POLICY AND GOVERNANCE DOCUMENTS

Anti-corruption: Growthpoint’s commitment to compliance by the company, and its officers, directors, employees and agents with local and international anti-bribery or anti-corruption laws that may be applicable.

Benefits: Benefits granted to employees such as rewards for exceptional performance gifts, long service awards, professional memberships and clothing allowances.

Board Charter: Terms of Reference, overall purpose and objectives of the Board, membership and responsibilities, accountability, self-assessment and Code of Ethics.

Board Gender diversification policy: Growthpoint’s commitment to gender diversification on the Board. In the event that the size of the board is increased and/or any of the current non-executive directors retires or steps down, preference will be given to women with the necessary skills, experience, independence and knowledge, taking into account Growthpoint’s circumstances and needs. Growthpoint’s aim is that at least 30% of the Board should comprise women.

Board racial diversity policy: Growthpoint’s commitment to racial diversification on the Board. The Board shall at all times and to the extent practically possible, strive to meet the legislated and/or regulated Employment Equity targets applicable from time to time at Board level.

Breach of the Company's Business Practice: Growthpoint has faith in the principle that it employs people who perform to the best of their ability and act in accordance with Growthpoint's philosophies. Any transgression of our practices will be dealt with on an individual basis, in the best interests of the company. If any of the company's standards are breached and such a breach requires formalised intervention, Growthpoint will, where appropriate and practical, intervene and act in accordance with the guidelines for fair procedure set out in the relevant policies and legislation.

Cell phones: Eligibility, reimbursement process and levels in compliance with SARS practice.

Closed periods: When Growthpoint is in a closed period (prior to the half year and the year end results), no director or employee may trade in Growthpoint shares or any derivative thereof. Employees are to obtain approval from the Company Secretary before trading in Growthpoint shares in order to ensure that Growthpoint is not in a closed period. The rules apply to personal account dealings undertaken by any employee or connected person, either for their own account or for the account of a connected person.

Confidentiality: Confidentiality obligations on directors, officers and employees of Growthpoint and its subsidiaries who come into possession of material, non-public information concerning the company who are required to safeguard the confidentiality of the information and may not intentionally or inadvertently communicate it to any person unless such a person has a need to know the information for legitimate company-related reasons. This duty of confidentiality is important to both Growthpoint’s competitive position and the insider trading laws and JSE regulations applicable to Growthpoint as a public company.

Computer usage: Employees’ obligations to safeguard Growthpoint’s competitive advantage and business continuity, as well as to ensure the ongoing confidentiality, integrity and availability of all Growthpoint’s computer resources.

Confidentiality of Employee Information: Confidentiality of employee information. The confidentiality of employee information will be maintained at all times:
• The employee’s right to privacy will be upheld and respected at all times.
• Any employee check will require prior authorisation by management.
• Checks will be conducted only where there is a reasonable and justifiable business requirement.

Conflict of Interest: Disclosure of conflict of interest. In line with the group’s philosophy of personal empowerment, we respect employees’ rights to manage their personal affairs and to conduct activities outside the scope of Growthpoint’s operations. Should employees believe that a potential transaction /activity may constitute a conflict of interest or interfere with their responsibilities to the company, employees’ are expected to disclose this to their manager. The company maintains that disclosure and transparency mitigate against conflict of interest.

Corporate social responsibility: Guidelines and assistance in order to implement SED (Socioeconomic Development) and enterprise and supplier development (ESD) elements of broad-based black economic empowerment (B-BBEE).

Credit: Provides guidance on leasing facilities to our clients with the minimum of risk and the ongoing improvement in processes and service to enable a secure and sustainable return to our shareholders

Disability disclosure: Encourages appropriate disclosure by staff with disabilities. The objective of disclosure is to understand the needs and requirements of staff with disabilities to enable Growthpoint to meet their needs with reasonable accommodation and to create an inclusive environment for all staff. We respect the ability, competence and personhood of all our staff

Disclosure and crisis management: Addresses elements such as the communication framework and authorised spokespersons, dissemination of information, fair distribution of information, price-sensitive information and profit forecasts, dealing with the media, unexpected circumstances or events, crisis management and communication.

