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INTEGRATED ANNUAL REPORT
30 JUNE 2015

CHIEF EXECUTIVE OFFICER’S REVIEW

Growthpoint exceeded its budget (6.8%) to deliver distribution growth of 7.5% per share for our investors, at the upper end of our market guidance. We are pleased to have further extended our robust track record of uninterrupted growth in distributions to our shareholders since 2003.

Annual distribution to shareholders exceeded R4 billion for the first time

OUR FINANCIAL PERFORMANCE

Growthpoint finalised the acquisition of Acucap and Sycom during the year. Both became subsidiaries of Growthpoint from 1 April 2015, adding
46 properties to our portfolio, and defensively growing our property portfolio with complementary and quality enhancing assets.

For the first time, Growthpoint’s annual distributions to shareholders exceeded R4 billion for the year. This includes the R1 billion paid to investors five months early as part of our R18,6 billion acquisition of Acucap Properties Limited and Sycom Property Fund portfolios. Taking into account the early payment, Growthpoint’s distribution growth would have been 8.4% for the financial year.

We boosted our consolidated property assets and property related investments to R100,4 billion, and remain the largest South African listed REIT on the JSE.

  Norbert Sasse

A significantly bigger asset base is evident throughout our business and our results, such as our gross revenue, which grew by 20.7%, and our employee headcount, which has grown around 50% over the past two financial years.

We also faced big challenges against the backdrop of an extremely tough operating environment. We operated in a weak economy with negligible GDP growth, the electricity crisis, a commodity crisis, job losses, labour unrest, consumer confidence at the lowest level it has been in nearly 15 years, international tourist numbers dropping and interest rates rising. Achieving our performance and progress against this backdrop makes it even more pleasing.

All three areas of our business, being our South African portfolio, GOZ and the V&A Waterfront, again contributed positively to our results.

OUR SOUTH AFRICAN PORTFOLIO

This portfolio of properties contributed 75.8% or R3,2 billion to our total distributable income of R4,2 billion. Despite on-going tough local conditions, it delivered a substantial increase in gross revenue of 22.8%. This was largely due to our Acucap and Sycom acquisition. Growthpoint won the 2015 IPD Direct Property Investment Award, which considers performance across all property market sectors – office, retail and industrial – for the highest annualised direct property return over three years. We received this top award for the second year running.

TIBER AND ABSEQ

We’ve bedded down these good acquisitions and integrated the people and properties that made up these transactions. All properties have been added to our systems and have performed better than expected, adding value to our portfolio.

ACUCAP AND SYCOM

Growthpoint finalised the acquisition of Acucap and Sycom during the year.

The Acucap and Sycom properties were included in Growthpoint’s portfolio for three months of its financial year. With only one quarter of performance, it is early days in assessing the merits and opportunities of each property. We are already aware there will be earnings pressure on the Acucap and Sycom portfolio linked to developments, extending debt maturities and interest rate hedges.

Integration of Acucap’s and Sycom’s people into the business, merging offices and adding their properties onto the same system as our core portfolio will take time, but should be complete before the FY16 year-end. Operationally, this is a real challenge and will be a key focus area in the coming year. We are also well advanced with our objective of eventually delisting Sycom, of which we hold 99%. Should we be successful in securing 100% ownership, Sycom will become an unlisted subsidiary of Growthpoint.

PERFORMANCE

The domestic market remains challenging, in fact more so than in recent years. It is comparable to the recessionary times we experienced after the onset of the global financial crisis, with really low GDP growth, and clients seeking to shrink or right size their businesses and reduce their space requirements. Companies are not making long-term decisions nor are they embarking on growth strategies.

On a macro-economic level, all economic indicators are negative. On top of that, the listed property sector is more competitive than ever. The sector comprises mainly diversified funds, in one form or another, invested in the retail, office and industrial sectors. This means everyone is fighting to retain whatever clients they have but also attract each other’s clients too.

We’re also facing weakened property fundamentals in the form of increased vacancies, higher expense ratios, lower rental growth numbers, and challenging lease renewal dynamics, including the fact that the lease periods clients are prepared to commit to are getting shorter and shorter, reflecting the loss of confidence in the economy.

