Growthpoint’s approach to ethics is intentional and strategic, supported by structures that consistently uphold its ethical standards. This fosters trust, protects the company’s reputation and ensures compliance and responsible business practices across the Company’s operations and stakeholder relationships.
 

Our ethics strategy is supported by a suite of policies and practices focused on measurable objectives, continuous improvement and stakeholder responsiveness. The strategy is reviewed annually.
 

The Board ensures that any potential conflicts are declared and recorded at each meeting, in addition to the annual director’s declarations related to directorships held.
 

Through the Group’s Social, Ethics and Transformation (SET) Committee, the Board ensures Growthpoint is a responsible corporate citizen.  The SET Committee sets and measures the key performance indicators (KPIs) for effective corporate social responsibility, green initiatives and environmental sustainability.
 

The Ethics Committee manages ethics within the organisation and reports to the SET Committee on ethics-related initiatives. Internal audit provides assurance to the Audit Committee on the effectiveness of the ethics function, which has been further enhanced by the appointment of a certified Ethics Officer.
 

The Board Charter commits the Board to effective and ethical leadership. The Board is committed to the highest standards of good corporate governance.
 

The Board Charter sets out the Board’s responsibilities, which inter alia includes:

• Governing, directing and monitoring the performance of the business as a going concern and presiding over material decision making
• Approving the company’s strategic plans and objectives
• Managing risks through the Risk Management and Audit Committees
• Providing direction to management and evaluating its performance.

Growthpoint is committed to ethical behaviour and an ethical culture. Our ethical culture is embedded through effective control, transparency, compliance and accountability.

Growthpoint’s Code of Ethics (the Code) is applicable to all employees, officers, directors, contractors and suppliers of Growthpoint. The core values articulated in the code provide a firm and unshakeable foundation on which our organisational culture is built. The code is a dynamic document that is constantly evolving and ensures that Growthpoint conducts its business with the highest ethical standards. Growthpoint is committed to upholding and enforcing the standards articulated in the code and will reconsider its dealings with individuals or entities not demonstrating the same level of commitment to organisational integrity.

The Code considers relevant topics, including training and awareness of ethical matters, confidential reporting and ethical advice, managing conflicts of interest, ensuring governance oversight and managing disciplinary and grievance processes.

To enhance the effectiveness of Growthpoint’s ethics function, Growthpoint participates in the GIBS-facilitated Ethics Barometer. By regularly evaluating the organisation’s ethical culture and effectiveness of the ethics programme, the company is able to make necessary improvements to foster an ethical culture within the workplace.

Growthpoint promotes ethical awareness amongst employees and suppliers through training, surveys and ongoing communication.

The SET Committee is responsible for ensuring that the Group’s ethics are managed effectively, and for reporting on policy implementation to the Board. In addition to monitoring adherence to the Code, the SET Committee is responsible for oversight of organisational ethics.

The Tip-offs Anonymous Helpline, which is independently managed by Deloitte, enables stakeholders to report corruption, unethical behaviour and irregularities confidentially and without fear of reprisal. The whistle-blowing mechanism and protected disclosures assist with the identification of possible unethical behaviour.

Growthpoint is committed to maintaining a workplace free from bullying, victimisation and harassment. Employees have several channels through which they can raise issues for Human Resources (HR) and leadership to address.

Furthermore, substance abuse and harassment policies are in place prohibiting these practices within the organisation.

During the financial year ended 30 June 2025 (FY25) to date, Growthpoint had no incidents of major non-compliance, fines or prosecutions linked, for example, to anti-competitive practices or other governance and economic issues, or non-compliance with the Code.

FY25 Key focus areas:

In FY25, Growthpoint rolled out a comprehensive two-day ethics training programme for all employees. The training, which included assessments to reinforce learning, aimed to strengthen ethical decision making across the business. This initiative deepened employee engagement with Growthpoint’s core values and positioned ethics as a key Environmental, Social and Governance (ESG) focus area.

The Group-wide ethics training programme was in response to feedback from employee engagements and ethics surveys, while diversity and disability awareness training deepened understanding and promoted a more inclusive workplace culture.

The Company completed a Group-wide job and salary grading and benchmarking exercise with independent specialists, resulting in clear, equitable pay scales that respond directly to the concerns raised in the Deloitte employee engagement survey conducted during the financial year ended 30 June 2024.

To demonstrate our commitment to sustainability, the Company has set ESG-related short-term incentive (STI) and long-term incentive (LTI) targets to ensure that ESG leadership starts at the top and filters throughout our organisation.

For FY25, the importance of ESG metrics in our STI and LTI schemes were highlighted, reflecting our commitment to holding leadership accountable for ESG performance. Please refer to our Remuneration Report included in the FY25 IAR for further information.

Policies have been implemented to promote and safeguard the ethical behaviour of management and employees. In addition, an ethics portal has been created for communication and awareness regarding the company’s ethical matters. For additional information on the Companies policies that promote a culture of ethical behaviour, refer to the ESG report on the website.

Environmental stewardship, social responsibility and good governance exemplify Growthpoint’s approach to conscientious and responsible corporate citizenship. Growthpoint invests in society and its employees, aligning its initiatives with the United Nations Sustainability Development Goals (UN SDGs) and the Company’s ESG strategy.

As part of Growthpoint’s commitment to corporate citizenship, the SET Committee reviewed the Local Economic Development (LED) policy. The amendments approved aim to improve the responsiveness, accountability and efficiency of the LED programmes, while ensuring alignment with Growthpoint’s strategic objective of inclusive and sustainable economic participation in the communities where it operates.

The increase in LED-related expenditure across all three sectors of the business reflects the company’s progress in promoting enterprise development, supplier diversity and meaningful contributions to local economic transformation.

