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1 RABINOV PROPERTY TRUST ARSN ASX Code: RBV Level 6, 492 St. Kilda Road, Melbourne VIC 3004 Responsible entity: PO Box 7527 St. Kilda Road VIC 8004 Rabinov Property Management Limited P (03) F (03) ABN AFS Licence No E info@rabinov.com.au W 21 April 2011 Dear Rabinov Unitholders We enclose a Notice of General Meeting, Explanatory Memorandum and accompanying Independent Expert Report in relation to a meeting of unitholders to be held on 31 May 2011 at the offices of Baker & McKenzie at Level 19, 181 William Street, Melbourne commencing at 9.30am. You have separately been sent a Target's Statement in relation to Growthpoint's offer to acquire all the units in Rabinov in consideration for the issue of Growthpoint Stapled Securities. The Directors unanimously recommend that you accept that offer, in the absence of a superior proposal. As part of these arrangements, Growthpoint has determined that certain properties currently owned by Rabinov do not fall within its investment criteria. Growthpoint's takeover bid is subject to a condition that they be sold to Rabinov's subordinated debt holder, Anrose Nominees Pty Ltd, in satisfaction of that debt. The purpose of the upcoming General Meeting is to seek unitholder approval for the sale of those properties. You should refer to the enclosed Explanatory Memorandum and accompanying Independent Expert Report for further details in relation to the proposed sale of properties to Anrose. The Independent Expert has concluded that the sale is fair and reasonable to Unitholders whose votes are not to be disregarded. The Directors unanimously recommend that you vote in favour of the resolution. Each of the Notice of Meeting, Explanatory Memorandum and accompanying Independent Expert's Report, and Target's Statement are important documents that require your careful attention. If you have any questions please feel free to contact our share registry, Link Market Services Limited on I look forward to either seeing you at the meeting or receiving your proxy vote in favour of the resolution. Yours sincerely Ray Schoer Chairman Rabinov Property Management Limited as responsible entity of the Rabinov Property Trust

2 RABINOV PROPERTY TRUST NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM INCLUDING INDEPENDENT EXPERT REPORT in respect of the meeting of Unitholders to be held on 31 May 2011 at 9.30 am at the offices of Baker & McKenzie at Level 19, 181 William Street, Melbourne, Victoria

3 NOTICE OF GENERAL MEETING RABINOV PROPERTY TRUST ARSN ("Trust") Notice is hereby given that a General Meeting of unitholders of Rabinov Property Trust will be held at the offices of Baker & McKenzie at Level 19, 181 William Street Melbourne on 31 May 2011 commencing at 9.30am. Resolution - Property Sale to Subordinated Debtholder To consider and, if thought fit, pass the following as an ordinary resolution: "That for the purposes of ASX Listing Rule 10.1 and for all other purposes, the unitholders of Rabinov Property Trust approve the sale of specified properties to the subordinated debtholder Anrose Nominees Pty Ltd as described in and on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting." By Order of the Board Tony Boothroyd Managing Director Rabinov Property Management Limited, as responsible entity of Rabinov Property Trust 21 April 2011 PROXY AND VOTING INSTRUCTIONS 1. A unitholder who is entitled to vote at the meeting may appoint one proxy if the unitholder is only entitled to one vote and one or two proxies if the unitholder is entitled to more than one vote. 2. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the unitholder s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise half of the votes in which case any fraction of votes will be disregarded. 3. The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) may be: Mailed to Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Faxed to Delivered by hand to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW The proxy form must be received by the unit registry not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote. 5. The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act 2001 (Cth). A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation s place of incorporation. 2

4 6. The proxy may, but need not, be a member of the Trust. 7. A proxy form is attached to this Notice of General Meeting. 8. In the absence of a Superior Proposal, the Chairman of the Meeting intends to vote all undirected proxies in favour of the Resolution. Corporate Representatives Any corporation that is a unitholder of the Trust may authorise (by a form of execution authorised by the laws of that corporation s place of incorporation, or in any other manner satisfactory to the Chairman) a natural person to act as its representative at any general meeting. The appointment of the representative must comply with the requirements under section 253B of the Corporations Act. The representative should bring to the meeting a properly executed letter or other document confirming its authority to act as the company s representative. Voting Entitlement The Board has determined that persons who are registered holders of units of the Trust as at 7:00pm on the day which is two days before the date of the meeting will be entitled to attend and vote at the meeting as a unitholder. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting. If more than one joint holder of units is present at the meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted. Voting exclusion statement The Trust will disregard any votes cast on the Resolution by or on behalf of Anrose Nominees Pty Ltd, Rabinov Holdings Pty Ltd, Sharon Investments Pty Ltd, Mrs Roseanne Amarant and any associate of those persons. This voting exclusion does not apply if: the vote is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or it is cast by the Chairman as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides. 3

