in-force rental increases at above 8% per annum (2013: 8%) and expense growth stabilised, the expected rental growth rate for the 2014 valuations is considered reasonable.

gOZ portfolioAt the reporting date, the average discount rate utilised has decreased by 20 basis points. over the same period the implied property risk premium, which is the spread between the average discount rate and the 10-year Australian government bond rate, reduced by approximately 90 basis points. The capitalisation rate applied to the industrial sector was benchmarked by several large sales over the past 24 months. The office sector capitalisation rate was impacted by the sales activity that has picked up over the last six to 12 months, especially in the A-grade office market.

2014 Rm

2013 Rm

14.2 Straight-line lease income adjustmentopening balance 1 778 1 693 Arising during the year 193 9 Foreign exchange gain 50 76

2 021 1778

14.3 Investment property reclassified as held for sale opening fair value of property held for sale 545 515 Properties no longer held for sale – reclassified as investment property (note 14.1) (69) (78)Transferred from investment property (note 14.1) 265 545 Additions at cost – capital expenditure 4 14 Proceeds on disposals (480) (478)Fair value adjustments – 27

Closing fair value of property held for sale 265 545

– cost 133 422 – cumulative fair value surplus 132 123

The investment properties reclassified as property held for sale are properties that the directors have decided will be recovered through sale rather than through use. The opening balance relates to three investment properties in the Retail sector, three investment properties in the office sector and three investment properties in the Industrial sector. In the current year, eight of the investment properties were disposed of for R480 million and one was transferred back into investment properties as the sale was cancelled.

Sale agreements have been entered into for a further eight properties; two in the Retail sector, three in the office sector and three in the Industrial sector, with a fair value of R265 million at year-end.



14. PROPERTY aSSETS CoNTINUeD14.4 measurement of fair value14.4.1 Fair value hierarchy

The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used:

Valuation techniques Significant unobservable inputs

Inter-relationship between key unobservable inputs and fair value measurements

Discounted cash flows: The valuation model considers the present value of net cash flows to be generated from the property, taking into account expected rental and expense growth rates, vacant periods, lease incentive costs such as rent-free periods and other costs not recovered from tenants. The expected net cash flows are discounted using a discount rate. The discount rate applied is derived using an appropriate capitalisation rate and adding a growth rate based on market-related rentals, testing this for a reasonableness by comparing the resultant Rand rate per m2 against comparative sales of similar properties in similar locations. Among other factors, the capitalisation rate estimation considers the quality of the building, its location, the tenants’ credit quality and their lease terms.

– expected market rental growth (6%–7%,weightedaverage6.2%).

– expected expense growth estimated (7%–8%,weightedaverage7.5%).

– Vacant periods (average three months after the expiry of each lease).

– occupancy rate (90% – 95%, weighted average 92.5%).

– Rent-free periods (two months).– Discountrates(12.25%–17.5%,weighted

average 14.2%).– Reversionarycaprate(6.75%–12.5%,

weighted average 8.2%).– Capitalisationrate(6.75%–12.5%,

weighted average 8.25%).

The estimated fair value would increase/(decrease) if:– expected market rental growth was higher/

(lower);– expected expense growth was lower/

(higher);– vacant periods were shorter/(longer);– the occupancy rate was higher/(lower);– rent-free periods were shorter/(longer);– discount rate was lower/(higher); and– reversionary capitalisation rate was lower/

(higher).

The fair value measurement for investment property of R69 913 million (2013: R54 231 million) has been categorised as level 3 under the fair value hierarchy based on the inputs to the valuation technique used. Refer to note 44.2 for the level 3 reconciliation.

2014 Rm

2013 Rm

15. EQuITY-aCCOunTEd InVESTmEnTSequity-accounted investment – V&A Waterfront (note 15.1) 5 574 5 444 equity-accounted investments – other (note 15.2) 148 –

5 722 5 444

15.1 Equity-accounted investment – V&a WaterfrontInitial investment in equity 156 156 Share in equity-accounted results – prior years 288 (38)Share in equity-accounted results – current year 130 326

equity-accounted investment 574 444 Debenture holding in joint venture 5 000 5 000 Loantojointventure – –

opening balance of loan to joint venture – 4794Amount capitalised from current loan – 206 Loantojointventureconvertedtodebentures – (5 000)

5 574 5 444

Up until 30 September 2012, the shareholders’ loan was unsecured and had no fixed repayment date. The interest rates were prime less 1% on the capital amount and prime plus 3% on any outstanding interest balance. on 1 october 2012, R5 billion of the outstanding shareholder’s loan was converted into linked debentures per the shareholders’ agreement and debenture trust deed. The remaining portion of the loan was renegotiated into an interest-free loan with no fixed repayment date, accounted for in trade and other receivables.

42


2014 Rm

2013 Rm

15. EQuITY-aCCOunTEd InVESTmEnTS CoNTINUeD15.1 Equity-accounted investment – V&a Waterfront continued

Growthpoint has a 50% shareholding in the properties owned by the V&A Waterfront Holdings (Pty) LtdinCapeTownaspartofajointarrangementwiththeGovernmentEmployees’PensionFund,representedbythePublicInvestmentCorporationLimited(SOC)(PIC).

Summarised financial information of the V&A Waterfront:Summarised statement of profit or loss and other comprehensive incomeRevenue, excluding straight-line lease income adjustment 970 894 Straight-line lease income adjustment 48 102

Revenue 1 018 996 Property expenses (258) (238)

Net property income 760 758other operating expenses (32) (26)Net finance cost, excluding interest paid to shareholders (28) (4)Capital items – profit on residential sales 32 2 Fair value adjustments 196 642

equity-accounted profit before taxation 928 1372Deferred taxation – 16 Non-controlling interest (NCI) (4) (2)

equity-accounted profit before interest paid to shareholders 924 1 386 Interest paid to shareholders (664) (734)

Total equity-accounted profit 260 652

growthpoint’s 50% share in equity-accounted results (note 6) 130 326

Summarised statement of financial positionaSSETSClosing fair value of property assets* 11 894 11 098

opening fair value of property assets 11 098 9 900 Capital expenditure 552 454 Gross fair value adjustment on investment property 244 744Straight-line lease income adjustment 242 194

Fair value of investment properties for accounting purposes 12 136 11 292 Straight-line lease income adjustment (242) (194)

other assets 292 280 Current assets 272 312


EQuITY and LIaBILITIESTotal unitholders’ interest 11 148 10 888

owners’ equity 1 148 888 Shareholders’ debentures 10 000 10 000

Non-controlling interest 18 14Interest-bearing borrowings 392 388 Trade and other payables – current loan account with shareholders (note 20) 736 282 other current liabilities 164 118


growthpoint’s 50% share in total unitholders’ interest 5 574 5 444

* The developed properties were valued at 31 March 2014, using the discounted cash flow of future income streams method by Old Mutual Properties (Pty) Ltd. The undeveloped bulk was valued using the discounted residual land value method by Norman Griffiths and Associates CC.



15. EQuITY-aCCOunTEd InVESTmEnTS CoNTINUeD15.2 Equity-accounted investments – other

The Group has the following other two joint ventures.–Newshelf919(Pty)Ltd–Truzen75Trust

The relationship with the entities listed above is of a strategic nature and the country of incorporation and principal place of business is South Africa. The ownership interest and voting rights held by the Group are 50% since the acquisition of the Tiber Portfolio. These entities are structured as separate vehicles and the Group has a residual interest in their net assets.

Financial statements are prepared in accordance with IFRS, adjusted for fair value adjustments on acquisition and differences in the Group’s accounting policies.

2014Rm

2013Rm

Initial investment in equity 187 –Share in equity-accounted results – current year (39)

group’s interest in net assets at end of the year 148 –

Summarised financial information of joint ventures:Summarised statement of profit or loss and other comprehensive incomeRevenue, excluding straight-line lease income adjustment 20 –Straight-line lease income adjustment 4 –

Revenue 24 –Property expenses (4) –

Net property income 20 –Net finance cost (8) –Fair value adjustments (4) –

equity-accounted loss before taxation 8 –Deferred taxation (78)

equity-accounted loss before distribution (70)Distribution made (8) –

Total equity-accounted loss (78) –

group’s 50% share in equity-accounted results (note 6) (39) –

Summarised statement of financial positionaSSETSClosing fair value of property assets 630 –

Acquisition of property assets 630 – Straight-line lease income adjustment (56) –

Fair value of investment properties for accounting purposes 574 –Straight-line lease income adjustment 56 –

Current assets 36 –

Total assets 666 –

EQuITY and LIaBILITIESowners’ equity 296 –Interest-bearing borrowings 262 – Deferred taxation 78Trade and other payables – current loan account with shareholders (note 20) 20 –other current liabilities 10 –

Total equity and liabilities 666 –

group’s 50% share in owners’ equity 148 –

acucap Rm

Sycom Rm

Total Rm

16. LISTEd InVESTmEnTSInvestment – acquired during the year 2 906 1 597 4 503 Swap offer 428 (428) –

3 334 1 169 4 503 Fair value adjustment (78) 32 (46)

Fair value at 30 June 2014 3 256 1 201 4 457

44


16. LISTEd InVESTmEnTS CoNTINUeDGrowthpointconcludedagreementswithvariousinstitutionalunitholdersofAcucapPropertiesLtd(Acucap)andSycomPropertyFund(Sycom)toacquire 64 million Acucap linked units at a switch ratio of 1.9 Growthpoint ordinary shares for each Acucap linked unit, and 63 million Sycom participatory units at a switch ratio of 1.102 Growthpoint ordinary shares for each Sycom participatory unit acquired. This represents a 34.9% interest in Acucap and 23.2% interest in Sycom. These investments provide Growthpoint with indirect exposure to Acucap and Sycom’s combined R18,4 billion retail and office portfolios.

on 30 June 2014, Growthpoint received distributions amounting to R165 million from these listed investments, which have been included in distributable earnings.

In terms of the indicators stipulated in IAS 28 Investment in associates, Growthpoint does not have significant influence over these investments and consequently these investments have been accounted for as available-for-sale investments.

After the reporting date, Growthpoint participated in a Sycom unit swap for Acucap units, in terms of an offer by Acucap (note 41.2).

goodwill Rm

Rights to manage

property andsoftware

development Rm

Total Rm

17. InTangIBLE aSSETSCost 448 1 506 1 954

opening balance 448 1 500 1 948 Additions during the year – software development – 6 6

amortisation and impairment losses – (696) (696)

opening balance – (594) (594)Amortisation for the year – (102) (102)

Carrying value at 30 June 2014 448 810 1 258

Cost 448 1 500 1 948

opening balance 448 1 494 1 942Additions during the year – software development – 6 6

amortisation and impairment losses – (594) (594)

opening balance – (495) (495)Amortisation for the year – (99) (99)

Carrying value at 30 June 2013 448 906 1 354

Software development Growthpoint is in the process of developing a new property management and accounting software system that will include an asset identification programme. Costs incurred in the development are capitalised and implementation is expected in the 2016 financial year.

amortisationThe amortisation is recognised as a non-cash item and is excluded from the shareholders’/unitholders’ distribution calculation. The remaining amortisation period of the rights to manage the property is nine years.

Impairment testing for cash-generating unit containing goodwillFor the purpose of impairment testing, goodwill is allocated to the Group’s management services entity, which represents the property administration and management business within the Group where goodwill is monitored for internal management purposes.

The recoverable amount of the cash-generating unit was based on its value in use. It was determined that the recoverable amount was higher than the carrying amount and therefore no impairment loss was recognised. The recoverable amount was calculated by discounting the future cash flows generated from the continuing use of the unit and was based on the following key assumptions from discussions with management of GrowthpointManagementServices(Pty)Ltd,andpastexperience:a) The management contract will continue on similar terms to the agreement that was in place before the acquisition transaction, which had

the following terms:– Asset management fee was calculated at 0.50% of the “enterprise value”.– enterprise value was measured by taking the sum of the nominal value of external debt plus market capitalisation.

b) Lettingcommissiononnewdealswascalculatedat100%ofrecommendedSouthAfricanPropertyOwnersAssociation(SAPOA)tariffswhileletting commission on renewals was calculated at 50% of recommended SAPoA tariffs.

c) Collection fees range from 1% to 4% of cash collected on a property-by-property basis.d) SalariesareinrespectoffunctionspreviouslyperformedbyInvestecPropertyGroupLimited(IPG).e) operating expenditure was based on discussions with the previous property managers and after consideration of historic costs, which included

rental of premises, IT systems and support, marketing and other expenses necessary for operating a listed company.f) A discount rate of 10% (2013: 10%) was applied in determining the recoverable amount of the unit. The discount rate was estimated based on

the Group’s weighted average debt.

There are no expected significant changes to the assumptions.

The discounted cash flow was performed over a nine-year period (2013: 10-year period), which took into account the remaining period of the contract that existed and that the contract would be renewed for another 10-year period.



EquipmentRm

Furniture and fittings

RmTotal

Rm

18. EQuIPmEnTCost 17 5 22

opening balance 13 3 16 Acquisitions 4 2 6

accumulated depreciation and impairment losses (8) (4) (12)

opening balance (5) (3) (8)Depreciation for the year (3) (1) (4)

Carrying value at 30 June 2014 9 1 10

Carrying value at 30 June 2013 8 – 8

2014Rm

2013Rm

19. LOng-TERm LOanS gRanTEdamount advanced 465 524

opening balance 524 255 Advanced during the year 38 273Repaid during the year (97) (4)

accrued interest 6 60

opening balance 60 49 Settled during the year (111) (36)Arising during the year 57 47

Nominal value of long-term loans 471 584 Fair value adjustment (5) 40

Fair value of long-term loans 466 624

BEE1consortium 160 200 BEE2consortium – 151 RabiePropertyGroup(Pty)Ltd 39 –323FestivalStreet(Pty)Ltd 267 273

2014 2013

BEE 1 consortium

Amount advanced after restructuring (2013: prior to restructuring) R160 318 270 R200 000 000 Date restructured (2013: date advanced) 3 mar 2014 6 Nov 2011Repayment date of capital 30 Sep 2015 30 Sep 2015Payment date of interest Bi-annually Bi-annuallyFixed interest rate 15.00% 15.00%Interest accrual Quarterly Quarterly

Beforetherestructuring,theBEE1consortiumconsistedofthreebeneficiariesoftheAMUTrust,beingAmabubesiConsortium,MiganuInvestmentHoldings(Pty)LtdandUnipalmInvestmentHoldingsLimited(Unipalm).Thesepartiesheld100,0millionsharesinGrowthpoint.SignificantvaluehasbeencreatedforthebeneficiariesandtheirshareholdersduetotheperformanceofGrowthpoint’ssharepricesince2005whentheinitialBEEtransaction was concluded. Unipalm has considered it an opportune time to lock in the value created, by selling their entire indirect beneficial interestof33,3millionGrowthpointshares.GrowthpointManagementServices(Pty)Ltd(GMS)acquired17,0millionofthesharesforR365,1millionwhicharereflectedastreasuryshares.Additionally,Growthpointwillpayan“agterskot”totallingR17,0milliontoUnipalmtotheextentthattheGrowthpoint 15-day volume weighted average price reaches or exceeds R30.00 per share within 18 months of settlement.

Aspartoftherestructuring,R39,7millionoftheR200,0millionloanadvanced,wassettled.

Additional interest of R125,5 million was realised on the initial refinancing completed in the 2012 financial year. Growthpoint took a decision to account for the additional interest equally over four years, being the remaining period of the refinanced mezzanine loan. This resulted in R31,4 million of interest being accounted for as the third tranche in the current year (2013: R31,4 million for the second tranche). In order to protect its interest, Growthpoint is entitled, but not obligated, to provide guarantees to the senior lender should there be a breach of any of their loan covenantsatanytime.TheBEEgroupisentitled,butnotobligated,torepayuptoamaximumofR25,0millionofthemezzanineloanamount.

46


2014 2013

19. LOng-TERm LOanS gRanTEd CoNTINUeDBEE 2 consortiumAmount advanced after refinancing (2013: prior to refinancing) – R57350000Date settled (2013: date advanced) 10 Oct 2013 8 Dec 2006Repayment date (capital and interest) – 30 Sep 2016Fixed interest rate – 10.35% – 15.00%

TheBEE2consortiumconsistsofPhatsimaProperties(Pty)Ltd(Phatsima).

The loan was advanced to acquire 22 million Growthpoint linked units.

InOctober2013,Growthpoint’sBEEtransactionwithPhatsimawassettled.ThesettlementoftheloanamountedtoR157million.Aspartofthesettlement, the Growthpoint Staff Incentive Scheme Trust and GMS repurchased 16,5 million of the shares for R355 million. The shares acquired will be used as a hedge against options granted to employees in terms of current and future share incentive schemes.

R98,4 million of accrued interest was received on the settlement of the loan of which R58,0 million related to interest accruing at 10.35%. The additional interest of R40,4 million relates to the difference between the 10.35% and the 15.00% being the maximum interest receivable based on Growthpoint’s growth in distributions and share price. Growthpoint took a decision to account for R8,8 million of the additional interest of R40,4 million in the current year and will recognise the remaining R31,6 million equally over two years.

2014 2013

323 Festival Street (Pty) LtdAmount advanced R272 996 395 R272996395Date advanced 1 may 2013 1 May 2013 Repayment date 30 apr 2018 20 Apr 2018Fixed interest rate 9.69% 9.69%

323 FestivalStreet(Pty)Ltd(theborrower)isownedbyIsivuno-ApexProperties(Pty)Ltd(Isivuno-Apex).GrowthpointadvancedR273,0milliontotheborrower for the acquisition of the land and the construction of Tshedimosetso House in Hatfield. The borrower, as the landlord, holds a five-year lease with the Department of Government Communication and Information System (GCIS). The monthly lease payments, net of operating costs, will be utilised for the servicing of the interest and capital repayments of the loan, and the repayment balance on 30 April 2018 is estimated to be R238,0 million. Security of the loan includes:– a continuing covering mortgage bond– a cession of rental and insurance proceeds– a cession of the insurance policies– a suretyship by Isivuno-Apex for the obligations of the borrower in terms of the loan agreement– a pledge and security cession by Isivuno-Apex of its shares in and claims against the borrower, as security for its obligations in terms of the

suretyship.