Growthpoint has adopted environmental strategies to reduce electricity and water consumption and to manage waste (through waste diversion from landfills) within its properties. Refer to the ESG report for more details on Growthpoint’s ESG initiatives.

During the financial year ended 30 June 2023, the International Sustainability Standards Board (ISSB) issued its IFRS Sustainability Disclosure Standards.  IFRS S1 sets out general sustainability-related requirements, while IFRS S2 outlines climate-related disclosure requirements. Both are aligned with best practice global initiatives on sustainability and climate change reporting.

Growthpoint’s commitment to upholding international standards ensures that our reporting aligns with JSE guidance. This is reflected in how we disclose our South African sustainability goals, actions and results. In FY25, we embarked on an IFRS S1 and S2 readiness assessment to gather insights on Growthpoint’s current sustainability reporting framework. This assisted us in developing a roadmap for adopting the IFRS Sustainability Disclosure Standards.

Climate change is increasingly recognised as a systemic risk, not only to future economies, but also in terms of its current financial impacts. Risks arise both from the physical effects of increased global temperatures and from societal or government responses to reduce Greenhouse Gas (GHG) emissions and transform energy and resource systems.

The SET Committee and, where applicable, the Risk Management Committee are responsible for climate change matters at Growthpoint. The SET Committee monitors Growthpoint’s organisational ethics, responsible corporate citizenship, ESG, sustainable development and stakeholder relationships. It also considers any relevant legislation and prevailing codes of best practice relating to environmental sustainability and climate change. This year we continued to integrate ESG across the business, reflecting our ongoing commitment to best practices.

Our comprehensive transformation strategy reflects our dedication to diversity, equity, inclusion and economic empowerment. We strive to go beyond compliance to make a genuine impact on social equity and economic growth.

Through targeted Corporate Social Responsibility (CSR) initiatives, Growthpoint supports education, entrepreneurship and enterprise development, helping to build resilient and thriving communities that also contribute to the informal economy. For further details on Growthpoint’s CSR initiatives please refer to ESG report.

Key focus areas for FY25:

We are at an  advanced stage in the implementation of our landmark Power Purchase Agreement (PPA) with Etana Energy (Pty) Ltd, signed during the financial year ended 30 June 2024 (FY24). The PPA will provide an annual supply of 195GWh of renewable electricity, fulfilling approximately 32% of our total electricity requirements.

In FY25, Growthpoint exceeded its installed solar capacity target of 50MWp, reaching over 61.17MWp across the portfolio (FY24: 40.72MWp). This included 20MWp of new capacity from 11 projects completed during the year, along with two projects carried over from FY24, cumulatively to date we have installed 80 solar plants at a cost close to R1 billion across our portfolio. We remain on track to meet our FY26 goal of 68MWp.

In addition, Growthpoint launched e-CO2, a green energy benefit programme that provides tenants who subscribe to the initiative access to certified renewable energy at a fixed tariff with annual increases. At year end, wheeling agreements were in place for 24 buildings, with 10 buildings identified to participate in the first phase of the e-CO2 programme. Participating tenants can choose to source between 70% and 100% of their electricity from renewable energy, backed by renewable energy certificates (RECs) to verify usage and support market-based reductions in scope 2 emissions. RECs can also be traded, with tenants that have subscribed to e-CO2 receiving one REC for 1MWh of renewable energy.

The Board approved a new three-year strategy for the management of water, waste, and electricity. This strategy outlines specific reduction and diversion targets to be achieved by FY28 with the following key objectives:

• Reduce annual electricity consumption by 15,100 MWh,
• Reduce annual water consumption by 89,300 kl, and
• Increase waste diversion from landfills to a minimum of 55%, from the FY25 baseline of 42%.

There is already good progress in implementing the strategy. The HR & Remuneration Committee has incorporated these targets into the LTIs for the 1 October 2025 incentive awards, to deepen the alignment between executive performance and sustainability outcomes.

Growthpoint currently holds 124 green building certificates (FY24: 123) across 101 buildings (FY24: 104), demonstrating continued progress in our green building portfolio. We remain committed to our target of obtaining net-zero certifications for 20 buildings by FY28.

Growthpoint adheres to all labour laws applicable but not limited to the Basic Conditions of Employment Act, Labour Relations Act, Employment Equity Act, Skills Development Act and Occupational Health and Safety Act. Growthpoint’s policies and processes go beyond compliance to ensure fair and favourable employment conditions.

ESG remains an integral component of our business, as we focus on practical initiatives which make both meaningful and business sense.

The Company remains dedicated to achieving carbon neutrality by 2050 by managing utilities effectively, enhancing consumption efficiency and expanding renewable energy use.

In FY25, Growthpoint implemented The Growthpoint Broad-Based Black Empowerment Trust with an initial R250m investment.  The beneficiaries are specifically identifiable Black People who are either owners of small, medium, and emerging micro-enterprises (SMMEs) or learners at primary, secondary, or tertiary educational institutions, as identified by Property Point or an Alternative Public Benefit Organisation (PBO). The Trust is structured to allocate Growthpoint shares for perpetual funding of social impact projects which will support Growthpoint’s equity ownership targets under the Property Sector Code and aligns with the Company’s vision of empowering South African society, benefiting our employees, their families, and the communities we serve.

For more information on how the Group addressed its responsibilities as a responsible corporate citizen, refer to the IAR available at www.growthpoint.co.za.  

Growthpoint’s approach to corporate governance is an essential part of its value creation process, which benefits all its stakeholders by ensuring the sustainability of the business and enhancing long-term performance.

Growthpoint’s strategic approach is centered on integrating sustainability into every aspect of its operations. By embedding sustainability into its business model, it enhances the resilience and performance of its properties, driving long-term value creation and positioning itself at the forefront of the real estate industry. This strategic focus ensures that Growthpoint remains adaptable and responsive to the evolving environmental landscape, securing a sustainable future for its business and the communities it serves.