Administered cost pressures remain at elevated levels with further increases in utilities costs and rates and taxes. We also face the triple-negative of higher costs for municipal services, less service delivery and having to replicate the service privately at our own cost.

This operating context demands more than conventional property management to succeed. So Growthpoint has increased its customer-centric approach to offer added services and ensure a better client experience. We offer businesses space to thrive. Thanks to our innovative approach and talented teams, we delivered solid results in many key performance areas, even with tough market conditions.

Growthpoint’s South African portfolio achieved like-for-like net property income growth of 6.2%. Overall vacancies increased from 4.9% to 5.7% during the year. Vacancies in the industrial portfolio moved up from 3.0% to 5.3% and were largely a result of the Ellerines demise. However, retail vacancies improved from 4.5% to 3.3% and office vacancies remained steady at 8.0%, outperforming the SAPOA national office vacancy benchmark of 10.6%.

In the face of continued increasing cost pressures, we tightened our cost-to-income ratio from 24.8% to 24.0% and our overall expense ratio improved from 28.6% to 27.8%. In step with our larger portfolio, arrears, bad debts and provision for bad debts increased. We kept our weighted average future escalations on renewals at 8.3% and our weighted average renewal growth remained positive at 4.1%.

Our retail portfolio net property income increased to R284 million, mainly through acquisitions. Like-for-like portfolio net property income grew 7.2% and vacancies improved to 3.3% with the sale of Arcadia and the inclusion of the Acucap and Sycom portfolios, which benefited the retail sector with its slightly lower vacancy levels.

Our core retail portfolio vacancy, excluding space under development and the office component of our malls, is at a low 1.9%. Retail arrears deteriorated to 10.2% of collectables. This results from the inclusion of Acucap and Sycom properties, Post Office and Platinum Group. Some R4,2 million of arrears are made up of outstanding deposits. Our retail leasing success rate improved to 87%, with renewal growth of 6.0% negatively affected by lower renewal rentals at City Mall, Klerksdorp, resulting from new competition in its area. Portfolio trading densities increased by 4.7%.

The trading performance of our malls was diluted by negative growth at City Mall Klerksdorp and Lakeside Mall Benoni. However, centres serving affluent markets — Brooklyn Mall, La Lucia Mall, Walmer Park Shopping Centre, The Constantia Village and Gardens Shopping Centres — achieved 7.7% growth.

Growthpoint won the 2015 IPD Direct Property Investment Award for office property market sector performance, demonstrating the stand-out results we are delivering in this highly competitive area of commercial property.

During the year, our office net property income and portfolio value increased 33.5% and 35.5% respectively, mainly because of the Acucap and Sycom acquisition. We kept vacancies in check and unchanged with reasonable retention and letting of space, as well as disposing of non-core buildings with large vacancies. Core portfolio arrears remained constant at 3.5% while overall, including the new portfolios, arrears grew to 5.0% of collectables. Our leasing renewal remained largely unchanged at 62.0%. However, renewal growth of 1.5%, down slightly from last year, continues to reflect tough market conditions.

Our office team is undertaking nearly 130 000m2 of developments in high-demand locations in Sandton, Century City, Umhlanga and Bryanston. A conservative 77% of this space is pre-let. Over 107 000m2 of space under development is in joint venture.

Our industrial portfolio recorded net property income growth up 6.3%, despite difficult conditions with GDP shrinking 1.3% in Q2:15, as mining and manufacturing came under more pressure. In tandem with this stress, the portfolio’s arrears and provision increased, but remain favourable considering the economic context. Its vacancies deteriorated from 3.0% to 5.3% and, while positive letting activity progress is being made, the failure of Ellerines left a 30 000m2 vacancy. This accounts for 1.4% of the industrial portfolio vacancy. The portfolio’s renewal success was marginally down, but this was offset by renewal growth and higher escalations. Our industrial development pipeline remains healthy and we continue to extract value from our core portfolio.

As an interesting addition to our industrial portfolio, through the Acucap and Sycom acquisition we gained exposure to two large development joint ventures, introducing selfstorage as an asset class in our portfolio with Stor-Age. Its market share is set to increase with a significant development pipeline.