Growthpoint has a call option to acquire 50% of the shares in the borrower at any time on or after the expiry of the GCIS lease, on the early termination of the GCIS lease for any reason, on the proposal of a resolution by the shareholders or directors of the company for the disposal of the investment property or on the disposal of the shares in the company by Isivuno-Apex.

This loan is valued by discounting future cash flows using the South African swap curve plus the historic charged credit margin at the dates when the cash flows will take place. Historic credit margin 3% (2013: 3%). The estimated fair value would increase/(decrease) if the historic credit margin were lower/(higher).

2014 2013

Rabie Property group (Pty) LtdAmount advanced R38 816 731 –Date advanced From 18 Feb 14 –Latestrepaymentdate 31 Jan 2016 –Floating interest rate Prime – 1.00% –

RabiePropertyGroup(theborrower)hasbeenappointedtocarryoutandcompleteBridgeParkinCenturyCity(CapeTown).Theborrowerisrequired to source funding for the construction of the development and Growthpoint has committed to advance a total amount of R115 million. Security of the loan includes:– a cession of the security agreement, in terms of which the borrower cedes the insurances and all of its rights under the building contract,

including guarantees– a continuing covering mortgage bond – a suretyship by Century City Trust for the obligations of the borrower.

As this loan was advanced in the current financial year, the fair value of the loan approximates the nominal value of the loan.

The fair value measurement for long-term loans granted of R466 million (2013: R624 million) has been categorised as a level 3 fair value based on the inputs to the valuation technique used. Refer to note 44.2 for level 3 reconciliation.



19. LOng-TERm LOanS gRanTEd CoNTINUeDmeasurement of fair value

Valuation technique Significant unobservable inputs

Inter-relationship between significant unobservable inputs and fair value measurement

BEE1consortium Valued by discounting future cash flows using the fixed rate that is applicable to this loan

Discount rate: 15% estimated fair value would increase/ (decrease) if the discount rate were lower/(higher)

323FestivalStreet(Pty)Ltd Valued by discounting future cash flows using the South African swap curve plus the historic charged credit margin at the dates when the cash flows will take place

Credit margin: 3.00% (2013: 3.00%)

estimated fair value would increase/ (decrease) if the credit margin were lower/(higher)

Rabie Property Group (Pty) Ltd

Valued by discounting future cash flows using the floating rate that is applicable to this loan

Not applicable Not applicable

2014Rm

2013Rm

20. TRadE and OTHER RECEIVaBLESRental debtors 41 30 Impairment of debtors (15) (14)Prepaid expenses 22 22 Deferred expenditure (including letting commissions and tenant installations) 258 169 Sundry debtors 142 66 Development loans 3 – Receivable on purchase price allocation of business acquisitions 69 –V&A Waterfront accounts receivable (note 15.1) 368 141 other joint ventures accounts receivable (note 15.2) 10 –Value added tax – 14 Accrued recoveries 133 149

1 031 577

21. CaSH and CaSH EQuIVaLEnTSCash held on call account as security for municipal and other guarantees 57 33 other call accounts 318 1879

375 1 912

22. ORdInaRY SHaRE CaPITaLauthorised4 000 000 000 (2013: 2 000 000 000) ordinary shares with no par value

Issuedordinary shares Inissueatbeginningoftheyear–1891558328(2013:1743080918) 95 87ReIT conversion 20 257 –Issuedduringtheyear–393349929(2013:148477410) 9 084 8

In issue at end of the year – 2 284 908 257 (2013: 1 891 558 328) 29 436 95

As part of the ReIT conversion, Growthpoint converted the linked unit capital structure to an all-equity capital structure, in order to align the capital structure with the capital structures of international ReITs. The restructuring resulted in an increase in share capital of R20,3 billion, and an increase in the non-distributable reserve of R16,3 billion. The non-distributable reserve mainly relates to cumulative fair value adjustments on investment property that were previously accounted for as a debenture fair value adjustment. Refer to note 26.

The unissued shares are under the control of the directors of the company subject to the provisions of the Companies Act 2008, as amended, and theListingsRequirementsoftheJSELimited.

2014Rm

2013Rm

23. TREaSuRY SHaRESAcquired during the year 728 –Vested during the year (46) –

Closing balance 682 –

The reserve for the company’s treasury shares comprises the cost of the company’s shares held by the Group. At 30 June 2014, the Group held 32 406 635 of the company’s shares (2013: nil).

48

number of shares

Number of units

23. TREaSuRY SHaRES CoNTINUeDTreasury shares acquired 33 483 333 –Vestings during the year (1 076 698) –

Closing balance 32 406 635 –

2014Rm

2013Rm

24. FOREIgn CuRREnCY TRanSLaTIOn RESERVEThe foreign currency translation reserve arises as a result of the company’s interest in GoZ. The initial investment was made at a rate of R6.46:AUD1. The closing exchange rate at 30 June 2014 was R9.96:AUD1 (2013: R9.03:AUD1). 1 506 962

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as the effective portion of any foreign currency differences arising from hedges of a net investment in a foreign operation.

25. nOn-dISTRIBuTaBLE RESERVEComponents of the non-distributable reserve Amortisation of intangible assets (net of deferred taxation) 1 008 1 082Bargainpurchase 230 202 Fair value adjustment on investment property 18 401 – other fair value adjustments and non-distributable items (1 998) –Share-based payment reserve 88 –Reserves with non-controlling interest (NCI) 60 7Fair value adjustment on listed investment (46) – Fair value adjustment on GoZ – (2 140)

Total non-distributable reserve 17 743 (849)

movements for the yearopening balance at the beginning of the year (849) 185 Conversion to ReIT (note 22) 16 280 –

Cumulative fair value adjustments on GoZ 2 140 – other debenture fair value adjustments 14 140 –

Items transferred from profit or loss 2 217 (71)

Fair value adjustment on investment property (note 5) 2 566 –other fair value adjustments and non-distributable items (275) –Amortisation of intangible asset (net of deferred taxation) (74) (71)

Reserves with non-controlling interest (NCI) 53 (25)Fair value adjustments on listed investments (46) –Share-based payment reserve (note 29.1) 88 –Fair value adjustment on GoZ – (938)

Closing balance 17 743 (849)

As part of the ReIT conversion, the cumulative debenture fair value adjustments were reversed to the non-distributable reserve (note 22). These fair value adjustments relate to capital items that were not distributed to the linked unitholders in the past. In line with Growthpoint’s objective, not to distribute capital profits, all non-distributable items accounted for in profit or loss, such as the fair value adjustments (excluding the NCI’s portion of the fair value adjustments), straight-line lease income adjustments, non-cash charges, capital items and deferred taxation were transferred to the non-distributable reserve in the current year.

After the conversion to an all-equity structure, the grant-date fair value of share-based payment awards granted to employees is recognised in the non-distributable reserve (note 29).

The decrease in the fair value of the listed investments is directly accounted for in the non-distributable reserve.

After the conversion to a ReIT, the fair valuation of GoZ is based on the net asset value. The additional fair value adjustments raised in prior years of R2,1 billion to account for GoZ at the market value have been reversed.

LinkedunitswereissuedfortheacquisitionofthepropertyservicesbusinessesfromtheInvestecPropertyGroupLimitedinFY2008andthemajorityof the payment related to an intangible asset that was allocated to equity as a non-distributable reserve. All transactions related to the acquisition, such as the amortisation of the intangible asset and the related deferred tax thereon, will be transferred to the non-distributable reserve.

The reserves with NCI relate to further acquisitions of GoZ made by Growthpoint.




2014Rm

2013Rm

26. dEBEnTuRESUnsecured, subordinated, variable-rate debenturesFairvalueatbeginningoftheyear–18915583280(2013:17430809180) 36 537 27650Issuedduringtheyear–nil(2013:1484744100) – 3 906 Converted during the year (36 537) –

– 31 556 Fair value adjustment (note 5.1) – 4 981

Fair value at end of the year – nil (2013: 18 915 583 280) – 36537

Fair value – 36537

Nominal value – 47289Net discount on issue – (27031)

Issue value – 20 258 Fair value adjustment – previous years – 11 298 Fair value adjustment – current year – 4 981

The interest payable on 10 debentures in each linked unit was a multiple of 1 000 times the dividend payable on each share.

27. nOn-COnTROLLIng InTEREST The non-controlling interest of R4 180 million represents 36.0% (2013: R2 485 million represented 34.2%) of the net asset value of GoZ at 30 June 2014, converted at the year-end exchange rate of R9.96:AUD1 (2013: R9.03:AUD1). Apart from GoZ, all other subsidiaries are 100% owned.

ThefollowingissummarisedfinancialinformationforGrowthpointAustraliaLimited(GOZ),preparedinaccordancewithIFRS,adjustedforfairvalue adjustments on acquisition and differences in the Group’s accounting policies. The information is before intercompany eliminations with other companies in the Group.

2014Rm

2013Rm

Extracts from statement of profit or loss and other comprehensive incomeRevenue, excluding straight-line lease income adjustment 1 617 1 419 Profit/(loss) after taxation 1 090 (642)

Attributable to equity holders 692 (939)Attributable to non-controlling interest 398 297

other comprehensive income – translation of foreign operations 888 498 Total comprehensive income 1 978 (144)

Attributable to equity holders 1 269 (598)Attributable to non-controlling interest 709 454

Dividends paid to non-controlling interest during the year (295) (228)Extracts from statement of financial positionNon-current assets 20 863 15 068Current assets 369 122Non-current liabilities (8 173) (7417)Current liabilities (1 173) (301)

net assets 11 886 7472

net assets attributable to non-controlling interests 4 180 2 485

Extracts from statement of cash flowsCash flows from operating activities 548 (389)Cash flows from investing activities (4 382) (747)Cash flows from financing activities 3 954 922 Translation effects on cash and cash equivalents of foreign operation 7 5

net increase/(decrease) in cash and cash equivalents 127 (209)

50


Facility Rm

Secured byinvestmentproperty at

fair value Rm

Capital repayment

date Interest rate 2014

Rm2013

Rm

28. nOn-CuRREnT FInanCIaL LIaBILITIES

28.1 Variable-rate loans – secured by investment propertySouth africa 6001 30 Nov 2014 1m Jibar + 1.53% 600 600

6501 30 Nov 2014 1m Jibar + 1.53% – –1 250 3 236 1 000 7Jun2017 3mJibar+1.70% 1 000 1 000

500 7Jun2015 3m Jibar + 1.55% 500 500 500 29 Sep 2015 Prime – 1.85% 500 – 500 31 Mar 2016 Prime – 2.00% 500 – 500 25 Sep 2018 Prime–1.70% – – 500 1 Mar 2019 3m Jibar + 1.45% 500 –

3 500 7559

750 1 Feb 2016 3m Jibar + 1.53% 750 600 250 1 Feb 2016 3m Jibar + 1.53% 250 200

1 000 2 328

703 2 084 28 Feb 2024 3m Jibar + 2.25% 703 7037402 1743 31 Mar 2015 3m Jibar + 0.80% 740 740

1 200 2 865 7Jun2021 3m Jibar + 1.90% 1 200 1 200 800 1 490 31 oct 2016 3m Jibar + 1.42% 800 – 2503 688 16 Sep 2014 3m Jibar + 1.41% 250 – 225 229 9 Dec 2015 Prime – 0.25% 181 –

australiaSyndicated debt facility 2 541 31Dec2017 BBSW+1.90% 1 841 1758

2 541 31 Dec 2018 BBSW+2.00% 1 841 17582373 31 Dec 2016 BBSW+1.80% 1 294 1237

68 31 Dec 2016 BBSW+2.20% – –697 31 Dec 2016 BBSW+1.80% 160 267 996 30 Jun 2015 BBSW+0.70% 722 450 697 30 Apr 2016 BBSW+2.20% 471 –

9 913 20297

28.2 Variable-rate loans – unsecured1 000 30 Sep 2019 1m Jibar + 1.55% 1 000 – 1 000 14 Dec 2018 1mJibar+1.70% 500 500 1 000 15 Feb 2016 1m Jibar + 1.38% 246 – 1 4404 2 Jan 2018 1m Jibar + 1.26% – – 7204 2 Jan 2022 1m Jibar + 1.26% 25 – 7204 2 Jan 2024 3m Jibar + 1.45% 25 –400 4 Aug 2014 3m Jibar + 0.20% 400 –500 8 Dec 2014 3m Jibar + 1.56% 500 500 500 13 May 2016 3m Jibar + 1.34% 500 500 500 15 oct 2015 3m Jibar + 1.45% 500 500 260 15 Sep 2016 3m Jibar + 1.50% 260 260 750 25 Jan 2015 3m Jibar + 1.35% 750 750500 11Dec2017 3m Jibar + 1.50% 500 500 400 21 Feb 2024 3m Jibar + 1.90% 400 – 499 24 Jun 2019 3m Jibar + 1.45% 499 –

28.3 Fixed-rate loans – secured by investment property

2502 3 Apr 2018 10.27% 250 250 4902 3 Apr 2018 10.38% 490 490

740 1743

675 1718 1 Mar 2018 9.63% 675 675385 95 3 Dec 2018 9.86% 38 –765 166 7Apr2020 9.90% 76 –

2605 447 5 Aug 2023 12.68% 260 – 28.4 Loans settled during the year

400 30 Jul 2013 3m Jibar + 0.21% – 400 1 000 30 Sep 2013 Prime – 2.30% – 800

800 28 Feb 2014 3m Jibar + 1.55% – 800

nominal value of long-term interest- bearing loans – carried forward 22 697 17938



2014Rm

2013Rm

28. nOn-CuRREnT FInanCIaL LIaBILITIES CoNTINUeDNominal value of long-term interest-bearing loans – brought forward 22 697 17938Foreign exchange loss – nominal value 2 348 1 633

Total nominal value of long-term interest-bearing loans 25 045 19571Fair value adjustments on long-term interest-bearing loans: 157 141

– loss 213 146 – profit (56) (5)

Fair value adjustments on derivatives: 863 1 043

– interest rate swaps – loss 853 1 044 – forward exchange contracts – loss/(gain) 10 (1)

Foreign exchange loss – fair value adjustment on derivatives 69 50

Fair value of long-term interest-bearing loans and derivatives 26 134 20 805 28.5 Less portion repayable within the next 12 months – at nominal value (4 543) (2 000)

28.6 Total non-current financial liabilities 21 591 18 805

– loans 20 659 17762– derivatives 932 1 043

1 Extension of two years has been signed.2 Security is shared by the three loans.3 Extension of five years has been signed.4 Development facility which matures on 2 January 2018 and will immediately convert to a term loan with two repayment dates:

2 January 2022 and 2 January 2024. The capital is split equally between these repayment dates.5 These loans have an amortising capital repayment profile.

Interest cover ratioInterest times cover – 3.3 (2013: 2.9). excluding Australia, the interest times cover increases to 3.5 (2013: 3.2).

Loan to value ratioLoantovalue ratioforGrowthpointbasedonthenominalvalueofdebt (netof cash),dividedbythefairvalueofpropertyassets, includinginvestment property held for sale, equity-accounted investments and listed investments – 30.8% (2013: 29.6%). excluding Australia, the loan to valueratiodecreasesto27.4%(2013:23.9%).

28.7 measurement of fair value

Valuation techniqueSignificant unobservable inputs

Inter-relationship between significant unobservable inputs and fair value measurement

Interest-bearing borrowings Valued by discounting future cash flows using the South African swap curve plus an appropriate credit margin at the dates when the cash flows will take place

Credit margins: 0.21% to 3.00% (2013: 0.21% to 3.00%)

estimated fair value would increase/ (decrease) if the credit margin were lower/(higher)

Derivative assets and liabilities: forward exchange contracts

Valued by discounting the forward rates applied at year-end to the open hedged positions


Derivative assets and liabilities: interest rate swaps

Valued by discounting the future cash flows using the South African swap curve at the dates when the cash flows will take place


Derivative assets and liabilities: cross-currency interest rate swap

Valued by discounting the future cash flows using the basis swap curve of the respective currencies at the dates when the cash flows will take place


Further information regarding the sensitivity is disclosed under note 44.5.

52


2014Rm

2013Rm

29. EmPLOYEE BEnEFITSNet equity-settled share-based payments (note 29.1) – –

equity-settled 88 – Share-based payment reserve (note 25) (88) –

other long-term employee benefits – 92Cash-settled share-based payments – 9

– 101

29.1 Equity-settled share-based paymentsConversion from other long-term employee benefits and cash-settled share-based payment plan 101 expense recognised for equity-settled share-based payment plan 38 –

– personnel expenses 16 –– asset management cost and directors’ fees 46 –– non-cash charge (24) –

Units vested (51) –

Fair value of vesting (65) –Reserve for grant-date fair value adjustment 14 –

Carrying value of equity-settled share-based payments 88 –

Share incentive schemes were introduced for employees that were employed after the management “buy-in” transaction, as well as a scheme to replace the initial scheme after the last vesting in September 2011. The shares allocated will vest with the beneficiaries over a period of five years, in tranches of 0% in year one and 25% per year thereafter. The staff share costs relating to these schemes are accounted for as personnel expenses and asset management costs and are included in the calculation of distributable income.

After the conversion to a ReIT, Growthpoint now accounts for the staff share schemes as equity-settled share-based payments. This is as a result of converting the linked debenture structure to an all-equity capital structure. This reserve is accounted for as a non-distributable reserve (note 25).

The share/linked unit awards granted to employees have been valued at the market price of Growthpoint’s shares/linked units at measurement date, adjusted for the distributions not receivable by employees before the vesting date. An expected growth rate was taken into account on the share/linked unit price and this was discounted back to measurement date.

It was essential for Growthpoint to ensure the retention of its key staff and the alignment of management’s interests with that of Growthpoint shareholders. To meet the retention objective, Growthpoint has implemented an option award under its existing scheme rules during the current year that offers participants retention value from the award date and ensures a perfect alignment with the interests of shareholders over a relatively long period.

Growthpoint issued reducing strike price options. each option gives the option holder the right to acquire one Growthpoint share at the reducing strike price at the vesting date. The options were granted on 1 April 2014 with an initial strike price of R11.43 based on a 50% discount to the Growthpoint 30-day clean VWAP price as traded on the JSe on that date.

each option’s strike price will, on a material basis, be adjusted by:– increasing the strike price by 8.25% per annum compounding on each distribution payment date– decreasing the strike price by the actual distribution per share

The options simulate a share purchase scheme that is funded by 50% with debt.