The HR and Remuneration Committee has reviewed the remuneration policy and its implementation extensively with appropriate input from Growthpoint’s HR advisers. Environmental factors are included in the KPIs of Executive Directors and relevant employees, embedding sustainability into Growthpoint’s performance metrics and corporate culture. This approach leads to sustained value creation for shareholders and other stakeholders.

Growthpoint believes that the company’s remuneration policy is fair, responsible and aligned with best practice and that its consistent application will ensure the attraction and retention of requisite talent and skills, sustain the performance culture of the company and lead to sustained value creation for all stakeholders.

The Company acknowledges the need to carefully maintain a balance between delivering on the expectations of shareholders, regulators and other stakeholders and ensuring a sustainable business.

Growthpoint has been included in the FTSE/JSE Responsible Investment Index for fourteen consecutive years. Qualification for the index is based on environmental, economic and social standing.

More information on the vision and future direction of the Group as well as the value created for the Group and its material stakeholders is available in the IAR at www.growthpoint.co.za.

The Board sets key performance measures and targets to continuously monitor and assess the achievement of strategic objectives and agreed plans for value creation over the short, medium and long term. Management is expected to implement and execute on the approved strategy and business plans. Management is furthermore expected to continually assess and respond, in a responsible manner, to any negative consequences that may arise, as a result of the Group’s activities and outputs in all areas of the business. 

In addition, the Board has a focus on the general viability of the business and its status as a going concern. For this reason, the solvency and liquidity of Growthpoint is monitored on a continuous basis.

The Board is responsible for the governance of risk, which it manages through an independent Risk Management Committee. This Committee also monitors the Company’s compliance with the qualifying REIT criteria laid down by the JSE Listings Requirements (section 13). The governance of risk is covered later in this report.

The IAR, is available at www.growthpoint.co.za and offers a holistic assessment of Growthpoint’s approach to value creation over the short, medium and long term. It aims to provide quality information to our financial capital providers and other stakeholders, enabling informed capital allocation and investment decisions.

Integrated thinking forms the foundation of our ability to create value over time and underpins the integrated reporting process. Integrated thinking guides how we connect our strategic priorities, material matters, risks and the six capitals to deliver meaningful value for our stakeholders. Integrated thinking also supports our purpose of creating space to thrive and is embedded in our governance and management practices.

The IAR is part of a suite of reports issued for the financial year and should be read in conjunction with the annual financial statements (AFS), Annual General Meeting (AGM) notice and the ESG report.

The Group’s external auditor, Ernst & Young Inc (EY), provided assurance on the FY25 AFS.

The Board, with the assistance of the Audit, SET, HR and Remuneration and Risk Management Committees, ensures that reports are issued as is necessary to comply with legal requirements and/or to meet the legitimate and reasonable information needs of material stakeholders. The integrity of all reporting is ensured with the assistance of relevant internal and external role players forming part of the integrated assurance process, to ensure that the information is a true reflection of Growthpoint’s activities.

Growthpoint has undertaken moderate independent assurance engagement in respect of selected environmental, social and governance information.

As part of the assurance engagement, the assurers determined whether Growthpoint adheres, in all material respects, to the AA1000 Accountability Principles of Inclusivity, Materiality, Responsiveness and Impact. Additionally, the annual carbon footprint review was externally verified by a third party under International Organisation for Standardisation (ISO) 14064-3 (2019), which provides guidance for validating and verifying GHG assertions.

Annual Sustainability reporting and disclosure is overseen by the Audit and SET Committees, including compliance with the Global Reporting Initiative.

In addition, Growthpoint reassesses materiality annually to adapt to changes in its operating context, stakeholder concerns and the relative importance of financial and impact significance. In FY25, this process was independently facilitated and involved stakeholder engagement, benchmarking, executive validation and Board approval.

The Board is the custodian of Growthpoint's governance framework. Board-approved strategies, policies, standards, practices and procedures deliver the highest standard of corporate governance. The Company embodies its values through a transparent and ethical culture, sound risk management and enhanced accountability. Growthpoint’s internal controls promote risk awareness, compliance and good governance.

Protecting and creating value are at the core of Growthpoint’s governance and integrated thinking. Through the company’s structured operational frameworks and governance processes, the Board makes well-informed decisions in the best interests of the company and all stakeholders.

The role and functions of the Board are set out in the Board charter and incorporated into the Board’s annual workplan. The Board Charter is reviewed annually and includes the Board’s responsibility to ensure that governance is effectively administered. Furthermore, the Board Charter makes provision for directors to take independent professional advice at the Company’s expense. The Board meets a minimum of four times annually. Additional meeting is scheduled for the review of strategic matters and approval of the IAR. Formal minutes of all meetings are kept as a permanent record. Please refer to the Corporate Governance report, in the IAR for details of attendance at Board and Committee meetings during FY25.

Growthpoint’s Board Charter stipulates that the Board shall have unrestricted access to all Company information, records, documents and property. The Board is supported by Committees, which have delegated responsibility to assist the Board to fulfil specific functions. These Committees are governed by Terms of Reference (TOR) which are reviewed annually by the respective Committees and approved by the Board. The Board Committees are all entitled to obtain external legal / professional advice, and to secure the attendance at meetings of outside parties with the relevant experience and expertise. The Board confirms that it is satisfied that it has fulfilled its responsibilities in accordance with its charter for FY25.

The Company optimises the use of available funds and addresses its key risks while taking advantage of existing opportunities. Sound corporate governance practices are implicit in the Company’s values, culture and processes, and internal controls promote an awareness of risk, compliance, and good governance in every area of the business. By ensuring that our structured operational frameworks are firmly in place, and that the various governance processes are incorporated in all activities, the Board can focus on the business and make well-informed decisions in the Company’s best interests.