The acquisition of Acucap and Sycom defensively grew our property portfolio with complementary and quality enhancing assets

Deloitte, DurbanDelivering on our objective to grow and nurture a quality portfolio of properties, besides the Acucap and Sycom acquisition, Growthpoint acquired the remaining 50% interest of Inyanda 1, 2, 3 and 4 in Parktown, Johannesburg for R388 million. We also acquired two office properties for R95 million and the industrial property Monte Carlo in Pinetown, KwaZulu-Natal, for R21 million. Growthpoint invested R1,9 billion developing and improving its South African portfolio. We also disposed of 18 non-core properties for R621 million, achieving a combined R205 million profit on cost.

DEVELOPMENTS

Growthpoint has secured a R3,3 billion acquisition and development pipeline in South Africa to drive its immediate growth. We will continue to deliver on our strategy of developing good quality properties, specifically in the office and industrial sectors, in established nodes and essentially on a turnkey basis for customers. We minimise speculative development and are cautious to avoid adding to the overhang of the overall vacancy in both sectors. By developing our own properties, we are able to achieve higher yields while also creating assets that are ideal for our portfolio.

More detail is available in our South African property portfolio’s sector performance overviews in this report and our Future Property Focus report has more information on our developments.

V&A WATERFRONT

Revenue from Growthpoint’s R6,0 billion – 50% investment in the V&A Waterfront contributed 8.7% to our total distributable income, and was up 10.8% from the prior year, despite a slowdown in tourism. Its performance was driven by continued good results from its retail. Business conditions in the Western Cape seem to be more favourable than the rest of the country. Year-on-year retail turnover at the V&A Waterfront is still in the double digits at 11.0%. While the extent of this growth is slowing somewhat, this is because it is coming off a much higher base. Overall vacancies remain
low at 2.6%.

The V&A Waterfront improved on many of its key operating metrics with an impressive 92.7% renewal success rate, weighted average rental growth at 7.1%, weighted average future escalations on renewals of 7.6% and in force escalations increasing to 8.3%.

R3,3 billion acquisition and development pipeline in RSA to drive immediate growth
Distributions are based on sustainable income generated from rentals

It continued its roll-out of an exciting pipeline of development opportunities, with new projects for H&M and Hamleys, which will open later this year. Development momentum continued in the Silo district with over 18 500m2 earmarked for PwC, Werksmans and Virgin Active. The 77 luxury residential apartments to be developed at Silo 3 will be launched for sale later this year and the first Radisson Red Hotel in South Africa confirmed it will also open in the Silo district in 2017. With the development potential of the Silo district largely realised, we have moved our focus to the Gateway precinct, which is closest to the Cape Town CBD. The development of a further 18 000m2 of office space has kicked off the roll-out of the Gateway precinct.

V&A Waterfront enjoys good demand from corporates and retailers. Its hotel occupancies improved during the year. Our Breakwater residential property developed to let exceeded projections with a rapid start to letting. It is now 55% let. However, there is a lot of new residential stock across Cape Town resulting in high levels of competition. Our Portsedge apartments, which have traded for a year and were fully let for the short term, are now undergoing a phased re-letting.

In the Dockside precinct, V&A Waterfront was named the preferred bidder for a cruise liner terminal, which creates the opportunity to link the V&A Waterfront to the terminal itself. This will involve a 28 000m2 extension and we plan to take a phased approach to the associated redevelopment and letting of space.

Please see our detailed report on the V&A Waterfront.

GROWTHPOINT PROPERTIES AUSTRALIA (GOZ)

Our strategic holding in GOZ continued to deliver good performance for Growthpoint. GOZ had a spectacular year, delivering a 36.4% total return to shareholders on the ASX. It was one of the best performing A-REITs in FY15. Dividend contributions from GOZ grew 28.3% in Rand compared with the prior year, with GOZ contributing 15.5% to Growthpoint’s total distributable income. Growthpoint invested an additional R607 million into GOZ during the year by electing to reinvest its distributions. GOZ made AUD67,4 million of acquisitions during the year. It now has a market capitalisation of around R17,0 billion and gross assets valued at around R22,0 billion.