These options will vest over the next eight years as follows:– 2015: 0%–2016–2017:10%perannum– 2018 – 2020: 20% per annum– 2021 – 2022: 10% per annum

The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows:

2014 2014 2013

Retention scheme

Zero strike priceshare scheme

Zero strike priceshare scheme

Fair value per share option at grant date (R) 0.89 11.22 7.89Share/linked unit price at grant date (R) 22.85 25.83 26.39Reducing strike price at grant date 11.43 – –expected life (weighted average) 8 years 3.7 years 3.3 yearsInterest rate on strike price 8.25% – –expected dividend growth rate 7.0% 6.4% 5.6%Growth rate on share/linked unit 7.0% 7.0% 7.0%Discount rate interest rate curve interest rate curve interest rate curve

Taking into account the vesting over four, five and eight years, the probability of staff leaving was estimated as 5% in the first year and an additional 10% in subsequent years (2013: 5% in the first year and an additional 10% in subsequent years).



2014number

of shares

2013Number of units

29. EmPLOYEE BEnEFITS CoNTINUeD29.1 Equity-settled share-based payments continued

Shares/units in issue 44 094 129 9276503

opening balance 9 276 503 9 255 250 Shares/units acquired during the year 34 817 626 21 253

awarded to participants (36 450 408) (16 655 433)

opening balance (16 655 433) (15470579)Awarded during the year – retention scheme (18 234 900) –Awarded during the year – five-year schemes (1 560 075) (1 184 854)

Forfeited in respect of resignations 1 324 374 1100279

opening balance 1 100 279 988 296 Forfeited during the year 224 095 111 983

Shares in issue/shortfall in units 8 968 095 (6278651)

available to the scheme – movementopening balance 34 444 846 35517717Awarded to participants (19 794 975) (1 184 854)Forfeited by participants 224 095 111 983

Closing balance 14 873 966 34 444 846

available to scheme – cumulativeTotal shares/units available 50 000 000 50 000 000 Awarded to participants (36 450 408) (16 655 433)Forfeited by participants 1 324 374 1100279

Remaining available to the scheme 14 873 966 34 444 846

Shares/units vested and exercised (11 702 379) (9 186 433)

2014Rm

2013Rm

30. dEFERREd TaXaTIOn30.1 deferred tax recognised

opening balance 1 254 815Acquired through business combinations 39 –Movement for the year (note 30.2) 132 439

Closing balance 1 425 1 254

GrowthpointconvertedtoaREIT,witheffectfrom1July2013.Section25BBoftheIncomeTaxActallowsforthedeductionofthequalifyingdistribution paid to shareholders, but the deduction is limited to taxable income. To the extent that no tax will be payable in future as a result of the qualifying distribution, no deferred tax was raised on items such as the straight-line lease income adjustment and the fair valuation of non-current financial liabilities.

IAS 12 Income taxes (amended) requires the sale rate to be applied, unless rebutted, when calculating deferred tax on the fair value adjustments on investment property. After the conversion to a ReIT, capital gains taxation is no longer applicable on the sale of investment property in terms of section25BBoftheIncomeTaxAct.Thedeferredtaxrateappliedtoinvestmentpropertyatthesaleratewillthereforebe0%.Consequently,nodeferred tax was raised on the fair value adjustments on investment property.

Allowances relating to immovable property can no longer be claimed and if a ReIT sells immovable property, the allowances claimed in previous years will be recouped. A deferred tax liability was raised in this respect.

The deferred tax liability on the intangible asset relates to the right to manage the property assets.

The deferred tax on the investment in GoZ is based on the presumption that the investment will be realised through sale and capital gains tax will be payable in Australia.

54


Balance2012

Rm

Recognised in profit or

loss in 2013Rm

Balance2013

Rm

Recognised in profit or

loss in 2014Rm

Balance 2014

Rm

30. dEFERREd TaXaTIOn CoNTINUeD30.2 movement in deferred tax balance

during the yearInvestment in GoZ 539 440 979 21 1 000 Acquired through business combinations – – – – 39Amortisation of intangible asset 276 (28) 248 (28) 220 Straight-line lease income adjustment – 404 404 (404) –Non-current liabilities – debentures – (326) (326) 326 –Fair valuation of non-current financial liabilities – (257) (257) 257 –Investment property – allowances – 275 275 (45) 230 Tax losses carried forward – (41) (41) 8 (33)other – (28) (28) (3) (31)

815 439 1 254 132 1 425

2014Rm

2013Rm

31. TRadE and OTHER PaYaBLESAccrued expenses 705 589 Accrued interest 122 100 Tenant deposits 178 144 Property management creditor 58 52 Trade creditors 158 168 Value added tax 29 –Income received in advance 176 143

1 426 1 196

2014number of

shares

2013Number of

units

32. nET aSSET VaLuEShares/linked units in issue at end of the year (excluding treasury shares) 2 252 501 622 1 891 558 328Shares/linked units issued during the year:Issued ordinary shares at 1 July 2013 1 891 558 328 1743080918effect of treasury shares held (32 406 635) –effect of shares issued 284 217 452 148477410effect of shares issued related to business combinations 109 132 477 –

2 252 501 622 1 891 558 328

cents cents

Net asset value per share/linked unit 2215 1943Tangible net asset value per share/linked unit 2223 1937

2014Rm

2013Rm

Net asset value per share/linked unit is reconciled to tangible net asset value per share/linked unit as follows:Net asset value attributable to shareholders/linked unitholders 49 895 36745Less:neteffectofGMSbusinessacquisitionandotherintangibles (1 038) (1107)

– intangible assets (1 258) (1 354)– deferred tax liability 220 247

Less:otherdeferredtaxliability 1 205 1007

Tangible net asset value 50 062 36 645



2014number of

shares

2013Number of

units

33. CaSH gEnERaTEd FROm OPERaTIOnSProfit/(loss) before taxation 6 137 (249)Straight-line lease income adjustment (193) (9)Fair value adjustments (2 396) 816equity-accounted investment profit – net of tax (91) (326)Finance costs 1 748 1782Non-cash charges 78 102 Capital items 23 25 Finance income (545) (566)Debenture interest – 2725Unrealised foreign currency gain (26) (34)Staff incentive cost 62 62 Depreciation 4 1 Cash adjustment on business acquisitions 110 –Amortisation of interest in GoZ (11) 7Trade and other receivables capitalised to equity-accounted investment – V&A Waterfront – (206)equity-accounted investment – non-distributable – (55)(Increase)/decrease in trade and other receivables (216) 66 Increase/(decrease) in trade and other payables 76 (238)

4 760 3 903

34. TaXaTIOn PaIdAmounts unpaid at beginning of the year 5 –Amounts charged to profit or loss (note 11) 28 21 Amounts unpaid at end of the year (13) (5)

20 16

35. dISTRIBuTIOn TO SHaREHOLdERS/unITHOLdERSAmounts unpaid at beginning of the year 1 563 1 345 Interest – 2725Dividends 1 605 3 Dividends received on treasury shares (25) –Distribution to NCI and realised foreign exchange loss 293 247Amounts unpaid at end of the year (171) (1 563)

3 265 2757

2014Rm

2013Rm

36. nET CaSH OuTFLOW FROm InVESTIng aCTIVITIESopening balance of non-current assets 61 120 54 288 Non-cash movements 6 105 5 282

Fair value adjustment on investment property 2 373 3729Straight-line lease income adjustment 193 9 Investment property reclassified as held for sale 317 (3)Fair value adjustment on derivatives 8 4 Fair value adjustment and accrued interest on long-term loans 1 19 Abseq and Tiber non-current assets acquired 2 323 –Net movement as a result of V&A Waterfront transaction 130 532 Fair value movement on listed investments (46) –Translation of foreign operation – GoZ 1 640 1 092 Treasury shares acquired (728) –Staff Incentive Scheme liability disclosed in other non-current liabilities – (99)Amortisation of intangible assets (102) –Depreciation on equipment (4) (1)

Closing balance of non-current assets (81 573) (61 120)

(14 348) (1 550)

56


2014Rm

2013Rm

37. JOInT OPERaTIOnS and SHaRE BLOCKSStatement of profit or loss and other comprehensive incomeRevenue, including straight-line lease income adjustment 378 306 Property expenses (89) (67)

Property operating profit 289 239 Finance costs (19) –Fair value adjustments 8 386

Operating profit 278 625

Statement of financial positionnon-current assetsProperty assetsopening fair value of property assets 3 431 2 966 Acquisitions 1 081 – Capital expenditure 121 79Net fair value adjustments 259 386 Straight-line lease income adjustment (115) (47)

Fair value of investment property for accounting purposes 4 777 3 384 Straight-line lease income adjustment 115 47

Closing fair value of property assets 4 892 3 431 Current assets 53 27


Owners’ equity 4 341 3 431 Other non-current liabilities 555 –Current liabilities 49 27


Joint operations comprise the following properties:– Northgate Shopping Centre (50.0%) – Kolonnade Shopping Centre (50.0%) – Westgate (50.0%) – eagle Industrial Park (50.0%) –BrooklynMallandDesignSquare(75.0%)–Wadeville(70.0%)–PinMillShareBlock(Pty)Ltd(50.0%)–RemainingExtentofErf241SandownShareBlock(Pty)Ltd(50.0%)–Erven99and100ParktownTownshipShareBlock(Pty)Ltd(50.0%)

The above operations are classified as joint operations whereby the Group recognises its share of the assets and liabilities and income and expenses.



2014Rm

2013Rm

38. BORROWIng POWERS The borrowing capacity of the Group, in terms of its Memorandum of Incorporation is unlimited.

39. CaPITaL COmmITmEnTS Capital commitments in respect of building projects authorised and contracted for but not yet paid, amounted to: South Africa 2 063 303 GoZ 209 229 V&A Waterfront 496 272

2 768 804

The Group has entered into agreements to purchase properties to the value of:South Africa 272 99

In addition, capital commitments authorised not yet contracted for, amounted to:South Africa 486 1 221 GoZ – 544 V&A Waterfront 1 4

487 1769

The capital expenditure will be financed from existing borrowing facilities and committed disposals.

40. aCQuISITIOn OF aBSEQ and TIBER40.1 acquisition of abseq Property group (abseq)

GrowthpointacquiredtheentireissuedsharecapitalofAbseqfromEquityEstates(Pty)Ltd.Aspart of the transaction, the property administration business was also acquired. The acquisition presented anopportunitytoacquireasizableportfolioofqualityofficepropertiesinlocationswhicharepotentially strategic and complement Growthpoint’s existing portfolio, specifically increasing Growthpoint’sexposuretotheWoodmeadofficenode.RevenueofR77millionwasearnedsincetheeffective date (R210 million for Abseq’s financial year that commenced 1 April 2013) and profit after tax amounted to R94 million since the effective date (R144 million for Abseq’s financial year that commenced 1 April 2013).

The distributions received from the sellers amounting to R12 million, relating to the accounting period before they obtained Growthpoint shares, were reimbursed to Growthpoint per the acquisition agreements. This amount is included in distributable earnings.

The fair value of the assets and liabilities of Abseq acquired were as follows:Investment property 1 343 –Trade and other receivables 1 –Cash and cash equivalents 14 –Non-current financial liabilities (923) –Deferred taxation (15) –Trade and other payables (28) –Taxation payable (4) –

net asset value 388 –

Consideration financed by issue of share capital (369) –Refund by cash 9 –Cash and cash equivalents acquired 14 –

net cash outflow (346) –

Bargain purchase (net asset value exceeding the consideration and cash refund) 28 –

58


2014Rm

2013Rm

40. aCQuISITIOn OF aBSEQ and TIBER CoNTINUeD40.2 acquisition of Tiber Property group (Tiber)

GrowthpointacquiredtheentireissuedsharecapitalofTiberPropertyGroup(Pty)Ltd(TPG), certain immovable properties and letting enterprise businesses, shares in joint ventures and share block companies, a property asset that is currently under development, and undeveloped bulk associated with certain immovable properties from Tiber. As part of the transaction, Growthpoint, throughitswhollyownedsubsidiaryGrowthpointManagementServices(Pty)Ltd(GMS),entered intoanagreementwiththeexecutivemanagementteamofTiberProjects(Pty)Ltd(TiberProjects) to procure certain services for a period of three years, and an agreement to acquire the asset and property management business of Tiber Projects. The property portfolio owned by the Tiber Group is predominantly P and A-grade office properties located in the northern suburbs of Johannesburg. Revenueforthegroup,excludingthejointventures,ofR187millionwasearnedsincetheeffective date (R420 million from 1 July 2013) and profit after tax amounted to R100 million since the effective date (R641 million for the financial year). The joint ventures earned revenue of R10 million since acquisition (R59 million for the financial year) and the loss after tax amounted to R39 million since acquisition (a profit before tax of R58 million for the financial year).

The distributions received and accrued to the sellers amounting to R98 million, relating to the accounting period before they obtained Growthpoint shares, were reimbursed to Growthpoint per the acquisition agreements. This amount is included in distributable earnings.

40.2.1 The fair value of the assets and liabilities of Tiber acquired:Investment property 4 312 –Trade and other receivables 10 –Cash and cash equivalents 57 –Taxation receivable 4 –other non-current financial liabilities (1 234) –Fair value of borrowings (39) –Accrued interest (6) –Loansassumed (58) –Deferred tax (23) –Trade and other payables (114) –

net asset value 2 909 –

Consideration financed by issue of share capital (1 525) –Consideration financed by borrowings (1 384) –Cash and cash equivalents acquired and loans assumed (1) –

net cash outflow (2 910) –

40.2.2 Equity-accounted investments acquiredInvestment property 315 –Trade and other receivables 2 –Cash and cash equivalents 8 –other non-current financial liabilities (134) –Accrued interest (1) –Trade and other payables (3) –


Consideration financed by issue of share capital (98) –Consideration financed by borrowings (89) –

net cash outflow (187) –

40.2.3 Investment properties directly acquiredInvestment property 1 067 –Trade and other payables (5) –

net asset value 1 062 –

Consideration financed by issue of share capital (446) –Consideration financed by borrowings (616) –

net cash outflow (1 062) –



41. SuBSEQuEnT EVEnTS41.1 acquisition of remaining portion of Truzen 75 Trust

On1September2014,Growthpointwill acquire the remaining50% interest in thepropertiesownedbyTruzen75Trust fromthe remainingbeneficiariesoftheTruzen75Trust,aswellastheremainingsharesinErven99and100ParktownTownshipShareBlockCompany(Pty)Ltdfromtheremainingshareholder.TheGLAoftheacquiredshareoftheseofficepropertiesamountsto16799m2. A summary of the acquisition is set out in the table below.

2014Rm

2013Rm

Fair value of properties 388 –external debt (176) –Net working capital 13 –


Funded by (225) –

Issueofsharecapital(3792120shares) (95) –Debt/cash that will be utilised (130) –

41.2 Change in acucap and Sycom shareholding In July 2014, Acucap made an offer to Sycom unitholders to exchange their Sycom units at a switch ratio of 1 Sycom unit for 0.58 Acucap units. Growthpointexchanged16,5millionSycomunitsfor9,6millionAcucapunits,changingtheirinvestmentinAcucapto34.7%andtheirinvestment in Sycom to 15.0%.

41.3 declaration of dividend after reporting date In line with IAS 10, Events after the Reporting Period, the declaration of the dividend occurred after the end of the reporting period, resulting in a non-adjusting event that is not recognised in the financial statements. In the prior periods, the distribution consisted mainly of debenture interestwhichaccruedonadailybasis,aswellasadividend.TheR171millionDistributionforlinkedunitholdersinthestatementoffinancialposition (FY14) relates to the NCI’s portion of the GoZ distribution.

2014Rm

2013Rm

42. mInImum COnTRaCTEd REnTaL42.1 minimum contracted rental income

TheGroupleasesanumberofretail,officeandindustrialpropertiesunderoperatingleases.Leasestypically run for a period of three to five years for the South African portfolio. The leases for GoZ, on average, run for a period of eight to ten years. Contractual amounts due in terms of operating lease agreements:Lessthanoneyear 6 066 4764Betweenoneandfiveyears 16 348 12 864 More than five years 10 216 7487

32 630 25 115

42.2 minimum contracted rental expense The Group is party to leasing contracts as the lessee of the following properties: – Grand Parade – Metprop Cape – River Park – Foreshore – Middestad Mall – 11 Adderley – Golden Acre – Sportsmans Warehouse – Woodmead Retail (based on 10% of net property income for the next five years, 12.5% for years

6 to 10, and 18% thereafter, assumed net property income to be the same as in 2013) – 10 properties in Australia Contractual amounts payable in terms of operating lease agreements:Lessthanoneyear (36) (31)Betweenoneandfiveyears (99) (92)More than five years (608) (640)

(743) (763)

Included in the minimum contracted rental expenses are obligations payable in Australia relating to 10 land leases for buildings owned by GoZ. Theselandleasesgenerallyexpirein2047and2048andarecommonintheAustralianpropertyindustry.FuturelandleasepaymentsinAustraliaare contingent on a number of variable factors, such as whether the building is tenanted or not and market rent reviews which can take place during or after the expiration of the building occupancy lease. Future land rental expenses amounting to R94 million (2013: R105 million) have been included above, which have been calculated based on building occupancy lease periods and land rentals which could be reliably estimated.

60


43. RELaTEd PaRTY TRanSaCTIOnS 43.1 Set out below is a list of subsidiaries and entities of the Group:

–ChangingTides5(Pty)Ltd–GrowthpointBuildingManagers(Pty)Ltd–GrowthpointManagementServices(Pty)Ltd(GMS)– Growthpoint Properties Australia (Australia) – Growthpoint Securitisation Warehouse Trust –GrowthpointSecuritySPVNumber1(Pty)Ltd–GrowthpointSecuritySPVNumber2(Pty)Ltd–GrowthpointSecuritySPVNumber3(Pty)Ltd–Majorshelf184(Pty)Ltd–MetboardPropertiesLtd–NewHeights344(Pty)Ltd–Oxford144PropertyInvestments(Pty)Ltd–ParamountPropertyFundLtd–Scopefull157(Pty)Ltd–Skilfull82(Pty)Ltd–Skilfull115(Pty)Ltd–TuinwegPropertyInvestments(Pty)Ltd(Namibia)*

Set out below is a list of interests in other entities of the Group:–V&AWaterfront(Pty)Ltd(50%)

Interest in subsidiaries acquired during the financial year:–AbseqProperties(Pty)Ltd–ComplexInvestments(Pty)Ltd–Erf4of8Sandown(Pty)Ltd–FernsInvestments(Pty)Ltd–HighwayPropertiesHoughton(Pty)Ltd–InclubProperties(Pty)Ltd–KilkishenInvestments(Pty)Ltd–Stand1135Houghton(Pty)Ltd–TiberPropertyGroup(Pty)Ltd–WitkoppenCorner(Pty)Ltd

Interest in other entities acquired during the financial year:–Erven99and100ParktownTownshipShareBlock(Pty)Ltd(50%)–Newshelf919(Pty)Ltd(50%)–RemainingExtentofErf241SandownShareBlock(Pty)Ltd(50%)–PinMillShareBlock(Pty)Ltd(50%)–Truzen75Trust(50%)

Allsubsidiariesarewholly-owned(eitherdirectlyorindirectly)byGrowthpointPropertiesLimited(ultimateholdingcompany)exceptforGrowthpointProperties Australia (64.0%). GMS provides property management services for the entire Group.