5 EXPLANATORY MEMORANDUM This Explanatory Memorandum and the accompanying Independent Expert Report have been prepared to assist Unitholders in consideration of the resolution proposed for the General Meeting of the Trust to be held on 31 May 2011 at the offices of Baker & McKenzie at Level 19, 181 William Street, Melbourne commencing at 9.30am. This Explanatory Memorandum should be read in conjunction with the Notice of Meeting and the accompanying Independent Expert Report. RESOLUTION PROPERTY SALE TO SUBORDINATED DEBTHOLDER 1. Background 1.1 Recommended Growthpoint Takeover Bid On 13 April 2011, the Trust and Growthpoint entered into a Bid Implementation Agreement governing the proposed terms on which Growthpoint would make a scrip for scrip takeover offer to acquire all of the units in the Trust in consideration for the issue of Growthpoint Stapled Securities at a ratio of 0.48 Growthpoint Stapled Securities per unit in the Trust (Offer). A copy of the Bid Implementation Agreement can be obtained from the ASX website ( or the Trust's website ( In addition to the Offer, unitholders on the register of the Trust on the date which is seven business days after the earlier of the date on which (a) Growthpoint announces an intention to declare its Offer unconditional, and (b) the Offer is declared or becomes unconditional, will receive a special distribution of 2.3 cents per unit (Special Distribution). Growthpoint announced its intention to make the Takeover Bid for the Trust on 13 April The Offer and the Special Distribution equate to a combined implied value of approximately 95 cents per Unit using the last traded price of a Growthpoint Stapled Security on the ASX of $1.93 on 13 April Reason for the Property Transfers Growthpoint has determined that certain properties currently owned by the Trust (the Properties) do not fall within its investment criteria and its Takeover Bid is subject to a condition that they must be sold to Anrose, in full and final satisfaction of the principal amount of the debt owed by the Trust to Anrose. Please refer to the Bid Implementation Agreement for details of the other conditions of the Takeover Bid. 1.3 Debt owed by the Trust to Anrose Pursuant to the Loan Agreement between the Trust and Anrose, Anrose lent $18 million to the Trust on a subordinated basis, which amount is currently owed to Anrose. Pursuant to the Deed of Assignment of Debt between the Trust, Genox and Anrose, Anrose accepted the assignment from Genox of a further debt of $32.8 million owed by the Trust to Genox, conditional upon: unitholders passing a resolution approving the Property Transfers at the Meeting (this is the resolution that is referred to in the enclosed Notice of Meeting); Growthpoint publicly announcing that following completion of the Property Transfers, it will free the offers under the Takeover Bid from defeating conditions, or the offers under the Takeover Bid being declared or becoming unconditional; Growthpoint having a relevant interest in at least 80% of the units in the Trust. 4

6 If completion occurs under the Deed of Assignment of Debt, the principal sum owing by the Trust to Anrose will be $50.8 million, plus interest accrued calculated pursuant to the terms of the Loan Agreement which will be paid out separately. 1.4 Anrose Anrose is a company controlled by a substantial holder of units in the Trust, being Mrs Roseanne Amarant. The Major Unitholder has a relevant interest in approximately 83.41% of the units in the Trust, which are held through Rabinov Holdings Pty Ltd (64.45%) and Sharon Investments Pty Ltd (18.96%). 2. Terms of the Property Transfers 2.1 General terms of the Property Transfers The Trust and Anrose have entered into conditional property sale contracts on standard terms in respect of each of the Properties. Completion under each of the property sale contracts is conditional upon: unitholders passing a resolution approving the Property Transfers at the Meeting (this is the resolution that is referred to in the enclosed notice of meeting); Growthpoint publicly announcing that following completion of the Property Transfers, it will free the offers under the Takeover Bid from defeating conditions, or the offers under the Takeover Bid being declared or becoming unconditional; Growthpoint having a relevant interest in at least 80% of the units in the Trust; and completion under the Deed of Assignment of Debt having taken place. 2.2 Valuations and consideration The Trust book value of the Properties is $50.8 million and the sale price for them reflects this value. Valuations of each of the Properties except 10 Werribee St, North Rockhampton, Queensland (Werribee St Property) have been undertaken by Jones Lange LaSalle in March The total value ascribed to the Properties which were valued by Jones Lang LaSalle and the Werribee St Property which was valued by the directors of RPML is $1.5 million in aggregate below the Trust book value for such Properties. The deemed sale value of the Properties is the Trust book value, which exceeds the valuations conducted by Jones Lang LaSalle. The description of and sale price for each Property is as follows: Property Sale Value Grand Junction Road, Kilburn, South Australia 13,000, West Thebarton Road, Thebarton, South Australia 3,400, Werribee St, North Rockhampton, Queensland 1,100, Grieve Parade, Altona North, Victoria 4,700, Callandoon St, Goondiwindi, Queensland 5,000,000 Plant 2, 1735 Sydney Road, Campbellfield, Victoria 23,600,000 TOTAL $50,800,000 5