Refer to the IAR available on the website (www.growthpoint.co.za) for information and disclosure regarding the number of Board meetings and attendance during FY25.

Composition:

At the date of issue of this report, Growthpoint had a unitary Board comprising nine Directors in total, three Executive Directors and six Non-executive Directors (NEDs). All NEDs are independent.

The Governance and Nomination Committee periodically reviews the Board’s composition relative to the skills, knowledge and experience needed to provide strategic direction, leadership and equitable representation in terms of gender, race and composition.  

The Board has an appropriate mix of knowledge, skills and experience. These skills complement the extensive skills and experience of the Chairman and executive directors. The composition of the Board also introduces the required element of diversity and independence. The Board is currently reviewing its composition and has begun the process of appointing at least one new NED with the appropriate skills, experience and diversity profile.

Refer to the Growthpoint website (www.growthpoint.co.za) for information and disclosure regarding the composition of the Board, tenure, independence and demographics of each of the directors.

Nomination, election, and appointment of members to the governing body:

The Governance and Nominations Committee is responsible for assessing the Board composition and identifying appropriate candidates for appointment to the Board and recommending to shareholders the re-election of retiring NEDs at the AGM.  This has assisted Growthpoint to ensure that the skillsets of newly appointed directors are complementary to those of the current directors. Skills gaps identified during the assessment have been addressed.

Succession planning to ensure complimentary skill sets and experience is an ongoing exercise. The Board considers candidates who represent a diverse spectrum of age, race, gender and cultural communities and is committed to women holding Board positions.

Mr John van Wyk and Ms Prudence Lebina resigned from the Board with effect from 11 March 2025 and 31 July 2025, respectively.

Changes in Leadership FY26:

Growthpoint has announced that Mr Norbert Sasse will be stepping down as the Group CEO at the end of June 2026 and formally retiring on 31 December 2026. Mr Estienne de Klerk will assume the Group CEO role from 1 July 2026. Mr José Snyders will succeed Mr Gerald Völkel as Group CFO from January 2026. The position of CEO: SA will be removed as part of a broader review of the executive leadership operating model. These transitions ensure continuity while bringing fresh perspectives and diversity to Growthpoint’s leadership. Succession planning remains central to sound governance and long-term value creation.

Independence and conflicts:

The Board has resolved that to ensure independence, the maximum tenure of a director on the Board would be nine years, effective at the financial year end of the 9^th year. However, a director’s tenure could be extended, but such a director would be required to resign at each subsequent AGM and be reappointed. There is no mandatory retirement age for NEDs.

It was further resolved that NEDs on the Board should not hold more than four directorships, including Growthpoint, or one chairman position outside Growthpoint and two NEDs positions including Growthpoint. The Chairman would also be limited to two other, or one other Chairman position. The reason for this is that the individual directors need to ensure that they have necessary capacity to prepare adequately for meetings and attend all Board and Committee meetings.

Members of the Board are required to declare their interests as provided for in the Companies Act, No 71 of 2008, as amended (the Act), both on an annual basis, by means of a Disclosure of Interests and prior to the commencement of each meeting in regard to the business of the meeting. Board members are also encouraged to declare interests as and when changes occur.

Furthermore, the Board Charter includes a policy statement on racial diversification, in terms of which the Board strives to meet legislated and / or regulated employment equity targets applicable from time to time at Board level.

Messrs Norbert Sasse (Group: CEO), Estienne de Klerk (CEO:SA) and Gerald Völkel (Group FD) serve on the Growthpoint Board in the capacity of Executive Directors, to ensure that the Board has more than one point of direct interaction with Management.

Chair of the governing body:

To ensure a clear division of duties, the Chairman and CEO have distinct roles. As an Independent Non-Executive Director, Chairman Rhidwaan Gasant's responsibilities are governed by the Chairman’s charter.  Growthpoint’s Group CEO is Mr Norbert Sasse. Mr Andile Sangqu is the Lead Independent NED to strengthen independence on the Board.

The Chairman’s charter is explicit in that it only makes provision for the appointment of an independent NED in the role of Chairman, as defined by the King IV Code and the JSE Listings Requirements.

The following Board committees are in place:

• Audit Committee
• Governance and Nomination Committee
• Human Resources and Remuneration Committee
• Property and Investment Committee
• Risk Management Committee
• Social, Ethics and Transformation Committee

The committees, established by the Board, support it in fulfilling its responsibilities and strengthening the organisation's governance.

Each Committee has a minimum of three independent non-executive members as recommended by the King IV Code. The composition of each Committee is aligned with the King IV recommendations.

The Board is also comfortable that the current composition of the Board Committees contributes to effective collaboration as well as a balanced distribution of power so that no individual has the ability to dominate decision-making and no undue reliance is placed on any individual.  During FY25 all the Committees have satisfied themselves that they have fulfilled their responsibilities according with their TOR.

Refer the IAR which provides the following information:

• Composition of each Committee, qualifications and experience of members,
• Information on external advisors or invitees who regularly attend committee meetings,
• Key areas of focus of each Committee during FY25,
• Number of Committee meetings and attendance, and
• Confirmation by each Committee that it is satisfied that it has fulfilled its responsibilities for FY25.

The Audit Committee has satisfied itself with:

• The independence of EY as the external auditor, including reference to the nature of non-audit services rendered, the audit firm and designated audit partner tenure and any significant management changes at EY,
• The quality of the external audit,
• Significant matters relating to the FY25 AFS,
• The effectiveness of the internal audit function, and
• The expertise, resources and experience of the Company’s finance function and of the Group FD’s suitability.