Diversity and Inclusion forum constitution:

The Diversity and Inclusion Forum has been established to represent employees in matters which relate to Employment Equity and Skills Development. The purpose of the forum is to:
       • Facilitate the achievement of the Employment Equity and Growthpoint's transformation agenda.
       • Create awareness and support the organisation's initiatives in relation to transformation.
         • Promote the empowerment and advancement of designated groups.
       • Consult on matters related to Skills Development and Employment Equity in line with legislation.

Dress code policy: Defines appropriate business attire to be adopted by Growthpoint staff.

Recruitment policy: Gives guidance to management on attracting the most suitable candidates to fill vacant positions. In addition,

the policy aims to provide guidance on the recruitment of candidates so as to comply with the provisions of the Labour Relations Act No 66 of 1995 (as amended) and the requirements of the Employment Equity Act No 55 of 1998 (as amended).

Education bursary scheme: Provides all employees with focused educational opportunities, to enable the acquisition of qualifications necessary for career development within Growthpoint.

Employee Risk Management: People are our most important asset and in order to comply properly with acceptable standards of corporate governance and international best practice, we continuously review our practices and ensure that employees comply with the required standards. Where necessary from a business perspective, the following checks will be conducted from time to time:

• Verification of qualifications and experience.
• Credit checks.
• Criminal record checks.
• Potential conflict of interest.
• Other checks as may be required.

Employment Equity plan:Growthpoint is committed to creating a diverse and transformed working environment, which will provide equal opportunity to all its employees, whilst giving special consideration to employees from designated groups. Growthpoint will take steps to: Promote equal opportunities in the workplace by eliminating unfair discrimination in all its employment policies and or practices; and implement Affirmative Action (AA) measures, to redress imbalances in employment experienced by designated groups, to ensure their equitable representation in the workplace.

Environmental policy: Growthpoint’s commitment to responsible environmental conduct. Areas of consideration include climate change and carbon emissions, energy, water, waste and biodiversity.

Financial assistance to employees: Where deemed necessary, Growthpoint may provide financial assistance to employees. Situations of undue personal hardships are those that are unforeseen/unanticipated (emergency situations), which the employee could not have provided for and no other institution could provide for.

Flexible work hours statement: Developed to allow employees to manage accessibly to the office with consideration to personal circumstance and operational requirements of their department.

Gift declaration:Policy on gifts, entertainment and inducements in line with the Prevention of Corruption and Corrupt Activities Act, 2004 (PRECCA) which was legislated to combat corruption and associated activities.

Health and safety: Prepared in line with the Occupational Health and Safety Act No 85 of 1993 to provide for the health and safety of persons at work and for the health and safety of persons in connection with the use of plant and machinery; the protection of persons other than persons at work against hazards to health and safety arising out of or in connection with the activities of persons at work.

Insider Information: From time to time, employees may be privy to price-sensitive and unpublished information relating to the company and its clients. Trading on the basis of such information is prohibited.

International travel policy: This policy sets out the travel and accommodation arrangements for Growthpoint employees or other authorised persons while away on business travel. This address both local and international travel.

Information Technology: Employees are required to comply with the company’s practice on issues relating to the legitimate use of computers, software, electronic information and networks. In the interests of supporting the availability, integrity and confidentiality of information systems and associated data, the company has established controls to protect its computing resources.

IT Governance charter: Embeds IT governance as part of corporate governance within Growthpoint. It outlines the scope, required effort and responsibility with regards to developing, implementing and maintaining Growthpoint’s IT governance.

Job grades and pay scales :A process of evaluating positions and classifying them according to their relative significance. Growthpoint uses a Paterson Grading system.

Leave:To provide clarity on leave provisions for employees. The objective is to ensure that all staff are informed of the procedures around eligibility and leave application process. Leave types specified are: annual leave, sick leave, family responsibility leave, bereavement leave, maternity leave, adoption leave, paternity leave, study leave, religious leave, special leave, unpaid leave and disability leave.