7 3. Use of funds The notional proceeds from the Property Transfers of $50.8 million will be applied to extinguish the principal amount of the subordinated debt owed by the Trust to Anrose under the Loan Agreement. Interest accrued under the Loan Agreement will be paid out separately, resulting in full and final satisfaction of all amounts outstanding under the Loan Agreement. 4. Independent Expert Report Enclosed is the Independent Expert Report prepared by PKF Corporate Advisory (East Coast) Pty Ltd in relation to the Property Transfers. The Independent Expert has concluded in its report that the Property Transfers are fair and reasonable to Eligible Unitholders. The Independent Expert also concluded in its report that there is no "net benefit" (as that term is used in the Takeovers Panel's Guidance Note 21) to Anrose, which is associated with Rabinov's Major Unitholder and any Associate of the Major Unitholder, arising as a result of the Property Transfers. 5. Unitholder approval Listing Rule 10.1 provides that the Trust must not dispose of a substantial asset to a related party, without the approval of Eligible Unitholders. Pursuant to listing Rule 10.2, an asset is a substantial asset if its value, or the value of the consideration for it is, or in ASX's opinion is, 5% or more of the equity interest of the Trust as set out in the latest accounts given to ASX under the Listing Rules. The value of the consideration payable by Anrose for the Properties is $50.8 million, which exceeds 5% of the equity interest of the Trust and accordingly the Properties are a substantial asset. Due to the relationships described in paragraph 1.4 above, Anrose is a related party of the Trust. Accordingly, the approval of Eligible Unitholders is required pursuant to ASX Listing Rule 10.1 in order to dispose of the Properties, being substantial assets of the Trust, to Anrose. If Eligible Unitholders approve the Property Transfers, completion of the Property Transfers shall occur two business days after the satisfaction of all of the conditions referred to in paragraph 2.1 above. If Eligible Unitholders do not approve the Property Transfers, a condition of the Takeover Bid will not be satisfied and Growthpoint will be entitled to withdraw the offers under the Takeover Bid, at its sole discretion. Additionally, pursuant to the Bid Implementation Agreement, a break fee of $700,000 will be payable by the Trust to Growthpoint if Eligible Unitholders do not approve the Property Transfers. If the conditions referred to in paragraph 2.1 above are not satisfied, or the approval of Eligible Unitholders is not granted, the Property Transfers will not proceed. 6. Directors' recommendation In the absence of a Superior Proposal, the directors of RPML unanimously recommend that Eligible Unitholders vote in favour of the resolution to approve the sale of the Properties to Anrose. The directors of RPML also recommend that, in the absence of a Superior Proposal, unitholders accept the offer made by Growthpoint under the Takeover Bid. In the absence of a Superior Proposal, the Chairman of the Meeting intends to vote all undirected proxies in favour of the Resolution. 6

8 DEFINITIONS Announcement means the announcement by Growthpoint of its intention to make the Takeover Bid on 13 April Anrose means Anrose Nominees Pty Ltd ACN Associate means has the meaning given in Division 2 of Part 1.2 of the Corporations Act as if section 12(1) of the Corporations Act included a reference to this document. Bid Implementation Agreement means the agreement entered into on 13 April 2011 between Growthpoint and RPML in its own capacity and as responsible entity for the Trust. Control has the meaning given in section 50AA of the Corporations Act. Deed of Assignment of Debt means the deed of assignment of debt dated 13 April 2011 between Genox, Anrose and the Trust. Eligible Unitholders means holders of units in the Trust whose votes are not to be disregarded pursuant to the voting exclusion statement in the Notice of Meeting accompanying this document. Genox means Genox Pty Ltd ACN Growthpoint means Growthpoint Properties Australia Limited ACN as responsible entity of Growthpoint Properties Australia Trust ARSN Growthpoint Stapled Securities means a share in Growthpoint Properties Australia Limited stapled to a unit in Growthpoint Properties Australia Trust. Independent Expert means PKF Corporate Advisory (East Coast) Pty Ltd. Independent Expert Report means the report prepared by the Independent Expert, which is attached as an Annexure to this Explanatory Memorandum. Loan Agreement means the loan agreement between the Trust and Anrose dated 15 September 2010, as amended by the Deed of Assignment of Debt. Major Unitholder means Mrs Roseanne Amarant, Rabinov Holdings Pty Limited, Sharon Investments Pty Limited and any entity Controlled by Mrs Amarant other than Rabinov Property Management Limited and the Trust. Properties means: Grand Junction Road, Kilburn, South Australia 5084 (Certificate of Title, Volume 5928, Folio 469); West Thebarton Road, Thebarton, South Australia 5031 (Certificate of Title, Volume 5227, Folios 307 and 446 and Volume 5365, Folio 208); 10 Werribee St, North Rockhampton, Queensland 4701 (Title Reference ); Grieve Parade, Altona North, Victoria 3025 (Certificate of Title, Volume 10217, Folio 289); Callandoon St, Goondiwindi, Queensland 4390 (Title Reference ); and Plant 2, 1735 Sydney Road, Campbellfield, Victoria (Certificate of Title Volume 10560, Folio 286). Property Transfers means the proposed transfer of the Properties from the Trust to Anrose. 7