Refer to note 40 for detail regarding the acquisitions during the financial year.

ThebalancewiththeBEEconsortiumisdisclosedinnote19.

Refer to note 23 for detail regarding the treasury shares held by the Group.

* Growthpoint disposed of the shares in Tuinweg Property Investments (Pty) Ltd during the financial year.



43. RELaTEd PaRTY TRanSaCTIOnS CoNTINUeD43.2 directors’ remuneration

The following table shows a breakdown of the annual remuneration (excluding Staff Incentive Scheme awards) of directors for the year ended 30 June 2014:

Basic salaries2014

R

Contribution to defined

contribution plan

2014R

gross salaries

2014R

annual1 bonuses

2014R

gross salaries and

bonuses2014

R

Gross salaries and

bonuses2013

R

Executive directorsLNSasse 4 238 000 962 000 5 200 000 5 550 000 10 750 000 9 600 000 eK de Klerk 3 062 500 437 500 3 500 000 3 850 000 7 350 000 5750000SM Snowball2 – – – – – 4 334 610 G Völkel3 1 859 000 341 000 2 200 000 500 000 2 700 000 916 666

Total 9 159 500 1 740 500 10 900 000 9 900 000 20 800 000 20601276

directors’fees

2014

Directors’fees

2013

non-executive directorsMGDiliza(Social,EthicsandTransformationCommitteeChairmanandPropertyCommittee) 511 500 551 500 PH Fechter (Property Committee Chairman and Audit Committee) 733 500 730500LAFinlay(AuditCommitteeChairmanandSocial,EthicsandTransformationCommittee) 602 500 660 500 JC Hayward (Risk Management Committee Chairman and Audit Committee) 622 500 630 500 HS Herman (Remuneration Committee Chairman and Property Committee) 681 000 594 500 JFMarais(BoardChairmanandRemunerationCommittee) 1 978 000 2 058 000 HSPMashaba(BoardDeputyChairmanandRemunerationCommittee) 607 000 770500PS Mngconkola4 (Social, ethics and Transformation Committee and Risk Management Committee) 337 000 175875R Moonsamy (Social, ethics and Transformation Committee and Property Committee) 574 000 576500NBPNkabinde(Social,EthicsandTransformationCommitteeandRiskManagementCommittee) 531 500 576500ZJ Sithole5 – 10 625 CG Steyn (Audit Committee and Property Committee) 692 500 756500JHN Strydom6 325 300 682 500 FJ Visser (Remuneration Committee and Risk Management Committee) 573 000 594 500

Total 8 769 300 9 369 000

Total executive and non-executive directors 9 159 500 1 740 500 10 900 000 9 900 000 29 569 300 29970276

Following is the breakdown of the gross salaries and bonuses of executive directors for 2013:

Basicsalaries2013

R

Contribution todefined

contributionplan

2013 R

Gross salaries2013

R

Annual bonuses7

2013R

Gross salariesand bonuses

2013 R

Executive directorsLNSasse 3 912 000 888 000 4 800 000 4 800 000 9 600 000eK de Klerk 2712500 387500 3 100 000 2 650 000 5750000SM Snowball 238 360 46 250 284 610 4 050 000 4 334 610G VÖlkel 774583 142 083 916 666 – 916 666

Total 7637443 1 463 833 9101276 11 500 000 20601276

1 Relate to amounts accrued for in June 2014, that will be paid in September 2014. 2 Deceased 3 August 2012. 3 Appointed 1 February 2013. 4 Appointed 13 November 2012. 5 Deceased 18 August 2012. 6 Retired 12 November 2013.7 Relate to amounts accrued for in June 2012, that were paid in September 2012. The following bonuses were paid in September 2013: LN Sasse – R5 200 000,

EK de Klerk – R3 500 000, G VÖlkel – R500 000.

62


43. RELaTEd PaRTY TRanSaCTIOnS CoNTINUeD43.2 directors’ remuneration continued

auSTRaLIaFees paid for services rendered as a director of a subsidiary for the year ended 30 June 2014, amounted to AUD85 000 or R810 161 (2013:AUD81250orR737189)inrespectofJFMarais.

MessrsLNSasseandEKdeKlerkwereappointedasnomineesofGrowthpointPropertiesLimited,theultimatecontrollingentityofGOZ.Fortheyearended30June2014,directors’feesamountingtoAUD90000andAUD87500respectivelyorR857817andR833987(2013:AUD82315andAUD77685orR746852orR704845)werepaidtothesedirectors.

V&a WaTERFROnTFeespaidforservicesrenderedbyMessrsJFMarais,LNSasseandEKdeKlerktotheV&AWaterfrontfortheyearended30June2014,amountedto R825 000 (2013: R825 000) and were paid to Growthpoint.

The fees paid to non-executive directors for the year ended 30 June 2014, were paid on the following basis as approved by the Remuneration CommitteeandbytheBoard,onauthoritygrantedbyshareholdersattheannualgeneralmeetingheldon12November2013:

ChairmanR

deputychairman

R

director/committee

memberR

Basic annual fee 965 000 115 000 46 000 Fees per meeting attended:Board 162 000 78 000 52 000 Audit Committee 48 500 – 34 500 Risk Management Committee 43 000 – 29 000 Property Committee 43 000 – 29 000 Social, ethics and Transformation Committee 37 500 – 24 000 Remuneration Committee 43 000 – 29 000 Nomination Committee 37 500 – 24 000

EXECuTIVE dIRECTORS’ TOTaL REmunERaTIOn In TERmS OF IFRS The table below provides an indication of the total cost to company in relation to executive directors’ remuneration. Total cash payments and benefits reflect the information disclosed in the tables on this and the previous pages. The IFRS accounting charge reflects the cost that has been expensed by the company in profit or loss in the relevant year in relation to long-term incentive awards that have been granted to executives.

Salary, bonusand other

benefits 2014

R

* accountingIFRS charge in

respect of Staff

Incentive Scheme awards

2014 R

Total IFRSremuneration

2014R

Salary, bonusand other

benefits2013

R

* AccountingIFRS charge in

respect of Staff

Incentive Scheme awards

2013 R

Total IFRSremuneration

2013R

Executive directorsLNSasse 10 750 000 14 392 820 25 142 820 9 600 000 19377583 28977583eK de Klerk 7 350 000 7 951 958 15 301 958 5750000 9847865 15597865SM Snowball – – – 4 334 610 4 982 238 9 316 848G Völkel 2 700 000 190 500 2 890 500 916 666 – 916 666

Total 20 800 000 22 535 278 43 335 278 20601276 34207686 54 808 962

* The IFRS charge is a calculation based on the present value of total awards made to employees that will vest in future years, compared to the amount calculated in the prior year, arriving at the expense accounted for in profit or loss. It should be noted that the amount estimated here will differ significantly from the actual expense in the current and future years, which is based on the number of shares that vested, calculated at the price at which they were exercised. No attrition is taken into account and the calculation is based on the principal actuarial assumptions set out in note 29 to the financial statements. The IFRS charge for the year ended 30 June 2013 includes units that vested in FY13 that directors only exercised in FY14 due to the units being restricted in terms of a closed period: LN Sasse (424 875), EK de Klerk (210 493) and executives (87 618).



2014 Rm

2013 Rm

43. RELaTEd PaRTY TRanSaCTIOnS CoNTINUeD43.3 Other related parties

The Group uses various legal services of Glyn Marais Inc. The founding partner and practice leader, JFMarais,isalsotheChairmanandanon-executivedirectorofGrowthpointPropertiesLimited.Glyn Marais legal fees paid 11 4 Glyn Marais rent received (7) (6)

4 (2)

ExecutivedirectorsretirefromtheirpositionsandfromtheBoard(asexecutivedirectors)attheageof65(2013:60).

Servicecontractsareinplacebetweenthemanagementcompany(GMS)andMessrsLNSasse,EKdeKlerkandGVölkel,allofwhichprovideforasix-month reciprocal notice period.

TotalHeld-for

tradingavailable-

for-saledesignatedat fair value

non-financial

instruments

Loans and other

receivables

Otherfinancial

liabilities2014

Rm Notes2014

Rm2014

Rm2014

Rm2014

Rm2014

Rm2014

Rm

44. FInanCIaL RISK managEmEnT44.1 Total financial assets and liabilities

The table below sets out the Group’s accounting classification of each class of financial asset and liability, and their fair values at 30 June 2014.aSSETSnon-current assets 4 935 12 4 457 466 – – –

Listedinvestments 4 457 16 – 4 457 – – – –Long-termloansgranted 466 19 – – 466 – – –Derivative assets 12 12 – – – – –

Current assets 1 406 – – – 1 005 401 –

Trade and other receivables 1 031 20 – – – 1 005 26 –Cash and cash equivalents 375 21 – – – – 375 –

Total assets 6 341 12 4 457 466 1 005 401 –

LIaBILITIESnon-current financial liabilities 21 591 932 – 20 659 – – –

Interest-bearing borrowings 20 659 28.6 – – 20 659 – – –Derivative liabilities 932 28.6 932 – – – – –

Current liabilities 6 140 – – 4 543 383 – 1 214

Trade and other payables 1 426 31 – – – 383 – 1 043Current portion of non-current financial liabilities 4 543 28.5 – – 4 543 – – –Distribution for linked unitholders 171 – – – – – 171

Total liabilities 27 731 932 – 25 202 383 – 1 214

64


TotalHeld-for-

tradingAvailable-

for-sale

Designated at

fair value

Non-financial

instruments

Loansandother

receivables

otherfinancial liabilities

2013 Rm Notes

2013 Rm

2013 Rm

2013 Rm

2013 Rm

2013Rm

2013Rm

44. FInanCIaL RISK managEmEnT CoNTINUeD

44.1 Total financial assets and liabilities continuedThe table below sets out the Group’s accounting classification of each class of financial asset and liability, and their fair values at 30 June 2013.aSSETSnon-current assets 628 4 – 624 – – –

Long-termloansgranted 624 19 – – 624 – – –Derivative assets 4 4 – – – – –

Current assets 2 489 – – – 561 1 928

Trade and other receivables 577 20 – – – 561 16 –Cash and cash equivalents 1 912 21 – – – – 1 912 –

Total assets 3117 4 – 624 561 1 928 –

LIaBILITIESnon-current liabilities – debentures 36537 26 – – 36537 – – –non-current financial liabilities 18 805 1 043 – 17762 – – –

Interest-bearing borrowings 17762 28.6 – – 17762 – – –Derivative liabilities 1 043 28.6 1 043 – – – – –

Current liabilities 4759 – – 2 000 287 – 2472

Trade and other payables 1 196 31 – – – 287 – 909Current portion of non-current financial liabilities 2 000 28.5 – – 2 000 – – –Distribution for linked unitholders 1 563 – – – – – 1 563

Total liabilities 60 101 1 043 – 56 299 287 – 2472



44. FInanCIaL RISK managEmEnT CoNTINUeD44. 2 Fair value hierarchy for financial instruments and investment property

The table below analyses financial instruments and investment property carried at fair value, by valuation method. The different levels have been defined as follows: Level1–quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities.Level2–inputsotherthanquotedpricesincludedwithinlevel1thatareobservablefortheassetsorliabilities,eitherdirectly(i.e.asprices)or

indirectly (i.e. derived from prices).Level3–inputsfortheassetsorliabilitiesthatarenotbasedonobservablemarketdata(unobservableinputs).

The table below does not include fair value information for financial assets, financial liabilities and property assets measured at fair value if the carrying amount is a reasonable approximation of fair value.

Recognised atfair value

RmLevel 1

RmLevel 2

RmLevel 3

Rm

2014aSSETSListedinvestments 4 457 4 457 – –Long-termloansgranted 466 – – 466Derivative assets 12 – 12 –

Total assets 4 935 4 457 12 466

LIaBILITIESInterest-bearing borrowings 20 659 – 20 659 –Derivative liabilities 932 – 932 –Current portion of non-current financial liabilities 4 543 – 4 543 –

Total liabilities 26 134 – 26 134 –

2013aSSETSLong-termloansgranted 624 – – 624 Derivative assets 4 – 4 –

Total assets 628 – 4 624

LIaBILITIESDebentures 36537 – – 36537Interest-bearing borrowings 17762 – 17762 – Derivative liabilities 1 043 – 1 043 –Current portion of non-current financial liabilities 2 000 – 2 000 –

Total liabilities 57342 – 20 805 36537

44.2.1 Details of changes in valuation techniques There have been no significant changes in valuation techniques during the year under review.

44.2.2 Significant transfers between level 1, level 2 and level 3 There have been no significant transfers between level 1, level 2 and level 3 during the year under review.

66


Openingbalance

Rm

gain/(loss) in profit or

loss for the year

and othercompre-hensive income

Rm

accrued interest

Rm

acquired(disposed)

and advanced/

(settled)Rm

Converted to equity/

(issued)Rm

Closing balance

Rm

44. FInanCIaL RISK managEmEnT CoNTINUeD44. 2 Fair value hierarchy for financial instruments and

investment property continued44.2.3 Level 3 reconciliation

2014Property assets (including investment property reclassified as held for sale) 54 231 4 206 – 11 476 – 69 913 Long-termloansgranted 624 (45) 57 (170) – 466 Debentures (36 537) – – 36 537 –

2013Property assets (including investment property reclassified as held for sale) 48 106 4857 – 1 268 – 54 231 Long-termloansgranted 336 8 47 233 – 624 Debentures (27650) (4 981) – (3 906) (36537)

The fair value gains and losses are included in the fair value adjustment line in profit or loss. The gains and losses in other comprehensive income are included in the translation of foreign operations.

Refer to note 19 for the method used in determining the fair value of the long-term loans granted. A 1% decrease in the spread would increase the valuetoR476million(2013:R630million).A1%increaseinthespreadwoulddecreasethevaluetoR456million(2013:R620million).

44.3 Other financial risk management considerationsThe financial instruments of the Group consist mainly of cash and cash equivalents, including deposits with banks, long-term borrowings, derivative instruments, trade and other receivables, trade and other payables, long-term loans and linked unitholders for interest and dividends. The Group purchases or issues financial instruments in order to finance operations and to manage the interest rate risks that arise from these operations and the source of funding.

The Group has exposure to the following risks from its use of financial instruments:– Credit risk– Market risk–Liquidityrisk

TheBoardofDirectors hasoverall responsibility for the establishment andoversightof theGroup’s riskmanagement framework.TheBoardestablished the Risk Management Committee, which is responsible for developing and monitoring the Group’s risk management policies. The Risk ManagementCommitteereportsregularlytotheBoardofDirectorsonitsactivities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Risk Management Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Risk Management Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to both the Audit Committee and the Risk Management Committee.

44.4 Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from long-term loans granted, derivative assets, trade receivables, as well as cash and cash equivalents. There is no significant concentration of credit risk as exposure is spread over a large number of counterparties.

Exposure to credit riskThe carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

2014 Rm

2013 Rm

Long-termloansgranted 466 624 Derivative assets 12 4 Trade receivables 26 16 Cash and cash equivalents 375 1 912



44. FInanCIaL RISK managEmEnT CoNTINUeD44.4 Credit risk continued

(a) Long-term loans grantedTheGroupprovidedthemezzaninefinanceforthelong-termBEE1consortium.Inaddition,loanswereadvancedto323FestivalStreet(Pty)Ltd,andRabiePropertyGroup(Pty)Ltd.

BEE 1 consortiumTherighttorepayment intermsoftheBEE loan issubordinatedtotherightsofthesenior lendersand junior lenders.ThesharesareheldbyGrowthpoint as collateral in the event that the Group is called upon to provide credit support.

BasedonthetotaldebtoutstandinginrespectoftheBEE1consortium’sloans,acalculationwasperformedtodeterminethebreakevenshare/unitprice at which Growthpoint’s loan will be recoverable. Assuming distribution growth is in line with budgets and that an annual return of 5% (2013: 5%) on the assets held by the consortium is achieved, the breakeven share/unit price before Growthpoint is at risk of non-payment in 2015 was calculatedatR12.00(2013:R9.72)perGrowthpointshare/linkedunit.

Rabie Property Group (Pty) LtdThe credit risk of this loan is mitigated by the security that is provided to Growthpoint:– a cession of security agreement, in terms of which the borrower cedes the insurances and all of its rights under the building contract, including

guarantees– a continuing covering mortgage bond – a suretyship by Century City Trust for the obligations of the borrower.

323 Festival Street (Pty) LtdThe credit risk of this loan is mitigated by the security that is provided to Growthpoint:– a continuing covering mortgage bond– a cession of rental and insurance proceeds– a cession of the insurance policies– a suretyship by Isivuno-Apex for the obligations of the borrower in terms of the loan agreement– a pledge and security cession by Isivuno-Apex of its share in and claims against the borrower, as security for its obligation in terms of the

suretyship.

(b) Derivative assets and cash and cash equivalentsexposure to credit risk is limited by investing in liquid funds and entering into derivative financial instruments with counterparties who have a high percentage tier-one capital and strong credit ratings assigned by international credit rating agencies.

(c) Trade receivablesThe Group’s exposure to credit risk is mainly in respect of tenants and is influenced by the individual characteristics of each tenant. The Group’s widespread tenant base reduces credit risk.