Medical aid: All permanent employees to become a member of one of the company’s medical aid schemes, unless an employee is entitled to medical benefits in terms of another scheme, provided proof of such membership is provided annually.

Nomination policy: To define appropriate business attire to be adopted by Growthpoint staff.

Personal relationship: This policy is intended to provide guidance in cases where personal relationships may exist or form between employees in the professional working environment. Boundaries between personal and business interactions are necessary to achieve a productive, comfortable and professional work environment. Growthpoint would like to encourage fair treatment and the avoidance of actual, potential or perceived favouritism, conflict of interest and opportunities for collusion in the event of personal relationships in the work environment. It is not the intention of Growthpoint to infringe on personal freedoms nor to intrude on the privacy of individuals.

Privacy policy: The purpose is to provide direction and guidance to Growthpoint employees by providing minimum requirements for Growthpoint employees to identify, control, monitor, report, and maintain information privacy across Growthpoint’s business. This policy prescribes the scope, minimum privacy standards, and roles and responsibilities which must be implemented and adhered to in order for Growthpoint to meet its legislative obligations to Process Personal Information in a manner that is lawful and fair and mitigate its other information privacy risks.

Procurement: Stipulates the process and procedure undertaken during procurement practices. Specific considerations are given to the size of the procurement deal as well as to B-BBEE considerations.

Representing the company: Gives guidance to management on attracting the most suitable candidates to fill vacant positions. In addition, the policy aims to provide guidance on the recruitment of candidates so as to comply with the provisions of the Labour Relations Act No 66 of 1995 (as amended) and the requirements of the Employment Equity Act No 55 of 1998 (as amended).

Retirement: To define appropriate business attire to be adopted by Growthpoint staff.

Recruitment: Gives guidance to management on attracting the most suitable candidates to fill vacant positions. In addition, the policy aims to provide guidance on the recruitment of candidates so as to comply with the provisions of the Labour Relations Act No 66 of 1995 (as amended) and the requirements of the Employment Equity Act No 55 of 1998 (as amended).

Risk management:The Board has overall responsibility for the adoption, oversight and reporting of Growthpoint’s risk management framework. Growthpoint’s risk framework encompasses four distinct categories.

Serious illness insurance: A list of serious illnesses covered as well as the terms and conditions and related benefits.

Sexual harassment: Defined in accordance with Notice 1367 of 1998 in terms of section 203(2) of the Labour Relations Act No 66 of 1995 and ensuring the proper process is undertaken in a sensitive and confidential manner.

Share dealings: Governs share dealings by directors and executive members and the imposition of closed periods. Prior clearance to deal is required from the Group CEO and/or Board chairman. Deal disclosure is dealt with in terms of the Listing Requirements of the JSE Limited.

Substance abusee: Stipulates behaviour that constitutes a breach of company policy and a breach of an employee's duty to act in good faith towards Growthpoint.

Social media: This governs the use of social media by Growthpoint and all its subsidiaries or affected company’s employees, associates and contractors, in both a personal and professional capacity.

Sponsorship policy and procedure: To define appropriate business attire to be adopted by Growthpoint staff.

Transformation strategy: Details Growthpoint’s strategy to achieve the required B-BBEE scorecard and Property Sector charter transformation target.

Travel:This policy sets out the travel and accommodation arrangements for Growthpoint employees or other authorised persons while away on business travel. This address both local and international travel.

Treasury policy: The purpose of this policy is to set up a framework for managing financial risks across the Growthpoint group. The policy:

Defines the financial risks to be managed;
Specifies the objectives in managing these risks;
Delegates responsibilities to those managing the risk

Establishes a control framework to regulate treasury activities to mitigate operational risk and to minimize financial risk.

Whistle-blowing and protected disclosure: Encourages Growthpoint employees, to raise concerns about workplace malpractice without fear of victimisation or reprisal. Growthpoint seeks to protect all employees who disclose unlawful or irregular conduct by the company, its employees or other stakeholders.