The Audit Committee also ensured that:

• the company complies with IFRS and accepted corporate governance practices and codes,
• appropriate accounting records are maintained,
• it recommends to the Board the re-appointment of the external auditor subject to the approval of the shareholders at the AGM,
• it discusses with the external auditors prior to the commencement of the audit, the nature and scope of any areas of concern,
• it reviews and monitors the independence and performance of external auditors and effectiveness of the audit process,
• it reviews the external auditor’s scope and approves the fees,
• it approves payments to the external auditors for any other services rendered by the external auditors,
• the internal audit function is independent and that the function is managed effectively,
• it discusses with internal audit any significant findings and follows up thereon,
• it oversees the financial reporting process and disclosure of the company’s financial information to ensure that its AFS are correct, sufficient and credible,
• it reviews, with management, the quarterly financial position and performance of the company,
• it reviews the AFS and auditor’s report thereon, before submission to the Board for approval, with reference to:

(b) Major accounting entries involving estimates based on the exercise of judgment by management

(c) Significant adjustments made in the AFS arising out of audit findings

(d) Compliance with listing and other legal requirements relating to AFS

(e) Disclosure of any related-party transactions

(f) Qualifications/modified opinions in the draft audit report

• it reviews the management letter of internal control weaknesses issued by the external auditors,
• it reviews the interim financial results prior to recommending it to the Board for approval,
• it provides recommendations to the Board regarding any proposed dividends, and
• it reports its findings to the Board, which approves the interim financial results and the AFS before they are submitted to stakeholders.

Key Focus Areas for FY25:

• The consideration of the Committee’s composition and skills sets the independence of its members and their ability to act independently,
• The consideration of information detailed in paragraph 3.84(g)(ii) of the JSE Listings Requirements and 7.3(e)(iii) of the Debt Listings Requirements regarding the audit firm in its assessment of the suitability of the appointment,
• Noted the annual Proactive Monitoring review report as issued by the JSE in November 2024,
• Addressed the matters raised by the JSE in their Proactive Monitoring report issued on 5 May 2025 in relation to the FY24 AFS and the interim results for the six months ended 31 December 2024,
• Discussed the treatment of maintenance expenditure and review of the capital expenditure accounting policy,
• Reviewed the tax risk and compliance reports for local entities,
• This Committee report includes the committee’s assessment of the financial knowledge, expertise and experience of the Group FD as well as the appropriateness, expertise and adequacy of the resources of the finance function, and
• The Committee reports to shareholders on how it carried out its obligations on page 3 of the AFS for FY25.

The Board Charter incorporates an annual self-assessment or self-evaluation based on several factors i.e., expertise, attitude, objectivity, independence, judgement understanding and commitment to the Board’s duties and responsibilities.

A self-evaluation of the Board and Committees’ performance during the financial year is performed annually and an overview of the results and remedial actions to be taken is shared with the Board and the respective Committees at the meetings held in August / September 2025.

In addition to the Committee’s self-evaluation, a separate evaluation process was conducted by senior management and Exco members who are standing invitees at the respective committees assessing the various committees’ performance and noting any area that may warrant improvement. The view was that this twofold evaluation process improves the overall board effectiveness and enhance the synergy between the executive team and the board.

The Board is satisfied that the assessment contributes towards the Board’s improvement in performance and effectiveness. The Board’s overall performance assessment was noted as being positive except for the following areas which warranted intervention:

• Succession planning for executive and senior management, however, significant progress has been made in this regard. Furthermore, the SET Committee actively monitors succession from a transformation perspective, and
• Gender diversification on the Board. This remains an ongoing focus area with current female representation at 11%.

Outcomes of the annual assessment of the Board and respective Committees, including remedial actions taken was highlighted as follows:

Audit Committee:

The results of the Committee self-evaluation were noted as being satisfactory with no specific areas warranting the Committee’s attention.

Risk Management Committee:

The results of the Committee self-evaluation were noted as being satisfactory with no specific areas warranting the Committee’s attention.

Risks surrounding the international investments, including Growthpoint’s investment in funds management businesses requires ongoing focus.

Human Resources (HR) and Remuneration Committee:

The results of the Committee self-evaluation were noted as being satisfactory, except for succession planning for executive and senior management.

The Committee has extensively considered succession planning in the Company in line with the Group’s strategy and this remains an ongoing focus area.

The strength of Growthpoint’s business lies in its human capital, and Growthpoint is dedicated to fostering its employees’ growth and supporting their wellbeing. Growthpoint has enhanced its HR function with the appointment of a new Head of HR, who is spearheading initiatives to strengthen the company’s corporate culture and develop the skills needed for future growth. Succession planning remains a priority to ensure that Growthpoint has a robust talent pipeline that supports its strategic objectives.

SET Committee:

The results of the Committee self-evaluation were noted as being satisfactory with no specific areas warranting the Committee’s attention, though it was noted that greater focus is required on emerging issues namely impact of climate change on the business.  

Property and Investment Committee:

The results of the Committee self-evaluation for FY25 were noted as being positive overall, and it was evident that Committee members are well-versed in the South African property market though there is still scope for more exposure of the Eastern European and Australian markets.

The Board has the authority to exercise all the powers and perform any of the functions, except as otherwise provided in the Act or the Memorandum of Incorporation (MOI) of Growthpoint. Specific authority and powers of the Board have been delegated to management, and such delegation is captured in a formal delegation of authority framework that is reviewed by the Audit Committee and thereafter recommended to the Board for approval. The Board is comfortable and satisfied that this framework contributes to role clarity and the effective exercise of authority and responsibilities. 

The Board is assisted by a competent, suitably qualified and experienced Company Secretary who is not a director and who maintains an arm’s length relationship with the Board.

Growthpoint Executive Directors may only hold other directorships in Growthpoint subsidiaries and associated companies, or in companies set up for personal and/or family purposes that are not in competition with Growthpoint. Any exceptions are subject to the discretion of the Board.