Management has established a credit policy under which each new tenant is analysed individually for creditworthiness before the Group’s standard payment terms and conditions are offered which include, in the majority of cases, the provision of a deposit of at least one month’s rental. When available, the Group’s credit review includes external ratings. UNdeposit is a campaign that was launched during the 2013 financial year, whereby tenants pay a non-refundable fee at the inception of a lease period, instead of the normal tenant deposit. Tenants are analysed individually for creditworthiness to determine if they are eligible for the UNdeposit facility fee and this also determines the extent of the non-refundable fee payable by them.

Impairment losses have been recorded for those debts where recovery was not reasonably assured at year-end. The maximum credit exposure at the reporting date was R41 million (2013: R30 million), of which R15 million (2013: R14 million) has been provided for.

68


44. FInanCIaL RISK managEmEnT CoNTINUeD44.5 market risk

(a) Interest rate risk and derivatives TheGroup is exposed to interest rate risk and adopts a policyof ensuring that at least 75%of its exposure to changes in interest ratesonborrowings is on a fixed-rate basis. This is achieved by entering into “receive variable” and “pay fixed” interest rate swaps. All such transactions are carried out within the guidelines set by the Risk Management Committee. As a consequence, the Group is exposed to fair value interest rate risk in respect of the fair value of its fixed-rate financial instruments, which will not have an impact on distributions. Short-term receivables and payables and investments are not directly exposed to interest rate risk.

As at 30 June 2014, for the South African operations, it is estimated that for a 1% increase in interest rates, the interest expense will increase by R35,6 million for the year (2013: R12,4 million) and therefore the profit would decrease by this amount.

As at 30 June 2014, for the Group, it is estimated that for a 1% increase in interest rates, the interest expense will increase by R51,2 million for the year (2013: R20,2 million) and therefore the profit would decrease by this amount.

These amounts are determined by calculating 1% on the amount of effective floating interest rate liabilities (i.e. total nominal liabilities net of swaps and fixed interest rate loans).

FortheSouthAfricanoperations,78.4%(2013:87.8%)ofinterest-bearingborrowingswerefixedforaweightedaverageof4.3yearsat30June2014(2013: 4.9 years).

FortheGroup,79.7%(2013:89.8%)ofinterest-bearingborrowingswerefixedforaweightedaverageof3.9yearsat30June2014(2013:4.3years).

Expiry of fixed rate loans

RmExpiry of swaps

Rm

net amount expiring

Rm

South africaFinancial year2015 – 455 455 2016 – 988 988 2017 – 2 816 2 816 2018 1 415 1 441 2 856 2019 38 2 005 2 043 2020 76 500 576 2021 79 2 159 2 238 2022 – – –2023 – – – 2024 260 703 963

1 868 11 067 12 935

Expiry of swapsaudm

net amount expiring

audm

australiaFinancial year2015 40 40 2016 60 60 2017 365 365 2018 – – 2019 250 250

715 715

Refer to note 28 for the fixed interest rate exposure on long-term loans.



44. FInanCIaL RISK managEmEnT CoNTINUeD44.5 market risk continued

Interest rate swap contracts are entered into whereby the Group swaps its variable rate obligation for a fixed rate obligation. Details of the interest rate swap contracts as at 30 June 2014 are as follows:

Financial institutionamount

Rm Start date End dateFixed rate

%

South africaInvestec* 667 26 nov 13 5 Sep 17 5.62Investec 658 31 dec 07 31 dec 20 8.47Investec 600 1 aug 11 3 Jul 16 7.56Investec 560 2 Feb 09 1 Feb 24 15.42Investec 500 1 Sep 11 1 mar 17 8.61Investec 500 1 Sep 11 1 Sep 17 8.63ABSA 500 30 Jun 08 30 Jun 21 9.45Investec 450 3 mar 09 31 may 21 8.46Investec 400 12 nov 11 14 nov 16 8.44Investec 366 15 Jun 12 15 Jun 17 8.61Investec 275 2 may 13 2 may 18 6.69Investec 255 2 nov 11 2 aug 14 7.05Investec 255 8 apr 13 8 apr 19 7.80Investec 250 31 dec 08 31 dec 15 8.87Investec 250 6 may 14 6 may 16 6.85RMB 250 11 Jun 14 13 Jun 16 6.90Investec 250 31 dec 08 30 dec 16 8.82ABSA 250 7 mar 14 7 mar 17 7.47ABSA 250 10 apr 14 10 apr 17 7.14ABSA 250 4 apr 13 30 Sep 18 7.92ABSA 250 24 aug 12 31 dec 18 7.91ABSA 250 26 mar 14 26 mar 19 7.88ABSA 250 27 mar 14 27 mar 19 7.83Investec 250 10 apr 14 10 apr 19 7.64Investec 250 6 may 14 6 may 19 7.65Investec 250 14 may 14 14 may 19 7.44RMB 250 1 Jul 11 31 dec 19 9.69RMB 250 1 Jul 11 30 Jun 20 9.61RMB 250 31 mar 09 31 mar 21 8.92RMB 250 30 Jun 09 30 Jun 21 8.82Investec 200 10 nov 11 11 may 15 7.64Investec 200 12 apr 13 12 apr 17 7.04Investec 142 2 Feb 09 1 Feb 24 15.42Investec 106 30 dec 13 30 Sep 15 8.25Investec 67 24 aug 12 24 aug 15 6.68Investec 65 1 aug 11 15 Oct 15 7.89Investec 51 6 nov 09 31 may 21 8.36

Total 11 067 8.45

* AUD-ZAR cross-currency interest rate swap.

70


Financial institutionamount

audm Start date End dateFixed rate

%

44. FInanCIaL RISK managEmEnT CoNTINUeD44.5 market risk continued

australiaNAB 200 21 nov 13 1 nov 18 3.84Westpac 105 16 dec 11 31 dec 16 5.19ANZ 100 1 Oct 10 30 Sep 16 3.80NAB 60 1 apr 12 30 apr 16 4.54NAB 60 21 Jun 12 30 Jun 17 3.38Westpac 50 1 Feb 12 31 Jan 17 4.15ANZ 50 1 Feb 12 31 Jan 17 4.12ANZ 50 1 Jul 14 1 Jul 18 3.20Westpac 40 4 Oct 11 31 Oct 14 4.05

Total 715 4.06

(b) Currency risk and derivatives The Group’s exposure to currency risk relates only to the investment in GoZ. Forward exchange contracts are derivatives and are acquired to limit exposure to currency fluctuations.

Growthpoint held the following open forward exchange contracts at year-end:

amount (bought)/sold average exchange rate maturity date Purpose

AUD22,0 million R9.90:AUD1 15 Sep 14 GoZ final 2014 income distributionAUD21,1 million R10.11:AUD1 6 Mar 15 GoZ interim 2015 income distributionAUD9,1 million R10.46:AUD1 8 Sep 15 GoZ final 2015 income distributionAUD3,1 million R10.77:AUD1 7Mar16 GoZ interim 2016 income distributionAUD3,1 million R11.02:AUD1 6 Sep 16 GoZ final 2016 income distribution(AUD14,0 million) R9.72:AUD1 15 Sep 14 GoZ final 2014 distribution re-investment plan

It is estimated that for the final distribution for 2014 from GoZ, a R1.00 increase/decrease in the spot exchange rate to AUD would increase/decreasetheGroup’sexpectedprofitbeforetaxationbyR4,7million;83%ofanticipateddistributionishedged(2013:Rnil,100%oftheanticipateddistribution is hedged).

It is estimated that for the distribution for 2015 from GoZ, a R1.00 increase/decrease in spot exchange rate to AUD would increase/decrease the Group’s expected profit before taxation by R31,0 million (52% of the anticipated distribution is hedged).

(c) Other market price riskThe Group is exposed to equity price risk, which arises from the investment in Acucap and Sycom, reflected under listed investments. The primary goal of the investment is to provide the Group with indirect exposure to the retail and office portfolios of Acucap and Sycom.

The Group’s listed equity investments in Acucap and Sycom are listed on the Johannesburg Stock exchange. These investments are measured at fair value and changes therein are recognised in other comprehensive income and presented in a non-distributable reserve in equity. A 2% increase in the share prices of Acucap and Sycom at the reporting date would have increased profit and equity by R89 million (FY13: nil); an equal change in the opposite direction would have decreased profit and equity by R89 million (FY13: nil).

44.6 Liquidity risk LiquidityriskistheriskthattheGroupwillnotbeabletomeetitsfinancialobligationsastheyfalldue.TheGroup’spolicyistoseektominimiseits exposure to liquidity risk by balancing its exposure to interest rate risk and to refinance risk. In effect the Group seeks to borrow for as long as possible at the lowest acceptable cost. The Group regularly reviews the maturity profile of its financial liabilities and seeks to avoid concentration of maturities through the regular replacement of facilities, and by using a selection of maturity dates.

The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual cash flows.

Within 1 year Rm

1 – 2 years Rm

3 – 5 years Rm

Over 5 years Rm

Totals Rm

2014Interest-bearing borrowings 5 247 4 748 7 432 7 110 24 537 Non-current and current liabilities – GoZ 2 080 461 9 679 – 12 220 Trade and other payables 496 – – – 496 Distribution for linked unitholders 171 – – – 171

7 994 5 209 17 111 7 110 37 424

2013Non-current liabilities – debentures* 47289 – – – 47289Interest-bearing borrowings 3 145 4097 6791 3 516 17549Non-current and current liabilities – GoZ 873 469 6 802 2373 10517Trade and other payables 909 – – – 909 Distribution for linked unitholders 1 563 – – – 1 563

53779 4 566 13 593 5 889 77827

* After Growthpoint Properties Limited converted to a REIT, debentures were settled by conversion to equity.



2014 Rm

2013 Rm

44. FInanCIaL RISK managEmEnT CoNTINUeD44.6 Liquidity risk continued

Cash flows are monitored on a monthly basis to ensure that cash resources are adequate to meet the funding requirements of the Group.

In terms of covenants with certain banks, the nominal value of long-term interest-bearing borrowings may not exceed 50% of the value of investment property (including investment property reclassified as held for sale, the equity-accounted investments and the unlisted investments):Value of investment property (including investment property reclassified as held for sale) 69 913 54 231 equity-accounted investment – V&A Waterfront and other 5 722 5 444 Listedinvestments 4 457 –

Total 80 092 5967550% thereof 40 046 29 838 Nominal value of borrowings utilised at year-end 25 045 19571Potential borrowing capacity 15 001 10267Facilities available in terms of existing agreements at year-end 5 072 4217

45. CaPITaL managEmEnT In terms of its Memorandum of Incorporation, Growthpoint has unlimited borrowing capacity. Growthpoint is funded partly by owners’ capital and partly by external borrowings. In terms of various covenants that Growthpoint is committed to in terms of its external borrowings, the maximum value of external borrowings as a percentage of the value of property assets is 50% (including the investment in the V&A Waterfront, other equity-accounted investments and listed investments). In practice, Growthpoint aims to keep gearing levels between 30% and 40% over the long term. At 30 June 2014, the nominal value of borrowings, net of cash, was equal to 30.8% (2013: 29.6%) of the value of property assets. excluding Australia,theratiodecreasesto27.3%(2013:23.9%).TheGroupcompliedfullywiththecovenantsinrespectofallloanfacilitiesduringtheyear.

The following issues of new shares were effected during the financial year ended 30 June 2014:• 23September2013:44407161shares,pursuanttoelectionsofthedividendre-investmentalternativeofferedinrespectofthefinal2013cashdividendof76.3centspershareforthefinancialyearended30June2013.TheseshareswereissuedatapriceofR22.00pershare,ata4.4%discount to the five-day volume weighted average price (ex-distribution) as at the close of business on Thursday, 5 September 2013.

• 2 January 2014: 15 855 821 shares at R25.00 per share as consideration for the acquisition of 100% of the issued shares of Abseq Properties (Pty)Ltdwitheffectfrom1January2014.

• 3March2014and19March2014:87593241sharesand5683415 sharesatR27.00pershareaspart-considerationfortheacquisitionof100%oftheissuedsharesofTiberPropertyGroup(Pty)Ltdwitheffectfrom1March2014.

• 1 April 2014: 48 664 034 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the interim 2014 cash dividendof78.5centspersharefortheperiodended31December2013.TheseshareswereissuedatapriceofR21.50pershare,ata3.8%discount to the five-day volume weighted average price (ex-distribution) as at the close of business on Wednesday, 12 March 2014.

• From23April2014to19May2014:191146257shares,fortheinvestmentinlistedREITs,AcucapPropertiesLimitedandSycomPropertyFund.These units were issued at a price of R24.36.

TheBoard’spolicyistomaintainastrongcapitalbase,comprisingitsshareholders/unitholders’interest,soastomaintaininvestor,creditorandmarket confidence and to sustain future development of the business. It is the Group’s stated purpose to deliver long-term sustainable growth in distributionspershare.TheBoardofDirectorsmonitorsthelevelofdistributionstoshareholdersandensurescompliancewiththeIncomeTaxAct,JSE Listings Requirements and that no profitsof a capital nature aredistributed.Therewere no changes in theGroup’s approach to capitalmanagement during the year. Neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.

12 aLICE LanE, SandTOn (CO-OWnEd WITH ZEnPROP)

propErTy porTFoLIo

RangE InduSTRIaL PaRK, CaPE TOWn

property portfolio summary 74

property portfolio Detail 76

74

propErTy porTFoLIo SUMMAry

PROPERTy PORTfOlIO SUmmARyAT 30 JUNe 2014

number ofproperties

gLa m²

Vacancy m²

Vacancy %

Value Rm

Value/m² (excludingadditional

bulk) Rand

gross rental(month/m²)

Rand

Forward yield

%

RETaIL PORTFOLIO (RSa)

Regional Shopping Centres 13 584 223 18764 3.2% 11 491 19 669 160 7.8%

Community Shopping Centres 11 225907 18 133 8.0% 3271 14 480 140 9.0%

Neighbourhood Shopping Centres 12 80 149 3 454 4.3% 785 9794 102 9.3%

Retail Warehouse 1 3 914 – – 14 3577 * 10.0%

Speciality Centres 2 13 553 110 0.8% 186 13731 * 9.4%

VacantLand(includinghouse) 2 – – – 9 – * –

Total Retail 41 907 746 40 461 4.5% 15 756 17 347 149 8.2%

OFFICE PORTFOLIO (RSa)

High-Rise offices: Investec 2 83781 – – 2447 29 205 * 10.1%

High-Rise offices 15 195770 22748 11.6% 2 842 14 515 122 7.1%

Low-RiseOffices 69 485 633 40 081 8.3% 8337 17091 135 8.2%

Low-RiseOffices*** 2 13 982 – – 315 22 494 * 8.9%

office Parks 62 555567 50 484 9.1% 7700 13 853 119 8.2%

office/Warehouse 1 69 900 2 081 3.0% 572 8 184 74 9.2%

Mixed Use: office and Retail 3 42 086 1447 3.4% 702 16 668 136 8.3%

Hospital 1 14 022 – – 390 27827 * 9.0%

VacantLand 10 – – – 1 022 – * –

Total Office 165 1 460 741 116 842 8.0% 24 327 16 257 132 8.2%

InduSTRIaL PORTFOLIO (RSa)

Warehousing 100 944 400 30 531 3.2% 3 404 3 548 36 10.5%

Industrial Parks 10 373550 6 080 1.6% 1 440 3770 40 9.9%

Retail Warehouses 10 94 199 3 184 3.4% 454 4753 52 10.4%

Motor-Related outlets 14 60744 – – 407 6705 74 11.4%

Mini Units 19 147156 11 566 7.9% 643 4370 51 10.1%

Midi Units 8 80 689 661 0.8% 350 4 340 44 9.5%

Maxi Unit 1 14 466 – – 61 4 203 43 9.4%

Low-GradeIndustrial 26 172852 8 694 5.0% 527 2 952 33 9.2%

High-Tech Industrial 12 96 220 280 0.3% 580 5 956 54 9.7%

High-Grade Industrial 25 210 183 3 880 1.8% 1 305 6207 55 9.2%

VacantLand 5 – – – 115 – * –

Total Industrial 230 2 194 459 64 876 3.0% 9 286 4 127 42 10.1%

Total growthpoint (RSa excluding V&a) 436 4 562 946 222 179 4.9% 49 369 10 638 91 8.6%


PROPERTy PORTfOlIO SUmmARy

number ofproperties

gLa m²

Vacancy m²

Vacancy %

Value Rm


bulk) Rand


Rand

Forward yield

%

V&a WaTERFROnT

Retail Property 46 419 811 1.7% 3 256 70144 412 6.5%

office Property 50 141 1 460 2.9% 1 111 22 158 152 7.8%

Fishing and Industrial Property 57461 – – 394 6857 98 8.1%

Hotel and Residential 41679 704 – 685 16 435 101 8.1%

UndevelopedBulk – – – 501 – – –

Total V&a Waterfront 1 195 700 2 975 1.5% 5 947 27 828 172 6.8%

TOTaL gROWTHPOInT (RSa) 437 4 758 646 225 154 4.7% 55 316 11 344 95 8.4%

gROWTHPOInT auSTRaLIa

Industrial 35 857565 10714 1.2% 10 400 12127 135** 8.1%

office 16 179175 5072 2.8% 10 459 58373 458** 8.2%

Total australia 51 1 036 740 15 786 1.5% 20 859 20 120 192** 8.2%

TOTaL gROWTHPOInT 488 5 795 386 240 940 4.2% 76 175 12 914 104 8.0%

Gross rental/m² per month is the weighted average actual gross rental, consisting of net rental, operating cost recoveries and recovery of assessment rates.