9 RPML means Rabinov Property Management Limited ACN as responsible entity for the Trust. Superior Proposal has the meaning given in the Bid Implementation Agreement. Takeover Bid means the takeover bid by Growthpoint for the units in the Trust on the terms set out in the Bid Implementation Agreement and the Announcement. Trust means Rabinov Property Trust ARSN

10 Rabinov Property Trust ARSN Responsible Entity: Rabinov Property Management Limited ACN Level 6, 492 St. Kilda Road Melbourne VIC 3004 By mail: Rabinov Property Trust C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia LODGE YOUR VOTE By fax: All enquiries to: Telephone: Overseas: *X * X UnitHOLDER VOTING FORM I/We being a member(s) of Rabinov Property Trust and entitled to attend and vote hereby appoint: STEP 1 the Chairman of the Meeting (mark box) APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered unitholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the General Meeting of the Trust to be held at 9:30am on Tuesday, 31 May 2011, at the offices of Baker & McKenzie at Level 19, 181 William Street, Melbourne, Victoria and at any adjournment or postponement of the meeting. In the absence of a Superior Proposal, the Chairman of the Meeting intends to vote all undirected proxies in favour of the Resolution. Proxies will only be valid and accepted by the Trust if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X STEP 2 Resolution Property Sale to Subordinated Debtholder For Against Abstain* VOTING DIRECTIONS * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 SIGNATURE OF UNITHOLDERS THIS MUST BE COMPLETED Unitholder 1 (Individual) Joint Unitholder 2 (Individual) Joint Unitholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the unitholder. If a joint holding, either unitholder may sign. If signed by the unitholder s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company s constitution and the Corporations Act 2001 (Cth). RBV PRX101 *RBV PRX101*

11 HOW TO COMPLETE THIS PROXY FORM Your Name and Address This is your name and address as it appears on the Trust s unit register. If this information is incorrect, please make the correction on the form. Unitholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your units using this form. Appointment of a Proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a unitholder of the Trust. A proxy may be an individual or a body corporate. Votes on Items of Business Proxy Appointment You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your units will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of units you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Trust s unit registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of units applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together. Signing Instructions You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either unitholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. Corporate Representatives If a representative of the corporation is to attend the meeting the appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Trust s unit registry. Lodgement of a Proxy Form This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:30am on Sunday, 29 May 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy Forms may be lodged using the reply paid envelope or: by mail: Rabinov Property Trust C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia by fax: by hand: delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW If you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.

12 Rabinov Property Trust Independent Expert s Report in relation to the Sale of Six Properties to Anrose Nominees Pty Limited 21 April 2011