The performance of the Group CEO and SA CEO is evaluated by the HR & Remuneration Committee and ultimately the Board against agreed performance measures and targets. The Governance and Nomination Committee is responsible for ensuring that succession plans are in place for the position of the Group CEO SA CEO and Group FD.

Risk management is imperative to Growthpoint to help safeguard our assets, enhance our performance and ensure long-term success. Effective risk management (ERM) identifies risks and enables us to make informed decisions and allocate resources effectively. Growthpoint has a well-defined risk governance structure that outlines how key ERM functions are organised. This ensures that risk management is institutionalised, and it promotes a risk management culture. Our risk reporting mechanism ensures that risk information flow is comprehensive and reported to the appropriate authorities.

Growthpoint’s integrated approach to risk management fosters strategic and operational resilience, enabling long-term value creation and growth. Guided by our ERM framework, which is aligned with our strategic goals and material matters, Growthpoint applies a standardised process to identify, understand and respond to the risks that could impact the achievement of its strategic objectives.

A top-down approach to strategic risk management is utilised, with risks reviewed quarterly by executive management and the Risk Management Committee to ensure relevance, effective monitoring and appropriate mitigation.

In parallel, Growthpoint uses a bottom-up approach to identify, assess and manage operational risks at the sector level, which informs the strategic perspective of executive management. Together, these approaches enable a holistic view of risk across the business.

The Committee’s responsibilities in respect of risk include, amongst others:

• Assist the Board in matters of corporate accountability and associated risks,
• Ensure that risk policies and strategies are managed effectively,
• Monitor external variables that could affect corporate accountability,
• Review and assess the integrity of risk control systems,
• Define risk management policies and the risk management function, as well as the scope of ERM,
• Ensure the independent and objective oversight and review of information provided by management on corporate accountability and associated risks, and
• To review the adequacy of the risk management framework relative to identified risks and opportunities.

A comprehensive risk management process is in place for identifying, evaluating and monitoring the nature and extent of risks affecting the business. The Risk Management and Compliance function assists management in evaluating the process for managing key operational, financial and compliance risks. Key risks and opportunities and responses thereto are identified by the Group Exco and presented to the Risk Management Committee annually.

The top ten risks and responses thereto are identified based on their probability, as well as their potential impact on Growthpoint as a whole. Each risk has been mapped to the related strategic objective on which it could impact. The IAR contains more information on this matter.

The Risk Management Committee meets at least four times a year and is chaired by an independent NED.

Key focus areas for this Committee during FY25:

• Ensuring the integration of technology risks into the overall risk management framework and monitoring matters such as cybersecurity,
• Monitoring group gearing, liquidity and debt covenant levels ensuring compliance with all statutory, regulatory and other obligations,
• Overseeing and monitoring the impact of global volatility in interest rates and exchange rates on the business and ensuring appropriate measures are in place to manage this risk,
• Annual review of the risk management policy and strategy,
• Monitoring operating performance of IT strategy and systems, including business continuity in the face of strained municipal services and electricity shortages,
• Ongoing oversight of funding and the impact of increasing interest rates on borrowings,

• Monitoring actions taken to ensure compliance with legislation, including environmental legislation,
• Monitoring obligations associated with the Growthpoint Investment Partners (GIP) business,
• Reviewing the Group’s risk appetite and tolerance indicators,
• Reviewing the adequacy and enhanced focus on cybersecurity, and
• Monitoring compliance with relevant laws and regulations in particular the Financial Intelligence Act (FICA).

Effective IT governance ensures that IT resources are aligned with business objectives, that risks are managed effectively, and that performance is optimised.

Technology and information governance are ultimately the responsibility of the Board, via the Risk Management Committee, and in respect of financial reporting risk, under the auspices of the Group FD, via the Audit Committee. The Chief Information Officer (CIO), who attends the Risk Management Committee meetings, is responsible for the IT governance framework and the external auditor will periodically assess IT governance against King IV.

A formal IT governance framework is in place and is overseen by an IT Steering Committee which reports to the Risk Management Committee on the activities, findings and recommendations of the IT Steering Committee in respect to potential material IT investments and expenditure to ensure that IT infrastructure is managed efficiently.

Furthermore, the framework is customised to the Growthpoint environment, integrated into our key business objectives and monitored for compliance and performance. The key aims of the framework are to standardise business processes across the Group, reduce internal costs and ensure sound governance.

IT forms an integral part of the Company’s risk management and IT internal audits are performed periodically by experienced outside parties. An IT governance charter formalises lines of delegation from the Board and Risk Management Committee through to the CIO, as well as sets out policies, procedures and performance metrics which work together in the IT governance framework. The IT governance policy has considered the material issues affecting all relevant stakeholders including the Board, employees and specific departments, for instance finance.

The Risk Management Committee receives quarterly updates on IT risks from the CIO. All risks presented in the year were deemed to be within defined tolerance levels and not considered material. In addition, the IT team continues to introduce innovation to the business that enhances Growthpoint’s service delivery capacity.

The integration of technology, particularly artificial intelligence (AI), has transformed real estate operations. AI applications are optimising energy consumption, predictive maintenance and space utilisation, leading to cost savings and improved tenant experience. Adopting smart building technologies has become a standard expectation and influenced leasing decisions and investment attractiveness.