Forward yield is the budgeted net income for the year to 30 June 2015 as a percentage of the property value.Notes to the Property Portfolio Summary and Detail* Single-tenanted properties or vacant** Based on rental per annum in AUD*** Equity-accounted buildings

76

propErTy porTFoLIo DETAIL

Property name LocationgLa

m² Vacancy

% Value

Rm


bulk)Rand

gross rental

(month/m²)Rand

RETaIL PORTFOLIO

Regional Shopping Centres 584 223 3.2% 11 491 19 669 160

1 Alberton City Johannesburg 47615 3.8% 877 18 414 156

2BrooklynMallandDesign Square(75%) Pretoria 56 069 2.7% 1 953 34 839 245

3 City View Durban 41 218 4.8% 308 7480 76

4 Kolonnade (50%) Pretoria 37893 0.8% 958 25 292 187

5 LaLuciaMall Durban 36379 1.4% 1 066 29 295 211

6 LakesideMall Benoni 67515 10.0% 1 234 18270 156

7 LongbeachMall Cape Town 31237 2.9% 452 14470 130

8 Northgate (50%) Johannesburg 45 329 4.0% 756 16 669 148

9 River Square Shopping Centre Vereeniging 38 928 4.7% 572 14702 125

10 The Avenues Springs 34719 2.0% 395 11 383 101

11 Waterfall Mall Rustenburg 49 228 1.2% 1287 26 142 195

12 Woodmead Retail Park Johannesburg 54 891 – 732 13 328 138

13 Walmer Park Shopping Centre PortElizabeth 43 202 – 901 20 858 167

Community Shopping Centres 225 907 8.0% 3 271 14 480 140

1 Arcadia Centre Pretoria 23 424 29.8% 67 2 929 52

2 BeaconBayRetailPark EastLondon 27305 – 339 12397 120

3 City Mall Klerksdorp 24 638 11.5% 360 14 615 145

4 Golden Acre Cape Town 33750 4.7% 505 14 963 165

5 Grayston Shopping Centre Sandton 4 334 0.6% 90 20761 201

6 HatfieldPlaza Pretoria 19 295 5.3% 314 16 268 163

7 Mark Park Vereeniging 21 163 6.2% 226 10674 96

8 Meadowdale Value Centre Germiston 17878 11.7% 100 5571 96

9 Middestad Mall Cape Town 19 953 2.1% 272 13607 152

10 Picbel Parkade Cape Town 13797 13.6% 185 13387 113

11 The Constantia Village Cape Town 20370 – 813 39 926 260

PROPERTy PORTfOlIO DETAIlAT 30 JUNe 2014

RSA


PROPERTy PORTfOlIO DETAIl


m² Vacancy

% Value

Rm


bulk)Rand

gross rental

(month/m²)Rand

neighbourhood Shopping Centres 80 149 4.3% 785 9 794 102

1 BlackheathRendezvous Johannesburg 4 326 – 50 11675 108

2 CampusBuilding Pretoria 3179 39.1% 35 11 103 171

3 Edgars–Bloemfontein Bloemfontein 5 985 – 43 7151 *

4 Grand Parade Centre Cape Town 10 542 5.4% 99 9 400 104

5 Hatfield Mall Pretoria 6 332 12.5% 54 8 528 110

6 Jet–Bloemfontein Bloemfontein 5 984 – 30 5 013 *

7 Norkem Mall Kempton Park 9 596 3.7% 96 9 984 106

8 oK empangeni Durban 13607 0.6% 152 11178 99

9 Palm Springs Springs 11174 2.3% 109 9737 101

10 Sportsmans Warehouse Cape Town 3 503 – 45 12789 121

11 StandardPlaza Pretoria 2732 5.4% 32 11 601 132

12 Stanger Durban 3 189 – 40 12574 121

Retail Warehouse 3 914 – 14 3 577 *

1 Amrel Alberton Johannesburg 3 914 – 14 3577 *

Speciality Centres 13 553 0.8% 186 13 731 *

1 Virgin Active Vereeniging 3 250 – 38 11754 *

2 Waterfall Mall Value Centre Rustenburg 10 303 1.1% 148 14 355 136

Vacant Land – – 9 – *

1 River House Vereeniging – – 3 – *

2 Waterfall Cashan Rustenburg – – 6 – *

41 TOTaL RETaIL 907 746 4.5% 15 756 17 347 149

78



m²Vacancy

%Value

Rm


bulk)Rand


Rand

OFFICE PORTFOLIO

High-Rise Offices: Investec 83 781 – 2 447 29 205 *

1 100 Grayston Drive Sandton 70945 – 2 084 29 369 *

2 36 Hans Strijdom Cape Town 12 836 – 363 28 295 *

High-Rise Offices 195 770 11.6% 2 842 14 515 122

1 11 Adderley Cape Town 21 569 – 255 11827 115

2 33BreeStreetand30Waterkant Cape Town 12 382 0.1% 214 17259 103

3 44 on Grand Central Midrand 7418 21.2% 130 17510 143

4 Fairview office Park PortElizabeth 16 584 43.0% 114 6 856 96

5 Fredman Towers Sandton 14 912 10.1% 271 18 180 162

6 InfotechBuilding Pretoria 10 263 6.9% 101 9871 113

7 Menlyn Corner Pretoria 10047 52.8% 227 22 554 147

8 Metropark Pretoria 20 044 17.0% 85 4 216 78

9 Newlands on Main Cape Town 12 803 1.6% 209 16 355 125

10 Paramount Place Cape Town 12 506 – 166 13273 102

11 Salga House Cape Town 6 522 13.5% 81 12 420 72

12 Sanofi House Midrand 8 040 25.1% 103 12 861 121

13 The District Cape Town 18 412 – 267 14 512 122

14 The Terraces Cape Town 11 612 – 172 14 829 108

15 The Towers (50%) Sandton 12 656 – 447 35 284 230

Low-Rise Offices 485 633 8.3% 8 337 17 091 135

1 1 Sixty Jan Smuts Avenue Johannesburg 16 544 15.3% 229 13872 119

2 100 West Street Sandton 3 850 – 80 20727 139

3 103 Central Street Johannesburg 2 338 6.5% 34 14 500 127

4 12 Alice (50%) Sandton 8772 – 166 18 868 *

5 132 Jan Smuts Avenue Sandton 9 351 6.0% 100 10 694 101

6 138 West Sandown 10 081 8.8% 228 22617 195

7 200 on Main Cape Town 4 615 0.5% 61 13 239 *

8 24 Peter Place Sandton 4 233 67.7% 49 11 598 101

9 25 Rudd Road Sandton 3 233 33.0% 36 11 166 125

10 271VealeStreet Pretoria 4 614 – 71 15 411 *

11 295 Florida Road Durban 2 496 13.0% 28 11 136 112

12 50 Wierda Road Sandton 2 362 – 25 10711 156

13 6 Georgian Crescent Sandton 897 – 10 11706 *

14 61 Central Johannesburg 3607 – 59 16 303 *


PROPERTy PORTfOlIO DETAIl cOnTInUED


m²Vacancy

%Value

Rm


bulk)Rand


Rand

15 68 oak Avenue Pretoria 4 454 – 33 7386 104

16 7WesselsRoad Sandton 2 230 – 37 16 592 *

17 70Grayston Sandton 4 150 0.1% 58 13975 120

18 ADT House Cape Town 4797 – 59 12 258 *

19 Anslow Park (Nestle) Sandton 11 986 – 374 29701 206

20 Autopage Midrand 8676 – 122 14 119 *

21 Autumn Road Sandton 9967 – 144 14457 113

22 BarclaysIllovo Sandton 5 094 – 110 21 594 *

23 BCX–FaerieGlen Pretoria 5178 – 71 13770 *

24 BCX–PortElizabeth PortElizabeth 5327 39.6% 38 7171 76

25 BoundaryPlace Sandton 3 654 – 55 14 944 128

26 BrookfieldOfficePark Pretoria 7459 62.4% 109 14 614 138

27 City Varsity Cape Town 1 869 – 17 9 203 *

28 Deloitte & Touche Durban 6 313 – 113 17867 *

29 Devcon Place Sandton 3 680 8.2% 33 9076 91

30 eastgate 20 Sandton 4 556 – 100 21 949 *

31 engen House Johannesburg 7501 – 105 14 038 134

32 Erf65Bryanston Sandton 5807 0.3% 119 20 494 179

33 eton Road Sandton 1 338 – 27 19 880 176

34 Grayston Place Sandton 4976 – 96 19 293 *

35 Greenacres office Park PortElizabeth 12 055 16.3% 103 8 511 90

36 Grosvenor Corner Johannesburg 13 885 3.6% 216 15 528 132

37 Homestead Place Sandton 5497 52.0% 59 10735 102

38 Honeywell Midrand 3792 – 47 12 315 *

39 HP Senderwood Bedfordview 4371 – 77 17547 *

40 Hunts end Sandton 10117 26.7% 150 14827 127

41 IBM Sandton 14077 – 222 15770 *

42 Inanda Greens (50%) Sandton 40 509 4.2% 857 20711 157

43 Inyanda 2 (50%) Johannesburg 5 193 – 94 18 198 *

44 LincolnontheLake Durban 6 610 3.0% 111 16778 155

45 LongkloofStudios Cape Town 11 635 – 171 14671 127

46 LumleyHouse Johannesburg 2742 1.6% 43 15574 126

47 MayfairontheLake Durban 6171 5.0% 95 15 412 139

48 Merck Cape Town 4 163 – 57 13764 *

49 MLTHouse Cape Town 1 239 5.0% 13 10 169 80

80



m²Vacancy

%Value

Rm


bulk)Rand


Rand

50 Morningside 1331 Sandton 3 492 – 55 15750 *

51 MTN Mount edgecombe Durban 7013 – 97 13817 *

52 N1 Medical Chambers Cape Town 4 450 – 74 16 540 *

53 oxford Corner Sandton 8 804 – 260 29 534 213

54 PricewaterhouseCoopers Paarl 1720 – 24 14 128 *

55 RicohBuilding Bedfordview 4 438 – 67 15 052 *

56 Sandown erf 169 Sandton 2 062 – 37 17944 *

57 Sandown erven 159-162 Sandton 2 514 – 46 17343 *

58 Sandown Mews Sandton 18 822 21.5% 309 16417 156

59 SovereignQuay Cape Town 8 352 6.3% 116 13 925 120

60 St Davids Park Johannesburg 12 066 20.2% 117 9697 192

61 Strathavon 11 Sandton 9 146 5.3% 168 18 369 151

62 The Avalon Cape Town 4785 12.0% 42 8 840 82

63 TheBoulevard Durban 3 051 – 46 15 143 *

64 The Place Sandton 34 023 13.2% 979 28777 195

65 Thebe House Johannesburg 3 622 14.2% 42 11705 123

66 Tsebo House Johannesburg 1 988 – 33 16 801 *

67 Turbine Square Hall Johannesburg 22796 1.0% 454 19 916 *

68 Wierda Court Sandton 2 232 – 38 17022 *

69 Wierda Gables Sandton 2 196 42.1% 22 10 109 *

Low-Rise Offices *** 13 982 – 315 22 494 *

1 Inyanda 1, 3 and 4 (50%) Johannesburg 11 606 – 256 22 015 *

2 Tata 1 and 2 (50%) Sandton 2376 – 59 24 832 *

Office Parks 555 567 9.1% 7 700 13 853 119

1 1 Montgomery Durban 10376 10.5% 131 12 635 120

2 1 River Street Johannesburg 1 352 – 22 16272 *

3 10 Riviera Road Johannesburg 1 258 0.5% 14 11367 *

4 19 Impala Road Sandton 2796 0.6% 42 15 022 131

5 19 West Street Johannesburg 1 452 52.8% 15 10 331 *

6 21 West Street Johannesburg 1 350 1.9% 21 15700 127

7 22 Impala Road Sandton 1 092 – 17 15 569 *

8 23 Impala Road Sandton 1 809 21.8% 28 15478 *

9 257OxfordRoad Sandton 3137 0.5% 43 12 449 129

10 29 Impala Road Sandton 1376 – 20 14 538 93

11 31 West Street Johannesburg 1 239 1.2% 18 14 524 134

12 29 West Street Johannesburg 1 431 21.3% 18 12576 128

13 9 Frosterley Crescent Durban 1 154 – 16 14 302 131




m²Vacancy

%Value

Rm


bulk)Rand


Rand

14 ABSAFrosterley Durban 3167 – 52 16 388 *

15 BCX–CenturyCity Cape Town 12 004 5.7% 168 14 020 108

16 BCX–Durban1 Durban 2 509 – 33 13074 125

17 BCX–Durban2 Durban 4 906 – 72 14 696 *

18 BCX–Durban3 Durban 939 – 13 13738 *

19 BCX–MidrandABC Midrand 5746 – 53 9172 *

20 BCX–MidrandDQE Midrand 13 800 – 122 8 841 *

21 BelmontOfficePark Cape Town 14 463 – 217 14 983 121

22 BelvedereOfficePark Cape Town 5979 0.2% 73 12 142 116

23 BritishConsulGeneral Johannesburg 1 048 – 22 20 992 *

24 Central Park Johannesburg 34 214 0.7% 371 10 852 95

25 Chislehurston Sandton 2 169 – 30 13 693 140

26 Constantia office Park Johannesburg 72411 7.6% 1 006 13 890 120

27 Country Club estate Johannesburg 26978 6.9% 498 18 463 140

28 Ditsela Place Pretoria 3 121 – 47 14 963 127

29 Dunkeld office Park Johannesburg 2 242 – 34 15 252 *

30 edgecombe office Park Durban 4 498 18.4% 61 13517 130

31 EOHBusinessPark Johannesburg 20 150 1.0% 291 14427 111

32 equity House Johannesburg 1 643 0.2% 25 15 213 137

33 eton office Park Sandton 8749 12.3% 116 13 213 110

34 Freestone Park Sandton 5 539 34.3% 87 15707 136

35 Grayston office Park Sandton 13 632 – 213 15 610 108

36 Hatfield Gardens Pretoria 25701 28.4% 341 13 256 119

37 Healthcare Park Johannesburg 13 694 – 201 14 648 116

38 Homestead Park Sandton 10 654 46.4% 101 9 480 118

39 Illovo Corner Sandton 10 194 – 218 21 384 163

40 Kirstenhof office Park Johannesburg 3837 – 40 10 398 121

41 Lakeside3 Pretoria 6 428 – 118 18 295 *

42 Morningside Close Sandton 4 418 0.9% 44 10072 102

43 OgilvyBuilding Sandton 7986 – 139 17456 *

44 Pavilion office Park Sandton 3607 9.6% 26 7348 86

45 Peter Place office Park Sandton 8 461 4.8% 112 13237 129

46 Pinewood office Park Johannesburg 7082 5.9% 82 11 606 102

47 Pinmill Farm (50%) Sandton 11387 7.8% 165 14 490 140

48 Riverpark Cape Town 13 322 5.0% 219 16 416 110

49 Riviera Road office Park Johannesburg 4770 0.2% 76 15 955 135

50 Rosebank office Park Johannesburg 4 192 2.3% 59 14147 109

82



m²Vacancy

%Value

Rm


bulk)Rand


Rand

51 Sandton Place Sandton 3 832 50.9% 44 11 456 135

52 Sandton Close 1 Sandton 12 538 63.1% 91 7258 131

53 Sandton Close 2 Sandton 12 486 22.7% 138 11 093 106

54 StandardBankUmhlanga Durban 3 215 – 36 11 136 117

55 Sunnyside Ridge office Park Johannesburg 29 809 7.4% 361 12 114 106

56 The Crescent Sandton 3764 – 35 9327 *

57 The estuaries Cape Town 11527 – 204 17663 123

58 The oval Sandton 10 549 15.7% 119 11 299 103

59 The oval (Newlands) Cape Town 8 554 0.8% 187 21907 163

60 Waterfall Park Johannesburg 8 221 – 122 14 841 *

61 Willowbridge Cape Town 6 626 – 134 20 299 *

62 Woodmead estate Johannesburg 18 984 19.9% 279 14 696 130

Office/Warehouse 69 900 3.0% 572 8 184 74

1 GrowthpointBusinessPark Johannesburg 69 900 3.0% 572 8 184 74

mixed use: Office and Retail 42 086 3.4% 702 16 668 137

1 De Waterkant Centre Cape Town 5537 – 88 15 839 127

2 MenlynPiazza Pretoria 7103 20.0% 85 11 909 135

3 MontClare Place Cape Town 29 446 0.1% 529 17972 139

Hospital 14 022 – 390 27 827 *

1 N1 City Hospital Cape Town 14 022 – 390 27827 *

Vacant Land/Land under development – – 1 022 – –

1 144 oxford Road Sandton – – 49 – –

2 BridgewayPark Cape Town – – 72 – –

3 Lakeside1 Pretoria – – 10 – –

4 Lakeside2 Pretoria – – 16 – –

5 Ridgeview Durban – – 38 – –

6 Discovery – Phase 1 Sandton – – 426 – –

7 The Annex (50%) Sandton – – 229 – –

8 TheBoulevard Durban – – 25 – –

9 The Willow Sandton – – 141 – –

10 The Worx Zone 1 Durban – – 16 – –

165 TOTaL OFFICE 1 460 741 8.0% 24 327 16 257 132



Property name Location gLa

m² Vacancy

% Value

Rm

Value/m²(excludingadditional

bulk)Rand


Rand

InduSTRIaL PORTFOLIO

Warehousing 944 400 3.2% 3 404 3 548 36

1 10 Richard Carte Road Durban 20 142 – 108 5357 54

2 20 Rustic Close Durban 16 301 65.4% 102 6270 61

3 116 Teakwood Road Durban 4 948 – 25 5 113 47

4 131Bofors Cape Town 7071 – 34 3437 *

5 23 Herman Road Germiston 3579 – 19 5 224 *

6 4 Halifax Road Durban 3 410 – 16 4721 51

7 57MobileRoad Cape Town 2 940 – 16 5 442 *

8 Aeroton7of17 Johannesburg 3247 – 11 3 511 *

9 African Gabions Durban 5 314 – 24 4 460 *

10 Afship Johannesburg 1 916 – 9 4 486 *