13 Financial Services Guide This Financial Services Guide is issued in relation to an independent expert s report ( IER ) prepared by PKF Corporate Advisory (East Coast) Pty Limited (ABN ) ( PKFCA ) at the request of the Directors ( Directors ) of Rabinov Property Trust ( RBV ) in relation to the proposed sale of six investment properties of RBV to Anrose Nominees Pty Limited ("Anrose"), a subordinated debtholder ("Permitted Property Sale Transaction"). This IER is intended to accompany the Notice of General Meeting and Explanatory Memorandum ("Documents") that are to be sent to unitholders of RBV by the Directors in relation to the Permitted Property Sale Transaction. Engagement PKFCA has been engaged by the Directors to prepare the IER expressing our opinion as to whether the Permitted Property Sale Transaction is "fair and reasonable" to holders of RBV units, other than Anrose and its associates, whose votes are not to be disregarded ("Non-associated Unitholders") in accordance with the Australian Securities Exchange ("ASX") Listing Rule ("LR") 10.1 and Chapter 2E of the Corporations Act 2001 (Cth); and whether it provides a "net benefit" to Anrose and Genox Pty Limited ("Genox") (collectively), who are associated with the Major Unitholder (as defined in the Bid Implementation Agreement("BIA")) and any Associate (as defined in the BIA) of the Major Unitholder, in accordance with the Takeovers Panel ("Panel") Guidance Note 21 ("GN 21"). Financial Services Guide PKFCA holds an Australian Financial Services Licence (License No: ) ( Licence ). As a result of our IER being provided to you PKFCA is required to issue to you, as a retail client, a Financial Services Guide ( FSG ). The FSG includes information on the use of general financial product advice and is issued so as to comply with our obligations as holder of an Australian Financial Services Licence. Financial services PKFCA is licensed to provide The Licence authorises PKFCA to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues, to carry on a financial services business to provide general financial product advice for securities and certain derivatives (limited to old law securities, options contracts and warrants) to retail and wholesale clients. PKFCA provides financial product advice by virtue of an engagement to issue the IER in connection with the issue of securities of another person. Our IER includes a description of the circumstances of our engagement and identifies the party who has engaged us. You have not engaged us directly but will be provided with a copy of our IER (as a retail client) because of your connection with the matters on which our IER has been issued. Our IER is provided on our own behalf as an Australian Financial Services Licensee authorised to provide the financial product advice contained in the IER. General financial product advice Our IER provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your particular personal circumstances or objectives (either financial or otherwise), your financial position or your needs. Some individuals may place a different emphasis on various aspects of potential investments. An individual s decision in relation to the Permitted Property Sale Transaction described in the Documents may be influenced by their particular circumstances and, therefore, individuals should seek independent advice. Benefits that PKFCA may receive PKFCA will receive a fee based on the time spent in the preparation of this Report in the amount of approximately $35,000 (plus GST and disbursements). PKFCA will not receive any fee contingent upon the outcome of the Permitted Property Sale Transaction, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the Permitted Property Sale Transaction. In addition, fees of the independent property valuer for their report have been paid by RBV and such fees are on the basis of the on the time spent in the preparation of the property valuation report. Rabinov Property Trust - Independent Expert s Report 2

14 Remuneration or other benefits received by our employees All our employees receive a salary. Employees may be eligible for bonuses based on overall productivity and contribution to the operation of PKFCA or related entities but any bonuses are not directly connected with any assignment and in particular are not directly related to the engagement for which our IER was provided. Referrals PKFCA does not pay commissions or provide any other benefits to any parties or person for referring customers to us in connection with the reports that PKFCA is licensed to provide. Associations and relationships PKFCA is the licensed corporate advisory arm of PKF (East Coast Practice), Chartered Accountants and Business Advisers. The directors of PKFCA may also be partners in PKF (East Coast Practice), Chartered Accountants and Business Advisers. PKF (East Coast Practice), Chartered Accountants and Business Advisers is comprised of a number of related entities that provide audit, accounting, tax and financial advisory services to a wide range of clients. PKFCA s contact details are as set out on our letterhead. PKFCA is unaware of any matter or circumstance that would preclude it from preparing this Report on the grounds of independence under regulatory or professional requirements. In particular, PKFCA has had regard to the provisions of applicable pronouncements and other guidance statements relating to professional independence issued by Australian professional accounting bodies and ASIC. Complaints resolution As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, PKF Corporate Advisory (East Coast) Pty Limited, Level 10, 1 Margaret Street, Sydney NSW On receipt of a written complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as practical. If we cannot reach a satisfactory resolution, you can raise your concerns with the Financial Ombudsman Service Limited ( FOS ). FOS is an independent body established to provide advice and assistance in helping resolve complaints relating to the financial services industry. PKFCA is a member of FOS. FOS may be contacted directly via the details set out below. Financial Ombudsman Service Limited GPO Box 3 Melbourne VIC 3001 Toll free: info@fos.org.au Rabinov Property Trust - Independent Expert s Report 3