Key focus areas during FY25:

• Ensuring the integration of technology risks into the overall risk management framework and monitoring issues such as cybersecurity,
• Monitoring operating performance of IT strategy and systems, including business continuity in the face of strained municipal services and electricity shortages,
• Technology remains a critical enabler of operational efficiency and client service. The MyBuildings facilities management platform progressed to its second implementation phase in FY25. By bringing more functionality in-house, the Company reduces reliance on third-party service providers, improves service levels and achieves cost savings,
• The Company expanded robotic process automation within our finance function. In FY25, AI-bots handled standard municipal payments and municipal account reconciliations, which were previously time-consuming and resource-heavy processes. These automations delivered significant time savings and reduced error rates,
• We also continued to enhance our use of Management Reporting Interface as the core property management system, focusing on improving reporting efficiency and cross-system integration,
• AI capability is now being explored more actively. An AI policy is being developed to help guide the responsible and effective adoption of emerging technologies,
• Cybersecurity remains a top priority. Growthpoint was not impacted by any major incidents in FY25, but we are seeing a growing volume of attempted attacks,
• Growthpoint continued to upgrade and integrate its enterprise resource planning system (i.e., MRI) with other systems, and it is pleased with the execution, and
• In addition to ongoing maintenance and updates, Growthpoint focuses on accessing data for analytics and business intelligence. All Growthpoint’s data is located in hosting facilities with cloud backup.

The Board is ultimately responsible for the governance of compliance with applicable laws and adopted, codes and standards in setting the direction for how compliance should be approached and addressed. Compliance is considered by the Board not only for the obligations it creates but also the rights and protection it affords. 

Legal and regulatory compliance enables us to safeguard our reputation, which ensure operational integrity and maintain stakeholder trust as we mitigate the risks associated with non-compliance. Our compliance policy and framework guide consistent and effective compliance management, embedding a culture of accountability across all levels of the organisation.

The compliance function at Growthpoint plays a vital role in assisting with, facilitating and monitoring compliance related matters across the organisation, including compliance with the relevant legislative and policy frameworks in the jurisdictions in which the Company operates, engaging with consultants and specialists when necessary and participating in industry lobby bodies. New legislation that impacts the Group is discussed at the relevant Board Committee meetings as well as at the Board meetings. Growthpoint’s compliance framework ensures that the Company complies with the Act, the JSE Listings Requirements (debt and equity), its MOI and the Board Charter. The Board committee’s TOR are aligned with the relevant provisions of the Act and King IV.

Growthpoint annually submits a REIT compliance declaration and an annual compliance certificate to the JSE, confirming its compliance with the JSE Listings Requirements.

Additionally, the Compliance function is responsible for reporting to executive management, the Risk Management Committee and regulators as required. The Board and executive management are responsible for ensuring a culture of compliance across the organisation. This is underpinned by the compliance policy and compliance framework, which guides the development of consistent and effective compliance management across all levels.

Growthpoint’s risk management and compliance programme, established under the terms of the FICA, provides strategic direction and detailed processes to manage and mitigate financial crime risks. The programme includes Growthpoint’s customer due diligence and reporting processes and is supported by the anti-money laundering policy, which aligns with local regulatory requirements and international best practice. Our training and awareness initiatives ensure that employees understand the impact of financial crime and their responsibilities towards combatting it.

Achievements in FY25:

• The Board approved the risk management policy, strategy and risk appetite statements, which were communicated throughout the business,
• The Board also approved the compliance policy and strategy, ensuring communication across the organisation The risk management process was further embedded by applying the adopted risk management framework to report top strategic risks to executive management and the Risk Management Committee on a quarterly basis, and
• Growthpoint developed and adopted its anti-money laundering (AML) policy, ensuring compliance with the FICA in response to the potential threat of South Africa’s grey listing status, thereafter AML and FICA training was rolled out to the wider organisation.

Focus areas for FY26:

• The Company will seek to further embed the risk management programme across the organisation through training and awareness, promoting proactive risk management and leveraging opportunities,
• Growthpoint will continue to integrate compliance management in line with best practice, enabling value-added contributions to the business, and
• Leverage technology to enhance the risk management process and improve data monitoring for more effective risk management.

The Group has a formal mandatory authorisation process for dealings in the Company’s shares, formal policies and procedures for accepting and granting gifts, disclosure of conflicts of interest and anti-corruption as well as formal levels of authority and delegated signing authorities for business transactions.

There were no material or repeated regulatory penalties, sanctions or fines for contraventions of, or non-compliance with, statutory obligations. No compliance inspections by environmental regulators had taken place during FY25 and no incidences of non-compliance with environmental laws were identified.

The HR and Remuneration Committee and the Governance and Nomination Committee support the Board with the governance of remuneration throughout the Group, ensuring fair and responsible remuneration practices.

The Committee, in consultation with executive management and an external advisor to the Committee, ensures that the Group’s directors and executives are fairly rewarded for their contribution, in line with the Group remuneration policy. The Committee has reviewed the remuneration policy and its implementation extensively with appropriate input from its advisers.

Growthpoint is committed to fair and responsible remuneration in line with the objectives of the Companies Amendment Act, No 16 of 2024, although it was not yet fully implemented at the time of finalising this report, and the King IV principles. To ensure Growthpoint’s pay structures are competitive, equitable and unbiased, Growthpoint participates in various surveys and conducts regular salary benchmarking, job grading and pay equity analyses. In compliance with the Act, the Company discloses the remuneration and benefits of directors.

Furthermore, its consistent application will ensure the attraction and retention of requisite talent and skills, sustain the performance culture of the company and lead to sustained value creation for all stakeholders. Central to this philosophy is the principle that overall compensation at Growthpoint is linked to performance at employee, business unit and company levels.

In FY25 a comprehensive organisation-wide job grading and position benchmarking exercise was undertaken to confirm that each role is paid market-related salaries, to ensure that Growthpoint remains an employer of choice.

The remuneration of individual directors is contained in the remuneration report included in the IAR.

The shareholders vote on the remuneration policy and remuneration implementation report at the AGM. Arrangements to meet with shareholders are made, should the remuneration policy and remuneration implementation report not be accepted at the AGM. The committee has considered shareholder concerns and suggestions in relation to Growthpoint’s remuneration policy and the implementation thereof, as reflected in the voting outcome for the implementation of the remuneration policy vote at Growthpoint’s November 2024 AGM.