11 Alrode706 Alberton 7045 – 24 3407 *

12 Alrode erf 34 Alberton 7491 – 16 2176 25

13 Alternator Cape Town 8752 – 41 4730 *

14 Astron Johannesburg 12 313 – 40 3 232 *

15 Belgrade Johannesburg 6 989 – 33 4722 *

16 BunkersHill Durban 10 204 – 48 4 655 *

17 Cempark Boksburg 35 932 – 96 2 686 *

18 Chadwick Sandton 1 256 – 6 5176 51

19 Chain Avenue Cape Town 12 698 – 51 4 001 38

20 Chemserve Johannesburg 9 445 – 46 4 923 *

21 Coldcem Boksburg 5785 – 41 7139 *

22 Commerce Corner Sandton 1 453 – 25 17068 177

23 Covora Boksburg 5 839 – 27 4675 *

24 DCDDorbyl–Boksburg Boksburg 39 601 – 68 1712 *

25 DCD Dorbyl – Duncanville Vereeniging 32 652 – 31 965 *

26 Denmaree Johannesburg 5 500 – 7 1 436 *

27 Dominic Corner Boksburg 7580 – 28 3 681 *

28 elvan Germiston 16 024 – 62 3 888 *

29 engine Avenue Cape Town 1730 – 6 3 642 *

30 epping 1 Cape Town 1 835 – 6 3 216 35

31 epping 2 Cape Town 7104 – 23 3 294 35

32 epping 3 Cape Town 2 962 – 8 2 599 *

33 epping 4 Cape Town 2 345 – 7 3070 *

84


m² Vacancy

% Value

Rm


bulk)Rand


Rand

34 epping 5 Cape Town 2 594 – 8 3 045 *

35 epping 6 Cape Town 1317 – 4 3 189 *

36 equitable Johannesburg 2273 – 7 3 300 *

37 eskom Road Durban 6 651 – 30 4 481 45

38 Fitzmaurice Cape Town 25970 – 59 2 268 25

39 Flemming Germiston 1 390 – 7 4 892 *

40 Foreshore Durban 9247 – 21 2 314 *

41 Fourwinds Cape Town 4 618 – 24 5 349 *

42 Garfield Alberton 7806 – 23 2 934 *

43 Gemini Sandton 1 431 – 9 6 639 *

44 Gewel Johannesburg 2 199 – 9 4275 *

45 Gillitts Road Industrial Park Durban 16 888 – 58 3 434 *

46 Global Johannesburg 8 332 – 51 6097 *

47 Goodenough Cape Town 8 526 – 26 3 038 *

48 Goodrich Durban 5 864 100.0% 25 3769 *

49 Greenbushes–PortElizabeth PortElizabeth 13 539 – 109 8 051 *

50 Grenville Cape Town 16 220 – 124 7657 61

51 Greystones Heliport Durban 2427 – 16 6 428 75

52 Greystones Factory Durban 1 985 – 24 12 242 *

53 Hawland Johannesburg 5 223 – 20 3 906 *

54 Hewett Cape Town 7031 – 21 2 930 *

55 Hulley Johannesburg 3 264 – 14 4 442 *

56 Independence Square Cape Town 7923 – 31 4 014 42

57 Isowrench Johannesburg 4078 – 29 7160 *

58 JDG Group Warehouse Germiston 30570 18.8% 62 2 041 *

59 KulingileBuilding Johannesburg 49 000 – 122 2 492 *

60 LaserClayville Johannesburg 9 645 – 33 3 401 *

61 LaserCommercialErven2and3 Johannesburg 2 531 – 8 3 200 *

62 LaserCommercialErf64 Johannesburg 5 520 – 21 3732 *

63 LaserCommercialErf65 Johannesburg 5 310 – 19 3 616 *

64 LaserIsipingo Durban 6 881 – 32 4 680 *

65 LaserNewBrighton PortElizabeth 4 041 – 11 2 648 *

66 LaserSilvertondale Pretoria 2 085 – 8 3741 *

67 LowCostMarketing Germiston 3 054 – 15 4 944 *

68 Mandy Road Johannesburg 12 053 – 36 2 954 *





m² Vacancy

% Value

Rm


bulk)Rand


Rand

69 Meadowbrook Germiston 13 821 3.9% 34 2475 26

70 Meadowbrook estate Germiston 9 684 – 118 12237 78

71 Metkor Durban 20767 – 89 4 295 46

72 Metprop Cape Cape Town 12 541 – 19 1 499 29

73 Montani Johannesburg 12722 – 28 2 232 *

74 Moorsom Cape Town 16 808 – 46 2731 *

75 Neon Springs 10927 – 19 1785 *

76 Newmarket Industrial estate Alberton 34075 – 127 3751 33

77 Novex Sandton 3 496 – 14 3976 *

78 Nuffield Springs 10 514 – 18 1760 *

79 osram Johannesburg 6 332 – 24 3759 *

80 Penraz Johannesburg 18 402 – 44 2 369 *

81 Pick n Pay – Pinetown Durban 10 559 – 58 5 531 *

82 Portion 35 Alrode Alberton 10 333 – 24 2 352 *

83 Premier equipment Boksburg 12 436 – 59 4776 *

84 Prolecon Johannesburg 19779 22.5% 57 2 882 28

85 Propower Cape Town 6417 – 29 4 504 43

86 Protrans Boksburg 5 439 – 26 4744 *

87 PS Props Boksburg 6 600 – 25 3773 *

88 Range Industrial Park Cape Town 6 263 52.1% 35 – *

89 Redwood Alberton 16 645 – 49 2 968 *

90 Sebenza137 Johannesburg 3 698 – 11 2975 *

91 Serenade Johannesburg 3 390 – 14 4 159 *

92 Trafford Park Durban 12 629 – 49 3872 *

93 Vereeniging Street 36 Alberton 4 962 – 10 1 995 *

94 VinimarkBuilding–Linbro Johannesburg 2 800 – 16 5857 *

95 Wasteman Cape Town 7975 – 16 – *

96 Watt Germiston 2 841 – 13 4 646 *

97 Westmead Factory Durban 4 300 – 18 4 163 53

98 Whitworth Johannesburg 3 341 – 14 4 221 *

99 Wingfield Boksburg 6 558 – 30 4 544 *

100 Zandfontein Pretoria 18457 – 51 2774 *

86


m² Vacancy

% Value

Rm


bulk)Rand


Rand

Industrial Parks 373 550 1.6% 1 440 3 770 40

1 CeltisBusinessPark Johannesburg 9 300 – 33 3 581 *

2 Central Park – Cape Town Cape Town 49 135 0.8% 147 2 994 37

3 Gold Reef Park Johannesburg 20157 – 71 3 518 42

4 Growthpoint Industrial estate Germiston 61 244 1.7% 400 6 015 55

5 Hilltop Industrial Park Johannesburg 66 564 – 194 2 919 33

6 Maitland Industrial Park Cape Town 27961 – 113 4 052 45

7 omni Park Johannesburg 41 331 10.0% 162 3907 42

8 Pine Industrial Park Durban 39 150 – 134 3 433 37

9 Route 24 Germiston 23 103 1.8% 81 3476 39

10 Runway Park Durban 35 605 – 105 2 943 33

Retail Warehouses 94 199 3.4% 454 4 753 52

1 BuildersMarket Middelburg 12973 – 41 3 168 34

2 Commercial City Johannesburg 14147 – 88 6 249 63

3 Fountains Motown Pretoria 11 951 12.4% 58 4 836 69

4 Gateway Alberton 5 953 13.4% 39 6 585 70

5 Greenhills Centre Johannesburg 1 860 – 15 7849 89

6 Isipingo2257 Durban 9774 – 53 4779 *

7 M1 Place Sandton 12 989 – 40 3072 46

8 Meadowdale Germiston 15792 5.7% 97 6117 59

9 Metro Cash & Carry Krugersdorp 4 800 – 13 2792 *

10 Metro Cash & Carry Vanderbijlpark 3 960 – 10 2 525 *

motor-Related Outlets 60 744 – 407 6 705 74

1 Acacia Pretoria 2573 – 23 9017 *

2 Bardene Boksburg 1 260 – 14 10794 *

3 Bonanza Johannesburg 2 002 – 15 7293 *

4 Cornick Johannesburg 3 948 – 16 4 053 *

5 ellenby Motors Pretoria 5 542 – 70 12 558 *

6 Heron Johannesburg 2 252 – 15 6 439 *

7 Kentyre Johannesburg 2 306 – 14 6 245 *

8 Midas Meadowdale Germiston 18 981 – 77 4 083 *

9 N1 Tyre Cape Town 1 345 – 13 9740 *

10 Newton PortElizabeth 947 – 6 6 969 *

11 Pasteur Johannesburg 3074 – 28 9076 *

12 Rushair Johannesburg 12647 – 88 6 990 *

13 Snowy owl Pretoria 1 504 – 8 4987 *

14 Stormain Johannesburg 2 363 – 20 8 635 *





m² Vacancy

% Value

Rm


bulk)Rand


Rand

mini units 147 156 7.9% 643 4 370 51

1 Alumina Pretoria 1375 – 5 3 926 44

2 Chelsea Road Industrial Park Durban 11 589 – 43 3719 40

3 Clayville Mini Units Johannesburg 8 200 50.0% 32 3 866 48

4 Devro Park Durban 3 929 – 13 3 283 44

5 EastgateBusinessPark Sandton 13 523 2.0% 81 5 983 68

6 Ferntowers Johannesburg 5 004 5.5% 19 3857 52

7 Ferndale Commercial Park Johannesburg 4 253 19.0% 15 3527 50

8 Fusie 142 Pretoria 1756 – 7 4157 36

9 Gallagher Place Johannesburg 8 605 – 30 3 452 44

10 Glen Murray Industrial Park Durban 8 296 – 43 5 219 59

11 Greystones Industrial Durban 3 284 – 12 3 563 49

12 Isando Industrial Johannesburg 4 932 31.3% 12 2 453 *

13 Isando Industrial Park Johannesburg 11 936 – 43 3 569 39

14 Knightsgate Germiston 16675 8.9% 79 4756 45

15 Kya North Park Johannesburg 12 923 11.8% 48 3753 46

16 Palm River Durban 8 156 – 33 4 022 52

17 Scientia Pretoria 11 946 3.6% 76 6 329 72

18 StrijdomPark347 Johannesburg 4 654 24.4% 13 2793 31

19 Thynk Industrial Park Durban 6 120 – 39 6 340 73

midi units 80 689 0.8% 350 4 340 45

1 Anchor Industrial Park Boksburg 15 100 4.4% 62 4 106 49

2 City Deep Industrial Park Johannesburg 10 932 – 51 4 656 49

3 eagle Industrial Park (50%) RichardsBay 7699 – 36 4728 *

4 Galaxy Johannesburg 11 505 – 75 6527 63

5 Northreef Johannesburg 2178 – 10 4 683 34

6 Rojolea Johannesburg 4 882 – 11 2 212 23

7 Route 41 Johannesburg 12 556 – 36 2 851 29

8 Westgate (50%) Durban 15837 – 69 4357 *

maxi unit 14 466 – 61 4 203 43

1 LannerPlace Durban 14 466 – 61 4 203 43

88


m² Vacancy

% Value

Rm


bulk)Rand


Rand

Low-grade Industrial 172 852 5.0% 527 2 952 33

1 Airport View Johannesburg 1 024 – 4 4 102 46

2 Allen Road Johannesburg 1719 – 45 16 696 61

3 Belgor Johannesburg 1 222 – 7 5 319 64

4 Bofors2 Cape Town 12 938 3.1% 36 2736 36

5 Chamroy Krugersdorp 10437 – 18 1 686 *

6 Dacres Cape Town 4768 – 17 3 544 *

7 Dekema Germiston 3 050 – 9 2 951 *

8 Gunners Cape Town 32 818 7.9% 68 2078 27

9 Isando 103 Johannesburg 3735 – 16 4177 *

10 Isando 104 Johannesburg 2 345 – 7 3 113 *

11 Isando107 Johannesburg 1 929 – 7 3473 *

12 Janhope Vereeniging 9 181 – 29 3 126 32

13 Kinghall 1 Cape Town 4 950 – 16 3 313 *

14 Kinghall 2 Cape Town 2 482 – 12 4 915 39

15 Linus Cape Town 6478 – 19 2871 32

16 LoperCorner Johannesburg 1 533 – 7 4827 51

17 LoperView Johannesburg 2 116 100.0% 10 4 868 –

18 Maitland Cape Town 9729 – 33 3 392 35

19 Monteer Johannesburg 29 525 12.1% 58 1 961 27

20 New Germany Durban 10170 – 27 2 684 34

21 Portland Germiston 582 – 2 3 608 36

22 Regina Durban 6 942 – 21 3 011 *

23 Romatile Boksburg 4471 – 21 4607 45

24 Spartan View Johannesburg 1 290 – 6 4 961 56

25 Sparticor Johannesburg 1672 – 8 5 021 48

26 Westmead Industrial Park Durban 5746 – 24 4 159 43

High-Tech Industrial 96 220 0.3% 580 5 956 54

1 Adcock Ingram – Midrand Johannesburg 21 536 – 205 9 500 *

2 Altergen Germiston 5756 – 18 3 092 *

3 Cummings Sandton 7502 – 45 6 051 *

4 eagle Freight Germiston 6870 – 40 4 814 *

5 Fifers Johannesburg 5 995 – 29 4837 *

6 Highland Germiston 3 956 – 30 7659 *

7 Impala Road Sandton 6137 4.6% 30 4 921 51

8 Linbro Johannesburg 4 040 – 26 6 535 *

9 National Data Systems Johannesburg 13 392 – 46 3 443 *





m² Vacancy

% Value

Rm


bulk)Rand


Rand

10 Protec Park Johannesburg 5 496 – 27 4 822 *

11 Stormill 51 Johannesburg 1755 – 9 4 843 *

12 Tripark Johannesburg 13785 – 75 5 455 57

High-grade Industrial 210 183 1.8% 1 305 6 207 55

1 2BakerStreet Cape Town 8 268 – 39 4729 42

2 Aeroport Johannesburg 12867 – 57 4 461 44

3 African Products Germiston 4 539 – 50 11 039 *

4 Albert Amon 212 Germiston 1 490 – 8 5 235 *

5 Corobrik Germiston 2470 22.9% 28 11 295 94

6 ebony Germiston 11 365 – 70 6 133 50

7 electron Johannesburg 6 008 – 20 3 362 37

8 Flamon Johannesburg 1972 – 11 5375 52

9 Gazelle Johannesburg 6 016 – 40 6 566 60

10 Gillets Durban 13 453 – 65 4 869 33

11 Highway Germiston 3 332 – 19 5702 *

12 Hillclimb Road Durban 4 214 – 19 4 556 *

13 Inanda Road Springfield Durban 5770 – 29 4974 50

14 Mount Joy Johannesburg 10067 – 56 5573 *

15 Nestle Cape Town 16 255 – 117 7204 *

16 oude Moulen Cape Town 10 205 – 43 4 214 48

17 PretzelCape Cape Town 2 200 – 12 5 318 *

18 Racetrack Johannesburg 5 923 – 44 7462 *

19 Rectron – Umhlanga Durban 2 293 – 16 7021 *

20 Rivonia Crossing 1 Sandton 14 848 – 159 10709 107

21 Rivonia Crossing 2 Sandton 20 454 15.9% 188 9 192 77

22 TheGroveBusinessEstate Cape Town 17648 – 63 3575 39

23 Trade Centre Mount edgecombe Durban 14 306 – 84 5 858 53

24 Triangle Germiston 3 681 – 21 5759 *

25 Western Province Park Cape Town 10 539 – 47 4 431 45

Vacant Land – – 115 – –

1 MidrandCentralBusinessPark Johannesburg – – 45 – –

2 Maskew Johannesburg – – 5 – –

3 Wadeville70% Germiston – – 19 – –

4 Sailor Malan erf 115/156 Johannesburg – – 8 – –

5 Mill Road Park Cape Town – – 38 – –

230 TOTaL InduSTRIaL 2 194 459 3.0% 9 286 4 127 42

90


0

5

10

15

20

25

30

VACANT

OfficeIndustrial

MONTHLY BY FY15 BY FY16 BY FY17 BY FY18 BY FY19 FY20 AND BEYOND

%

8.0% 5.2%4.7%

13.2%23.0%

17.4%25.7%3.0%

LEASE EXPIRY BY SECTOR (% OF GLA) RSA (EXCLUDING V&A WATERFRONT)

17.6%19.8%

11.4%7.7%

9.9%9.6%

17.3%Retail 4.6% 18.6% 15.5%4.5% 13.3% 15.0% 14.5% 14.0%

6.5%

anaLYSIS OF gROWTHPOInT RSa’S TEnanT BaSE

Retail Office Industrial

gLano. of

tenants gLano. of

tenants gLano. of

tenants

A.Largenationaltenants 504 069 13 377021 8 971535 45 B.Othernationaltenants 189765 67 658 336 217 966712 310 C. other tenants 173451 1 365 308 542 1 009 191 336 497

Total 867285 1 445 1 343 899 1 244 2 129 583 852

Category A consists of tenant groups occupying more than 10 000m² of spaceCategoryBconsistsoftenantgroupsoccupyingbetween1000m²and10000m²ofspaceCategory C consists of tenant groups occupying less than 1 000m² of space

REnTaL ESCaLaTIOnAverage contractual rental escalations in South Africa at 30 June 2014 were:Retail:7.7%(2013:7.7%)Office:8.3%(2013:8.3%)Industrial:8.3%(2013:8.1%)



0

20

40

60

80

VACANT

RetailOfficeIndustrial

BY FY15 BY FY16 BY FY17 BY FY18 BY FY19 FY20 AND BEYOND

%

1.7% 15.3%20.4%

4.3%

7.9%7.5%1.0%

16.2%6.5%

29.0%2.9%

–

LEASE EXPIRY BY SECTOR (% OF GLA) V&A WATERFRONT

20.1%3.7%

–

14.7%4.3%

–

24.1%54.7%

65.7%Residential 27.8% – –72.2% – – –

anaLYSIS OF V&a WaTERFROnT TEnanT BaSE (100%)

Retail Office Industrial Hotel and Residential

gLano. of

tenants gLano. of

tenants gLano. of

tenants gLano. of

tenants

A.Largenationaltenants – – 43 952 2 86 664 6 – –B.Othernationaltenants 49 898 65 29 262 9 27496 6 541 34C. other tenants 41 318 412 24 148 121 764 3 – –

Total 91 216 477 97362 132 114 924 15 541 34


REnTaL ESCaLaTIOnAverage contractual rental escalations at the V&A Waterfront at 30 June 2014 were:Office:7.1%(2013:8.4%)Retail:8.0%(2013:8.4%)Hotel:8.7%(2013:8.3%)Fishing&Industrial:7.9%(2013:8.4%)