15 21 April 2011 The Directors Rabinov Property Trust Level 6, 492 St Kilda Road Melbourne VIC 3004 Dear Directors INDEPENDENT EXPERT S REPORT IN RELATION TO THE SALE OF SIX PROPERTIES TO ANROSE NOMINEES PTY LIMITED 1. Introduction The directors ( Directors ) of Rabinov Property Trust ( RBV ) have requested PKF Corporate Advisory (East Coast) Pty Limited ( PKFCA ) to prepare an independent expert report ("IER"), setting out our opinion as to whether the Permitted Property Sale Transaction (as defined below) is "fair and reasonable" to holders of RBV units, other than Anrose Nominees Pty Limited ("Anrose") and its associates, whose votes are to be disregarded ("Non-associated Unitholders") in accordance with the Australian Securities Exchange ("ASX") Listing Rule ("LR") 10.1 and Chapter 2E of the Corporations Act 2001 (Cth) ("Act"); and whether it provides a "net benefit" to Anrose and Genox Pty Limited ("Genox") (collectively), who are associated with the Major Unitholder (as defined in the Bid Implementation Agreement ("BIA")) and any Associate (as defined in the BIA) of the Major Unitholder, in accordance with the Takeovers Panel ("Panel") Guidance Note 21 ("GN 21"). The Permitted Property Sale Transaction is an inter-conditional requirement of the transaction with Growthpoint Properties Australia Limited ("GPAL"), as described in paragraph 3.1 below. Any reference to unitholders in this IER means all unit holders of RBV, i.e. Non-associated Unitholders and other unitholders ("Unitholders"). 2. Background 2.1. Rabinov Property Trust Listed on the ASX (ASX: RBV), RBV is a diversified property investment vehicle which has a portfolio of office, industrial and retail properties located in four Australian states namely Victoria ("VIC"), South Australia ("SA"), Tasmania ("TAS") and Queensland ("QLD"). Rabinov Property Management Limited ("RPML") is the responsible entity ("RE") of RBV. The major unitholders of RBV own approximately 83.4% of the units of RBV through certain controlled entities, viz. Rabinov Holdings Pty Limited ("Rabinov Holdings") and Sharon Investments Pty Limited ("Sharon Investments"). The major unitholders of RBV are related entities of subordinated debtholders of RBV, viz. Anrose and Genox. We are advised that Anrose and Genox are associated for the purposes of the Permitted Property Sale Transaction. Tel: Fax: PKF Corporate Advisory (East Coast) Pty Limited Australian Financial Services Licence ABN Level 14, 140 William Street Melbourne Victoria 3000 Australia GPO Box 5099 Melbourne Victoria 3001 The PKF East Coast Practice is a member of the PKF International Limited network of legally independent member firms. The PKF East Coast Practice is also a member of the PKF Australia Limited national network of legally independent firms each trading as PKF. PKF East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice does not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.

16 2.2. Anrose Nominees Pty Limited Anrose is a privately owned entity, and is the trustee of the following two trusts: Moruya Trust; and Amar Trust. These trusts have investments in commercial properties and derive rental income from the commercial properties. These trusts do not undertake property development activities Genox Pty Limited Genox is a privately owned entity, and is the trustee of the St Kilda Trust, which derives rental income from its investment in commercial properties. This trust does not undertake property development activities Growthpoint Properties Australia GPAL is the RE of Growthpoint Properties Australia Trust ("GPAT"). GPAT and GPAL are stapled and listed on the ASX as Growthpoint Properties Australia (ASX: GOZ) ("GOZ"). GOZ is an Australian real estate investment trust ("A-REIT") that invests in properties in Australia, namely VIC, QLD, Western Australia ("WA"), SA and New South Wales ("NSW"). 3. Inter-conditional and Inter-dependent Transactions 3.1. The GOZ Offer, the Permitted Property Sale Transaction and the Cash Repayment Transaction On 13 April 2011, GPAL (in its capacity as the RE of GPAT) and RPML as RE of RBV jointly announced a proposal involving the following inter-conditional and inter-dependent transactions (collectively the "GOZ Offer"): the off-market takeover offer by GPAL (in its capacity as the RE of GPAT) for a 100% interest in RBV via a scrip for scrip offer; RBV has agreed that, prior to the GOZ Offer becoming unconditional or on the completion date ("Completion Date"), RBV will transfer six properties of RBV ("Excluded Properties") to Anrose pursuant to the terms of the permitted property sale contracts (for further details refer to the target's statement to be issued by the Directors in relation to the GOZ Offer ("Target's Statement") in consideration for the extinguishment of the entire amount of the subordinated debt owed by RBV to Anrose (being $50.8 million after debt assignment as part of debt restructuring as explained below) ("Anrose Facility") ("Permitted Property Sale Transaction"); and GPAL (in its capacity as the RE of GPAT) has agreed that, prior to the GOZ Offer becoming unconditional or on the Completion Date, it will, pursuant to the terms of the Subordinated Debt Deed dated 13 April 2011 ("Subordinated Debt Deed"), loan the sum of $8.2 million (plus an amount in respect of accrued interest) to RBV which RBV will use to repay Genox ("Cash Repayment"), and which Genox will accept as full and final settlement of, the entire amount of the subordinated debt owed to Genox ("Genox Facility") ("Cash Repayment Transaction"). The Permitted Property Sale Transaction and the Cash Repayment Transaction are collectively referred to as the Proposed Transactions ("Proposed Transactions") in this IER. The extinguishment of the Anrose Facility and the Genox Facility and payment by Anrose of stamp duty on the transfer of the Excluded Properties are collectively referred to as the "Consideration" in this IER. RPML and GPAL have entered into a BIA dated 13 April 2011 in relation to the GOZ Offer. Rabinov Property Trust - Independent Expert s Report 5