Following the robust endorsement of the Company’s remuneration policy at the FY24 AGM, the committee placed strong emphasis on disciplined application. FY25 remuneration decisions and outcomes are fully aligned with the shareholder-approved policy, reinforcing transparency, consistency and accountability. Growthpoint’s executive remuneration KPIs and relevant targets ensure that it executes on ESG imperatives. These metrics cover areas such as carbon emissions, electricity efficiency, water usage, waste management and social impact initiatives.

Detailed disclosure regarding remuneration, including key themes of the roadshow are contained in the remuneration report and the remuneration implementation report as included in the IAR that is available at www.growthpoint.co.za. 

Refer to the IAR available at www.growthpoint.co.za for information on assurance provided by both the Internal Audit and Risk Management & Compliance functions. Assurance provided regarding the Company’s external audit reports are disclosed in the respective reports as follows:

• AFS,
• CEO and FD Responsibility Statement and Independent Auditor’s Report,
• IAR – Assurance and Responsibility Statement, and
• ESG Report – about this report.

The Board ensures that there is an effective risk-based internal audit function in place.

Internal Audit follows a risk-based approach and provides written assessments quarterly to the Audit Committee as to the adequacy of the internal control environment and any significant breakdown in internal controls.
 

The Audit committee is responsible for overseeing internal audit. The Head of Internal Audit is a senior manager and reports to the Chairman of the Audit Committee and has unrestricted access to the Chairman and Members of the Audit Committee.

Growthpoint applies a combined assurance model (CAM) to optimise assurance over strategic risks, risk management and internal financial controls. The CAM also supports the evaluation and assurance of selected aspects of business operations, including elements of external reporting. It is coordinated by Growthpoint’s internal audit function, providing an additional assurance line. The internal audit function was further enhanced by outsourcing certain activities to BDO Advisory Services (Pty) Ltd.

Executive and operational management are responsible for establishing and maintaining internal control systems that provide Growthpoint’s directors with reasonable assurance. The internal audit function enables the Board and management to assess whether systems of internal control are adequate and effective.

The Audit and Risk Management committees monitor and review the Group’s risk profile and the efficacy of management activities and monitor adherence to Board-approved risk appetite and tolerance.

The Board has identified material stakeholders of the Group and considers the legitimate and reasonable needs, interests and expectations of such stakeholders on an ongoing basis as part of the decision-making process and in acting in the best interest of Growthpoint.

Growthpoint’s stakeholder engagement approach is driven by the identification of key groups that it impacts and that have an impact on its business. It is a multi-faceted approach, in that the nature and degree of engagement varies to meet each specific stakeholder group’s needs.

Growthpoint’s business activities are enhanced with collaborative processes. By engaging with stakeholders proactively, Growthpoint can mitigate potential risks to its reputation and operations. Strategically, engaging with stakeholders provides Growthpoint with valuable insights into their needs and preferences, enabling the company to make more informed decisions that enhance market competitiveness. Stakeholder relationships are embedded across our operations and governance structures, ensuring alignment between business activities, ESG objectives and stakeholder needs.

Focus areas for FY25:

Growthpoint places considerable emphasis on the role of stakeholders in its operations and across its value chain. In FY25 the Company reviewed and approved its LED policy. The amendments aim to improve the responsiveness, accountability and efficiency of our LED programmes, while ensuring alignment with Growthpoint’s strategic objective of inclusive and sustainable economic participation in the communities where it operates.

Additionally, Growthpoint aligned its stakeholder engagement approach with best practice and global sustainability principles, including the King IV, AA 1000 Stakeholder Engagement Standard, JSE Guidance on Sustainability Disclosure and IFC Performance Standards.

The outcome of these efforts led to the development and approval of our stakeholder engagement policy, which includes NGOs, civil society organisations and shoppers, in addition to stakeholder groups identified in previous reporting cycles.

Growthpoint stakeholder engagement policy outlines the:

• Purpose of stakeholder engagement (managing risk, enhancing reputation, creating business value, achieving social and environmental impacts),
• Identification of key stakeholders, including NGOs and civil society, in addition to the stakeholder groups identified in previous reporting cycles,
• Channels and methods for stakeholder engagement,
• Roles and responsibilities related to stakeholder engagement across the different organisational levels,
• Approach to stakeholder engagement in various contexts, and
• Policy implementation plan.

The policy emphasises constructive engagements to build trust and enhance long-term relationships with stakeholders.

The Board is assisted by the SET Committee in fulfilling its responsibilities and ensuring that key stakeholder relationships are effectively managed. The Group CEO through the support of Group Exco and management ensures that the overall stakeholder engagement process is implemented, and that stakeholder management is effective.

Growthpoint collects qualitative and quantitative data regarding stakeholder sentiment through employee, tenant and supplier surveys, project-specific public participation processes, interviews and direct interactions.

Growthpoint remains committed to transparency with all its stakeholders and strives to engage with and respond to stakeholder concerns appropriately and in a timely manner.

Periodic reviews and assessments are conducted to evaluate the effectiveness of stakeholder engagement initiatives and identify areas for improvement.

The Board recognises that stakeholder perceptions can affect the Company’s reputation and seeks to ensure the equitable treatment of all stakeholders.

The Board also engages with shareholders at the results presentations, the AGM and on an ad hoc basis as and when required.
 

Refer to the website and IAR available at www.growthpoint.co.za for additional information on the management of stakeholder relationships.

The Board recognises the separate legal existence of each subsidiary as well as the statutory and fiduciary duties of the directors of such subsidiaries.  The Audit Committee as well as the SET Committee fulfils oversight functions in respect of South African based subsidiaries. Group policies are applied in all subsidiaries unless regarded as not being in the interest of a subsidiary in which event the directors of the subsidiary may recommend appropriate amendments to such policy.