GOZ remains a core investment for us. The market there however is also becoming very challenging for the office space in general, and in Brisbane in particular. The weak commodity cycle is behind a number of tenant liquidations. Office vacancies are rising in the market and it is challenging for us to retain existing tenants and sign new leases on vacant space. Fortunately leases expiring in these areas over the next two years represent only a small amount of space.

Besides this, the business is in a good position. Its gearing has decreased and funding costs in Australia are coming down, creating positive gearing scenarios to support good accretive acquisition opportunities. Among the biggest challenges for GOZ is the extremely high level of global competition for good quality Australian property assets. Although the investment market in Australia remains fiercely competitive, good opportunities exist for GOZ to make accretive acquisitions.

One of GOZ’s key objectives of being included in the main indices was achieved this year. It achieved the major milestone of becoming a component of the S&P/ASX200 Index. This has resulted in a marked improvement in its liquidity and tradability and delivered additional shareholder value.

Growthpoint remains supportive of the growth of G0Z, which has forecast to grow its distributions per share in AUD at 4.0% for the year to June 2016.
A weaker AUD and increased withholding tax on distributions payable by non-Australian shareholders is however likely to contain the growth in Rand that Growthpoint can expect from its Australian subsidiary in 2016.

QUALITY OF INCOME

Growthpoint’s distributions are based on sustainable income generated from rentals. We do not distribute capital profits.

OPERATIONS

With our business becoming so much bigger over the past two years, our operational pressures became much larger and we realised we needed to create more capacity to focus on strategic issues and growing the company, while also having an executive focused on our operations. In March 2015, Estienne de Klerk was appointed Managing Director, introducing this role at Growthpoint for the first time.

We also changed some internal reporting structures, reducing the business areas reporting directly to myself from 13 to seven. Now, our shared services teams and regional offices report to our MD, including marketing, human resources, legal, IT, facilities management, and investor relations. Our treasury, secretariat and corporate social responsibility teams report to our FD. Our MD, FD, sector teams, GOZ and V&A Waterfront report to me, who will continue to lead Growthpoint’s strategy.

Our operations continue to innovate and find the best ways to serve our clients and support our business in South Africa and our own sustainability. By putting our stakeholders at the heart of everything we do, we remaining keenly focused on providing excellent service.

For more information on how we are constantly improving our operations and innovating, please read our Key Matters and Sectoral Reviews in this report.

FUNDING AND BORROWINGS

We optimise our performance with effective financial management structures. Growthpoint continues to benefit from significant access to capital from diverse sources including debt and equity funding.

We were able to raise both, thanks to the strength of our balance sheet, quality and diversity of our properties and clients, our investment-grade credit rating, which was upgraded during the year, our strong culture of good corporate governance, respected and experienced management and our good track record of consistently delivering on our promises.

To fund our substantial growth in investments during the year, we raised R11,7 billion in equity, including our distribution reinvestment programme. We also increased our debt by R8,9 billion and introduced a new institutional funder.

Our balance sheet remains well capitalised and we kept gearing at conservative levels, moving from 27.4% to 32.1% after including Acucap and Sycom, which had slightly higher debt levels, shorter debt maturity, lower fixed interest rate exposure, a shorter fixed interest rate maturity profile and a lower weighted average interest rate. Most of the Acucap and Sycom debt will be re-structured. Some 76.0% of Growthpoint’s debt is hedged for 3.5 years on average, in line with our treasury guidelines, placing us in a good position in an increasing interest rate environment.

We are firmly in a rising interest rate cycle, having seen a 25 basis points increase during FY15, and another 25bp increase early in FY16. This gives rise to higher funding costs in our domestic business. Banks remain keen to lend and are more competitive than the bond market, which is not as fluid and liquid as we’ve been accustomed to in the past, especially off the back of corporate failures like ABIL. Its pricing is also not conducive to listing significant amounts of long-term corporate bonds and in the past year we only used it for three-month short-term paper.

We are also exploring other avenues of funding, which could include funding in the international debt markets, now that we are of a size to enter these markets.

During the year, Moody’s Investors Service upgraded Growthpoint Properties global scale issuer and senior unsecured ratings to Baa2/P-2 from Baa3/P-3, its national scale issuer ratings to A1.za/P-1.za from A2.za/P-2.za. Moody’s also upgraded Growthpoint’s national scale senior unsecured Medium Term Note Programme (MTN) ratings to (P)A1.za/P-1.za from (P)A2.za/P-2.za.