17 3.2. Debt Assignment Prior to the GOZ Offer becoming unconditional, a debt restructuring will be undertaken in accordance with the Deed of Assignment of Debt dated 13 April 2011 between RPML, Anrose and Genox ("Deed of Assignment of Debt"), pursuant to which Genox will assign and transfer a sum of $32.8 million from the Genox Facility to Anrose ("Debt Assignment"). For debt balances prior to and subsequent to each of the transactions, refer to Section Reports to Unitholders The Directors of RBV also have engaged PKFCA to prepare an independent expert report in relation to the GOZ Offer. This is a separate report that accompanies the Target's Statement. We recommend that Unitholders read both of the following documents as the transactions set out above are inter-conditional and inter-dependent: this IER in relation to the Permitted Property Sale Transaction; and a separate independent expert report in relation to the GOZ Offer which accompanies the Target's Statement. 5. Regulatory Requirements 5.1. ASX LR 10.1 The Permitted Property Sale Transaction is subject to LR 10.1 as: it relates to a transaction between an entity and a person in a position of influence, i.e. Anrose is a related party of RBV; and it involves a substantial asset, i.e. the total value of the Excluded Properties is greater than 5% of the value of the relevant total equity interests of RBV Takeover Panel GN 21 Takeover Panel GN 21 may apply to the Proposed Transactions as set out below. We note that GN 21 sets out the Panel's approach to collateral benefits, salient elements of which are set out below. The Panel starts from the idea that unacceptable circumstances will likely exist whenever a bidder provides a security holder something of value which it does not offer to other security holders. GN 21 articulates factors that the Panel will take into account, but is not exhaustive. For a benefit to be a collateral benefit it must have some connection to a control transaction, temporal or otherwise. The more connected to a control transaction that a benefit appears to be, the more likely it is that it will be regarded as offending the equality principle. The Panel will not accept the argument that, but for the benefit, there would have been no offer (or a lower offer) to all other security holders. The Panel takes the view that, prima facie a benefit offends the equality principle if it is a net benefit. A net benefit is assessed by reference to the commercial balance of advantages flowing to and from the security holder Chapter 2E of the Act The Proposed Transactions will constitute the giving of a financial benefit to related parties of RBV under Chapter 2E of the Act. This is due to the fact that Anrose and Genox are related parties of the major Unitholders of RBV, being Sharon Investments and Rabinov Holdings. The application of Chapter 2E of the Act does not depend upon a "net benefit" as referred to in GN 21 being given to a related party. Further, a financial benefit can be given to a related party for the purposes of the Act even if the adequate consideration is paid. Rabinov Property Trust - Independent Expert s Report 6

18 Under Chapter 2E of the Act, the giving of such a financial benefit requires approval by Non-associated Unitholders, unless each arrangement is on arm s length terms (or less favourable to the related party than arm s length terms) (refer section 208 and section 210 of the Act). 6. PKFCA Role PKFCA has been engaged to prepare an IER setting out our opinion as to whether: the Permitted Property Sale Transaction is fair and reasonable to Non-associated Unitholders under ASX's LR 10.1; the Proposed Transactions provide a "net benefit" to Anrose and Genox (collectively), based on Takeover Panel GN 21; and the giving of a financial benefit to related parties (i.e. to Anrose and Genox (collectively)) is on arm s length terms under Chapter 2E of the Act. 7. Summary of Conclusions 7.1. Overall Opinion ASX LR 10.1 In our opinion, the Permitted Property Sale Transaction is fair and reasonable to Non-associated Unitholders. In forming our opinion, we have considered the findings and conclusions arrived at, in particular: as Anrose and Genox are associates, we believe that it is relevant to consider not only the Permitted Property Sale Transaction in regard to Anrose, but also the Cash Repayment in regard to Genox. Adopting this approach places a higher hurdle on finding the Permitted Property Sale Transaction being fair and reasonable; in Section 7.2, the assessed fair market value of the Consideration is higher than the assessed fair market value of the Excluded Properties and the Cash Repayment; and in Section 7.3, we consider that the advantages of the Proposed Transactions outweigh any disadvantages Takeover Panel GN 21 In our opinion, the Proposed Transactions do not provide a "net benefit" to Anrose and Genox (collectively). In forming our opinion, we have considered the findings and conclusions arrived at, in particular: in Section 7.2, the assessed fair market value of the Consideration is higher than the assessed fair market value of the Excluded Properties and the Cash Repayment; and in Section 7.3, we consider that the advantages of the Proposed Transactions outweigh any disadvantages. We have concluded that there is no "net benefit" to Anrose and Genox (collectively), that are associated with the Major Unitholder (as defined in the BIA) and any Associate (as defined in the BIA) of the Major Unitholder, arising as a result of the Proposed Transactions. Rabinov Property Trust - Independent Expert s Report 7