92



m2

Vacancy %

ValueRm

Value/m²Rand

gross rental(annum/m²)

aud

InduSTRIaL – auSTRaLIa

Industrial 857 565 1.2% 10 400 12 127 135

1 3 Viola Place BrisbaneAirport,QLD 3 431 – 21 6 121 190

2 5 Viola Place BrisbaneAirport,QLD 14726 – 112 7606 155

3 70DistributionStreet Larapinta,QLD 75425 – 1726 22 884 175

4 13BusinessStreet Yatala,QLD 8 951 – 142 15 864 172

5 29BusinessStreet Yatala,QLD 8 680 – 119 13710 128

6 10 Gassman Street Yatala,QLD 3 188 – 49 15370 170

7 670MacarthurRoad Pinkenba,QLD 5578 – 86 15 418 163

8 10ButlerBoulevard Adelaide Airport, SA 8 461 – 76 8 982 159

9 12-16ButlerBoulevard Adelaide Airport, SA 16 800 – 110 6 548 107

10 599 Main North Road Gepps Cross, SA 67238 – 625 9 295 85

11 120NorthcorpBoulevard Broadmeadows,VIC 58 320 – 692 11 866 92

12 42-44 Garden Street Kilsyth, VIC 25887 – 187 7224 75

13 522-550 Wellington Road Mulgrave, VIC 68 144 – 548 8 042 62

14 Lots2,3,4,44-54RaglanSt Preston, VIC 26 980 – 196 7265 72

15 40 Annandale Road Tullamarine, VIC 44 424 – 365 8 216 106

16 45-55 South Centre Road Tullamarine, VIC 14 082 – 87 6178 81

17 75AnnandaleRoad Tullamarine, VIC 10 280 – 68 6 615 84

18 120LinkRoad Tullamarine, VIC 26517 – 173 6 524 85

19 130 Sharps Road Tullamarine, VIC 28 100 – 233 8 292 103

20 28BilstonDrive Wodonga, VIC 57440 – 752 13 092 105

21 2 Horrie Miller Drive Perth Airport, WA 80374 – 1 206 15 005 130

22 306-318 Abbotts Road Lyndhurst,VIC 10714 100.0% 80 7467 –

23 365FitzgeraldRoad Derrimut, VIC 16 114 – 160 9 929 88

24 81 Derby Street Silverwater, NSW 7984 – 135 16 909 178

25 31 Garden Street Kilsyth, VIC 8 919 – 85 9 530 103

26 60 Annandale Road Tullamarine, VIC 16276 – 130 7987 106

27 27-49LenoreLane erskine Park, NSW 29476 – 508 17234 914

28 51-65LenoreLane erskine Park, NSW 3720 – 254 68 280 82

29 6-7JohnMorphettPlace erskine Park, NSW 24 881 – 391 15715 253

30 9-11DrakeBoulevard Keysborough, VIC 25743 – 258 10 022 65

31 120-132 Atlantic Drive Keysborough, VIC 12 864 – 177 13759 118

32 19 Southern Court Keysborough, VIC 6 455 – 72 11 154 14

33 20 Southern Court Keysborough, VIC 11 430 – 120 10 499 10

34 213-215 Robinsons Road Ravenhall, VIC 21 092 – 246 11 663 127

35 99-103 William Angliss Drive LavertonNorth,VIC 8871 – 211 23785 12

Office 179 175 2.8% 10 459 58 373 458

1 32 Cordelia Street SouthBrisbane,QLD 10 125 2.3% 643 63 506 621

2 52 Merivale Street SouthBrisbane,QLD 9 455 5.8% 568 60074 765

3 32 Cordelia Street (Carpark) SouthBrisbane,QLD – – 104 – –




m2

Vacancy %

ValueRm

Value/m²Rand

gross rental(annum/m²)

aud

4 33-39 Richmond Road Keswick, SA 11 835 – 568 47993 479

5 89 Cambridge Park Drive Cambridge, TAS 6876 – 266 38 685 437

6 GE2–572-576SwanStreet Richmond, VIC 14 660 – 747 50 955 471

7 GE1and3–572-576 Swan Street Richmond, VIC 10 250 – 518 50537 476

8 CarParkBotannica Corporate Park Richmond, VIC – – 12 – 12

9 1231-1241 Sandgate Road Nundah,QLD 12978 – 875 67422 536

10 333 Ann Street Brisbane,QLD 16 490 17.5% 946 57368 991

11 22 Cordelia Street SouthBrisbane,QLD 11 529 12.1% 687 59 589 553

12 42 Merivale Street SouthBrisbane,QLD 6 598 – 448 67899 511

13 219-247PacificHighway Artarmon, NSW 14 388 – 925 64 290 609

14 7LafferDrive BedfordPark,SA 6 639 – 177 26 661 382

15 10-12 Mort Street Canberra, ACT 15 398 – 573 37213 245

16 1 Charles Street Parramatta, NSW 31 954 – 2 402 75170 *

51 TOTaL gROWTHPOInT auSTRaLIa 1 036 740 1.5% 20 859 20 120 192

anaLYSIS OF gROWTHPOInT auSTRaLIa’S TEnanT BaSE

Office Industrial

gLano. of

tenants gLano. of

tenants

A.Largenationaltenants 74358 3 770093 16 B.Othernationaltenants 94 210 23 87472 14 C. other tenants 10607 32 – 3

Total 179175 58 857565 33


REnTaL ESCaLaTIOnAverage contractual rental escalations in Australia at 30 June 2014 were:Office:3.5%(2013:3.5%)Industrial:2.8%(2013:2.7%)

0

20

40

60

80

100

VACANT

OfficeIndustrial

BY FY15 BY FY16 BY FY17 BY FY18 BY FY19 FY20 AND BEYOND

%

2.8% 5.1%0.4%

2.7%3.9%

10.6%6.9%

17.0%7.0%

10.0%5.0%

51.8%75.6%1.2%

LEASE EXPIRY BY SECTOR (% OF GLA) AUSTRALIA

BROOKLYn maLL, PRETORIa

gENErAL INForMATIoN

WaLmER PaRK, PORT ELIZaBETH

shareholDers’ analysis 96

shareholDers’ information 98

Directorate anD aDministration 99

contact Details IBC

96

gENErAL INForMATIoN

SHAREHOlDERS’ AnAlySISAS AT 30 JUNe 2014

Shareholder spreadnumber of

shareholdings% of total

shareholdingsnumber of

shares% of issued

capital

1 – 1 000 shares 5 434 25.56 816 606 0.041 001 – 5 000 shares 8 153 38.35 21 449 401 0.945 001 – 10 000 shares 2 977 14.00 21 645 324 0.9510 001 – 20 000 shares 1 920 9.03 26 912 569 1.1820 001 – 50 000 shares 1 314 6.18 40 909 303 1.7950 001 – 100 000 shares 482 2.27 33 408 074 1.46100 001 – 200 000 shares 322 1.51 45 307 703 1.98200 001 – 500 000 shares 266 1.25 85 330 888 3.73500 001 – 1 000 000 shares 144 0.68 100 343 777 4.391 000 001 – 10 000 000 shares 210 0.99 645 730 060 28.2610 000 001 shares and over 38 0.18 1 263 054 552 55.28

Total 21 260 100.00 2 284 908 257 100.00

distribution of shareholdersCollective investment schemes 550 2.59 866 790 665 37.94Retirement benefit funds 424 1.99 726 480 524 31.80Retail shareholders 15 676 73.73 96 636 888 4.23empowerment companies 2 0.01 85 615 467 3.75Trusts 3 221 15.15 79 363 169 3.47Private companies 414 1.95 76 174 673 3.33Assurance companies 46 0.22 72 752 407 3.18Sovereign funds 34 0.16 51 116 054 2.24Custodians 64 0.30 36 941 058 1.62Foundations and charitable funds 299 1.41 30 852 039 1.35Stockbrokers and nominees 54 0.25 28 450 119 1.25organs of state 2 0.01 27 828 025 1.22Managed funds 63 0.30 26 478 462 1.16Treasury 1 0.00 26 413 772 1.16Investment partnerships 76 0.36 21 883 938 0.96Scrip lending 32 0.15 10 704 955 0.47Share schemes 2 0.01 5 992 864 0.26Hedge funds 25 0.12 3 554 926 0.16Close corporations 187 0.88 3 087 445 0.13Medical aid funds 27 0.13 2 754 597 0.12Insurance companies 19 0.09 2 552 168 0.11Public companies 22 0.10 2 358 138 0.10Public entities 3 0.01 100 632 0.00Unclaimed scrip and control accounts 17 0.08 25 272 0.00

Total 21 260 100.00 2 284 908 257 100.00

Shareholder typeNon-public shareholders 14 0.06 513 058 327 22.45

Directors and associates (excluding Staff Incentive Scheme) 9 0.04 48 669 719 2.13Government employees Pension Fund 2 0.01 431 981 972 18.90Shares held in Treasury 1 0.00 26 413 772 1.16Growthpoint Staff Incentive Scheme 2 0.01 5 992 864 0.26

Public shareholders 21 246 99.94 1 771 849 930 77.55

Total 21 260 100.00 2 284 908 257 100.00


SHAREHOlDERS’ AnAlySIS

Beneficial shareholders with a holding greater than 1% of the issued sharesTotal

shareholding% of issued

capital

Government employees Pension Fund 431 981 972 18.91Stanlib 122 128 043 5.34BEEConsortium(QuickLeap) 80 166 667 3.51old Mutual Group 79 684 414 3.49Investment Solutions 75 543 252 3.30Investec 70 980 930 3.11eskom Pension and Provident Fund 62 253 250 2.72Vanguard 60 068 020 2.63Momentum 53 121 522 2.32Sanlam Group 47 324 375 2.07Allan Gray 47 255 549 2.07Prudential 44 355 890 1.94Nedbank Group 35 884 283 1.57Government of Singapore 33 489 543 1.47ABSAGroup 32 937 739 1.44I Shares 31 818 760 1.39State Street 31 656 554 1.39Public Investment Corporation 27 828 025 1.22GrowthpointManagementServices(Pty)Ltd 26 413 772 1.16Transnet Retirement Funds 23 141 812 1.01

1 418 034 372 62.06

Fund managers holding greater than 1% of the issued sharesPublic Investment Corporation* 434 841 543 19.03Stanlib Asset Management 187 171 228 8.19Investec Asset Management 128 588 311 5.63old Mutual Investment Group 84 379 610 3.69Prudential Portfolio Management 82 137 805 3.59Vanguard Investment Management 65 677 593 2.87Allan Gray 62 458 546 2.73BlackRock 58 012 988 2.54Meago Asset Management 50 184 927 2.20Sanlam Investment Management 48 124 238 2.11Momentum Investments 45 630 309 2.00eskom Pension and Provident Investment Management Unit 43 471 178 1.90State Street Global Advisors 42 136 772 1.84Sesfikile Capital 39 420 160 1.73Catalyst Fund Managers 33 635 868 1.47Government of Singapore Investment Corporation 33 489 543 1.47Abax Investments 32 421 756 1.42ABSAAssetManagement 28 749 500 1.26

1 500 531 875 65.67

Share performance – 12 months ended 2014 2013

Shares traded (2013: linked units) 1 158 770 078 934533217Monthly average 96 564 173 77879435Shares in issue 2 284 908 257 1 891 558 328 Shares traded as % of number of shares in issue 50.71% 49.40%Value traded R27 925 063 037 R27951449966Monthly average R2 327 088 586 R2000077522opening price 1 July R25.98 R23.19Closing price 30 June R24.73 R26.39Intraday high for the period (18 July 2013) R27.28 R30.94Intraday low for the period (30 January 2014) R21.24 R22.60

* On 30 July 2014, Southern Palace Properties (Pty) Ltd acquired 7.95% of Growthpoint’s shares in issue from the Government Employees’ Pension Fund (managed by the Public Investment Corporation).

98

gENErAL INForMATIoN

Shareholders’ diaryFinancial year-end 30 JuneAnnual financial statements posted SeptemberAnnual general meeting (09:00) 18 November 2014

Announcement of results and analysts’ presentationsInterim MarchAnnual August

dividends declared Paid*Interim March end-March/early-AprilFinal August September

* Timing subject to possible distribution reinvestment plans.

notice of annual general meetingThe notice of the Company’s annual general meeting, to be held on 18 November 2014, is contained in a separate booklet, posted to shareholders, incorporating the Company’s summarised audited AFS for FY14 and other information relevant to the annual general meeting.

SHAREHOlDERS’ InfORmATIOn


SHAREHOlDERS’ InfORmATIOn/DIREcTORATE AnD ADmInISTRATIOn

directorsJF Marais (Chairman)ºHSP Mashaba (Deputy Chairman)º

eK de Klerk (executive Director)*MGDiliza¤PH FechterºLAFinlayºJC HaywardºHS HermanºSP Mngconkola@

R MoonsamyºNBPNkabindeºLNSasse(ChiefExecutiveOfficer)*CG SteynºFJ VisserºG Völkel (Financial Director) *º Independent¤ BEE structure stakeholder@ Related party and major shareholder’s nominee* Executive directors

auditorsKPMG Inc(Registration No 1999/021543/21)KPMG Crescent85 empire Road, Parktown, 2193PrivateBag9,Parkview,2122

Transfer secretariesComputershareInvestorServices(Pty)Ltd(RegistrationNo2004/003647/07)70MarshallStreet,Johannesburg,2001POBox61051,Marshalltown,2107

SponsorInvestecBankLimited (RegistrationNo1969/004763/06) 100 Grayston Drive, Sandown, Sandton, 2196 POBox785700,Sandton,2146

Registered officeGrowthpointPropertiesLimited (RegistrationNo1987/004988/06) The Place, 1 Sandton Drive, Sandown, Sandton, 2196 POBox78949,Sandton,2146

Company SecretaryRA KrabbenhöftThe Place, 1 Sandton Drive, Sandown, Sandton, 2196POBox78949,Sandton,2146

DIREcTORATE AnD ADmInISTRATIOn

management companyGrowthpointManagementServices(Pty)Ltd (RegistrationNo2004/015933/07)The Place, 1 Sandton Drive, Sandown, Sandton, 2196POBox78949,Sandton,2146

audit CommitteeLAFinlay(Chairman)PH FechterJC HaywardCG Steyn

The Audit Committee members are all independent non-executive directors.

Risk management CommitteeJC Hayward (Chairman) SP Mngconkola NBPNkabinde FJ Visser

Bystandinginvitation:JFMarais(Chairman)

The following parties attend or are represented at Audit Committee and/or Risk Management Committee meetings:ALDavis(ChiefInformationOfficer) eK de Klerk (executive Director) RA Krabbenhöft (Company Secretary) SANizetich(HeadofInternalAuditandRiskManagement) JBPhakathi(HeadofHumanResources) LNSasse(ChiefExecutiveOfficer) Me Steinau (Financial Manager) G Völkel (Financial Director)

Byinvitation: EBinedell(FundDirector–Industrial)SA le Roux (Fund Director – Retail)RG Pienaar (Fund Director – office)

The external auditors, KPMG Inc, attend all regular meetings of the Audit Committee and ad hoc meetings as required, as well as Risk Management Committee meetings.

100

Property CommitteePH Fechter (Chairman) MGDiliza HS Herman R Moonsamy CG Steyn

The following members of management attend Property Committee meetings: LNSasse(ChiefExecutiveOfficer) EBinedell(FundDirector–Industrial) KBourhill(Valuer) eK de Klerk (executive Director) RA Krabbenhöft (Company Secretary) SA le Roux (Fund Director – Retail) S Mills (Management Accountant) S Paul (Assistant Company Secretary) RG Pienaar (Fund Director – office) G Völkel (Financial Director)

Social, Ethics and Transformation CommitteeMGDiliza(Chairman)LAFinlaySP MngconkolaR MoonsamyNBPNkabinde

The following members of management attend Transformation Committee meetings:eK de Klerk (executive Director) P engelbrecht (Development Head) RA Krabbenhöft (Company Secretary) S Paul (Assistant Company Secretary) JBPhakathi(HeadofHumanResources) F Sibanyoni (National Facilities Head) S Theunissen (CSI Manager) G Völkel (Financial Director)

nomination CommitteeJF Marais (Chairman)HSP Mashaba(withinvolvementoftheremainderoftheBoard)

Remuneration CommitteeHS Herman (Chairman)JF MaraisHSP MashabaFJ Visser

Standing attendees:LNSasse(ChiefExecutiveOfficer)eK de Klerk (executive Director)RA Krabbenhöft (Company Secretary)JBPhakathi(HeadofHumanResources)PricewaterhouseCoopers Inc. (independent advisor to the Committee)

Executive Committee of management (Exco)LNSasse(ChiefExecutiveOfficer)(CommitteeChairman)eK de Klerk (executive Director)EBinedell(FundDirector–Industrial)ALDavis(ChiefInformationOfficer)G de Klerk (Regional Head – Durban)NKuzmanich(HeadofMarketing)SA le Roux (Fund Director – Retail)G Muchanya (Deal Manager)JBPhakathi(HeadofHumanResources)RG Pienaar (Fund Director – office)DS Stoll (Regional Head – Cape Town)G Völkel (Financial Director)

Standing attendees:RA Krabbenhöft (Company Secretary)S Paul (Assistant Company Secretary)

gENErAL INForMATIoN

TRADE CENTRE, UmhlANgA

GREYMATTER & FINCH # 8052

CONTACT DETAILS

[email protected] twitter.com/growthpointwww.growthpoint.co.za facebook.com/growthpoint

Johannesburg officePhysical address: The Place, 1 Sandton Drive, Sandton, 2196 Postal address: PO Box 78949, Sandton, 2146 Switchboard tel: +27 (0) 11 944 6000 General fax: +27 (0) 11 944 6005

Durban officePhysical address: 4th Floor, Lincoln On The Lake, 2 The High Street, Parkside, Umhlanga Ridge, KwaZulu-Natal, 4319 Postal address: PO Box 1330, Umhlanga Rocks, 4320 Switchboard tel: +27 (0) 31 584 5100 General fax: +27 (0) 31 584 5110

Cape Town officePhysical address: 2nd Floor MontClare Place, Main Road, Claremont, 7700Postal address: PO Box 44392, Claremont, 7735Switchboard tel: +27 (0) 21 673 8400General fax: +27 (0) 21 679 8405/06

growthpoint Australia officePhysical address: Level 22, 357 Collins Street, Melbourne, Victoria 3000, AustraliaSwitchboard tel: +61 (0) 3 8681 2900General fax: +61 (0) 3 8681 2910Email: [email protected]


30 JUNE 2014

GRO

WTH

POIN

T PROPERTIES

Annual Financial Statem

ents 2014

The Place, 1 Sandton Drive, Sandton, Gauteng, 2196, South AfricaTel: +27 (0) 11 944 6000, Fax: +27 (0) 11 944 6005 PO Box 78949, Sandton, 2146, South AfricaDocex: 48 Sandton [email protected]

WWW.GrOWThPOinT.cO.zA

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