Facilitation Agreement

(a) Overview

Growthpoint Properties Australia Limited has entered into an agreement with GPT

transitional facilitation services in relation to the management of GMF (Facilitation Agreement).

Under the Facilitation Agreement, GPT Management will receive a payment of $9 million for providing facilitation services and certain property rights to Growthpoint Properties Australia Limited. This payment is conditional on Growthpoint Properties Australia Limited having a Relevant Interest in at least 50.1% of the GMF Units 2 business days after the last day of the Offer Period or the Offer being declared unconditional by Growthpoint Properties Australia Limited.

(b) Facilitation services and property rights

Amongst other things, GPT Management has agreed to:

 terminate or novate to Growthpoint Properties Australia Limited, all

management, property management and development agreements between GMF and GPT Management;

 facilitate the transition of management of the Properties to Growthpoint Properties Australia Limited;

 assist with the appointment of Growthpoint Properties Australia Limited (or a nominee) as the responsible entity of GMF;

 assist Growthpoint Properties Australia Limited in preparing financial reports and tax returns for GMF for the financial years ended 30 June 2016 and 30 June 2017;

 continue to provide existing rental guarantees, income support, incentive payments and other similar arrangements currently provided by GPT Management in respect of the Properties; and

 give Growthpoint Properties Australia Limited a first right of refusal in relation to the sale of certain properties.

(c) Termination

The Facilitation Agreement can be terminated in certain circumstances, including:  if an insolvency event occurs (at the other party’s election);

 for material breach of the Facilitation Agreement (at the non-defaulting party’s election); or

 if a third party (other than Growthpoint Properties Australia Limited or a related party) obtains a Relevant Interest in GMF of at least 50.1% (at Growthpoint Properties Australia Limited’s election).

(d) Copy of the Facilitation Agreement

See Growthpoint Properties Australia Limited’s ASX announcement dated 1 July 2016 for further details in relation to, and a copy of, the Facilitation Agreement.

12.6

Consents

This Bidder’s Statement contains statements made by, or statements said to be based on statements made by, GPAL. GPAL has consented to the inclusion of:

 each statement it has made; and

 each statement which is said to be based on a statement it has made, in the form and context in which the statements appear and has not withdrawn that consent at the date of this Bidder’s Statement.

This Bidder’s Statement contains statements made by, or statements said to be based on statements made by, Growthpoint SA. Growthpoint SA has consented to the inclusion of:

 each statement it has made; and

 each statement which is said to be based on a statement it has made, in the form and context in which the statements appear and has not withdrawn that consent at the date of this Bidder’s Statement.

This Bidder’s Statement contains statements made by, or statements said to be based on statements made by, Urbis Valuations Pty Ltd (Urbis). Urbis has consented to the inclusion of:

 each statement it has made; and

 each statement which is said to be based on a statement it has made, in the form and context in which the statements appear and has not withdrawn that consent at the date of this Bidder’s Statement.

This Bidder’s Statement contains statements made by, or statements said to be based on statements made by, Valuations Services (QLD) Pty Ltd trading under licence as Knight Frank Valuations Queensland (Knight Frank). Knight Frank has consented to the inclusion of:

 each statement it has made; and

 each statement which is said to be based on a statement it has made, in the form and context in which the statements appear and has not withdrawn that consent at the date of this Bidder’s Statement.

This Bidder’s Statement contains statements made by, or statements said to be based on statements made by, Peabody Energy Australia Pty Limited. Peabody Energy Australia Pty Limited has consented to the inclusion of:

 each statement it has made; and

 each statement which is said to be based on a statement it has made, in the form and context in which the statements appear and has not withdrawn that consent at the date of this Bidder’s Statement.

Goldman Sachs Australia Pty Ltd (ABN 21 006 797 897) (Goldman Sachs) has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Growthpoint Properties Australia Limited’s financial adviserin the form and context in which it is so named. Goldman Sachs has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name.

Herbert Smith Freehills has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Growthpoint Properties Australia Limited’s Australian legal adviser (other than in relation to taxation) in the form and context in which it is so named. Herbert Smith Freehills has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name.

Computershare Investor Services Pty Limited has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Growthpoint Properties Australia Limited’s security registrar in the

form and context in which it is so named. Computershare Investor Services Pty Limited has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name.

Grant Thornton Corporate Finance Pty Ltd has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to:

 be named in this Bidder’s Statement as Investigating Accountant in the form and context in which it is so named; and

 the inclusion in this Bidder’s Statement of its Investigating Accountant’s Report and to references to the document in the form and context in which it is included in this Bidder’s Statement.

Grant Thornton Australia Limited has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to:

 be named in this Bidder’s Statement as preparer of the Tax Considerations Letter in the form and context in which it is so named; and

 the inclusion in this Bidder’s Statement of its Tax Considerations Letter, and to references to the document in the form and context in which it is included in this Bidder’s Statement.

This Bidder’s Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to the ASX. Under the terms of ASIC Class Order 13/521, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder’s Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, within 2 business days of your request (and free of charge) during the Bid Period, please contact the Growthpoint Offer Information Line on 1300 665 792 (for callers within Australia) and +61 3 9415 4366 (for callers outside Australia), Monday to Friday between 9:00am and 5:00pm (Melbourne time). This line will only be open from the date the Offer opens until 1 week after it closes. Calls to these numbers may be recorded.

As permitted by ASIC Corporations (Consents to Statements) Instrument 2016/72, this Bidder’s Statement contains security price trading data sourced from IRESS and Bloomberg without their consent and may include or be accompanied by certain statements:

 fairly representing a statement by an official person; or

 from a public official document or a published book, journal or comparable publication.