GOZ maintained its Moody’s investment grade credit rating (Baa2), which was first issued in August 2014. GOZ’s reduction in gearing and new credit rating enabled it to raise an AUD200 million 10-year bond and diversify its sources of funding. It also brought down its debt levels, and cost of debt, in line with its strategy. Its gearing was reduced to 36.8% from 40.6% last year.

The Key Matters – Treasury Management and our AFS contain detail information on our funding and borrowings.

SUSTAINABILITY

As a property investment company, Growthpoint is a long-term business. This means that being a sustainable business is a priority for us. Our aim is to deliver growth in distributions on a sustainable basis and provide capital appreciation over the long term. We achieve this through our strategies, including:

growing our investment portfolio through acquisition or development of quality, well-located properties
continually investing in, maintaining and upgrading our portfolio
optimising the sectoral and geographic diversity of our portfolio
disposing of properties that no longer meet our investment criteria.

The effectiveness of our internal strategies is underscored by a variety of external recognitions. In FY15, Growthpoint was included in the JSE’s SRI Index for the fifth consecutive year. Inclusion in this index is based on environmental, economic and social sustainability practices and corporate governance of listed companies. We have continued to put into action our commitment to measuring and monitoring our carbon footprint by again participating in the Carbon Disclosure Project, with our fifth submission to date.

Environmental, social and governance research by MSCI rates our governance metrics at 8.5/10, placing us in the highest scoring range for all companies assessed, relative to global peers. This shows we have leading corporate governance practices that are well aligned with shareholder interests.

Our considered approach to environmental responsibility takes into account where we can make the most impact. Helping our clients reduce their utilities consumption, like electricity and water, can support them to be more profitable. Because we have a large client base, this has a big impact, so it is a business imperative for us. We monitor electricity consumption and have initiatives in place to help clients reduce costs.

This year we approved our environmental policy which encapsulates Growthpoint’s commitment to responsible environmental conduct, which is essential to our business strategy. Regulatory requirements are only the starting point for our priority areas and the targets we have set to reduce our company’s environmental impact. Our policy goes beyond the basics and is designed to continually improve our environmental performance.

Our sustainability approach is also supported by our pillars of sustainable management and matters of importance which are presented the Organisational Overview section of this report.

CONCLUSION

Growthpoint continued its pleasing performance during the year to 30 June 2015. We remain committed to delivering distribution growth and enhancing our portfolios of investment assets to create shareholder value. Growthpoint will continue to create sustainable value for our shareholders. We will remain driven by opportunity and demand as we grow, and will actively seek ways to outperform.

The South African domestic market is exceptionally challenging and more competitive than ever. There is continued weakness in the economy and pressure on property fundamentals, with soft demand and increasing competition. Interest rates are rising and negative gearing is limiting our opportunities for acquisitive growth, in addition to there being few assets available of the quality we would consider investing in. We are focused on integrating the Acucap and Sycom acquisition, bedding down our growth and consolidating, unlocking value in our larger portfolio, and being even more competitive by offering clients the most attractive buildings and the best service.

Fortunately our investments in the V&A Waterfront and GOZ are benefiting from better operating environments.

We are still seeing strong retail sales growth at the V&A Waterfront and have exciting development opportunities underway. Its hotel and residential sectors are now making improved contributions. All in all, it is experiencing strong property fundamentals.

While Australia’s commodity-based economy is coming under pressure, it has stable interest rates, with the possibility of rate cuts. Positive gearing supports opportunities for accretive acquisitive growth. GOZ has forecast distributions growth per share in AUD at 4.0% for FY16. While the ZAR remains relatively stable against the AUD, a likely increase in withholding tax on distributions payable by non-Australian shareholders will contain the growth in Rand that Growthpoint can expect from GOZ.

The combined effects of these dynamics create short-term earnings pressure but, despite this, Growthpoint expects to deliver positive distribution growth of between 5.0% and 6.0% for the coming financial year.

LN Sasse
Chief Executive Officer

8 September 2015