19 Chapter 2E of the Act We conclude that the Proposed Transactions are "fair" in terms of RG111. Given that the Proposed Transactions are fair, we believe that the giving of the financial benefit to Anrose and Genox (collectively) is on arm s length terms, or on terms that are less beneficial to Anrose and Genox (collectively) than arm's length terms. Accordingly, in our opinion, the giving of such a financial benefit does not require approval by RBV Unitholders under Chapter 2E of the Act Assessment of fairness of the Proposed Transactions To assess fairness, we have compared our assessed fair market value of the Excluded Properties and Cash Repayment to our assessed fair market value of the Consideration to be given by Anrose and Genox, as set out below: Table 1: Fairness Assessment Ref ($'000s) Consideration (assessed fair market value of the Anrose Facility, Genox Facility and stamp duty to be paid by Anrose) Section 8.4 A 58,118 Assessed fair market value of: - Excluded Properties Section ,300 - Cash Repayment Section 6.2 8,200 Total assessed fair market value of the Excluded Properties and Cash Repayment B 57,500 Fairness Value of the Excluded Properties and Cash Repayment is less than the Consideration Conclusion No financial benefit to Anrose and Genox (collectively) A-B 618 Source: PKFCA analysis Based on the above analysis, we have assessed the fair market value of the Consideration (Anrose Facility and Genox Facility to be extinguished and stamp duty) to be $58.1 million, which is more than the assessed fair market value of the Excluded Properties and Cash Repayment to be received in return, of $57.5 million. As noted in Section 7.3, Section 7.4 and Section 8.3, we have not included the following in our assessment set out above: other transaction costs (to be included within the GOZ Offer); an illiquidity discount for accepting property as compared to cash settlement; and any potential land tax liabilities. We note that inclusion of these items will reduce the assessed fair market value of the Excluded Properties and/or increase the assessed fair market value of the Consideration, resulting in an improvement to the fairness assessment above. Based on the above, we conclude that the Permitted Property Sale Transaction and the Proposed Transactions are "fair", under RG Assessment of reasonableness of the Proposed Transactions RG 111 provides that, in the context of an offer for securities, an offer to acquire securities is considered to be "reasonable", if it is "fair". However, even if it is not "fair", it may be reasonable if there are sufficient reasons for the security holders to accept the proposal. Accordingly, applying that reasoning to the Rabinov Property Trust - Independent Expert s Report 8

20 present circumstances, as we have concluded that the Proposed Transactions are "fair", under RG 111, they are also "reasonable". In addition to the above, we have also considered various factors that we believe Non-associated Unitholders should consider when deciding whether or not to approve the Permitted Property Sale Transaction and a summary of our assessment of the various factors are set out below Advantages The GOZ Offer The BIA states the following as conditions of the GOZ Offer: "Before the end of the offer period (as defined in the BIA), the Resolution [approving the Permitted Property Sale] (as defined in the BIA) is duly passed by RBV Unitholders." "Before the end of the offer period (as defined by the BIA), RBV completes the sale of all of its interest in each Excluded Property in accordance with the terms of the Permitted Property Sale (as defined by the BIA)." Approving the Permitted Property Sale Transaction will enable RPML to satisfy the above BIA bid condition in relation to the GOZ Offer. If the GOZ Offer proceeds, Unitholders may benefit from advantages as set out in the independent expert report in relation to the GOZ Offer that is included in the Target's Statement, to which we recommend that Unitholders read in full. Reduced gearing Approving the Permitted Property Sale Transaction will enable a reduction in RBV's total debt. Assuming the Debt Assignment, Permitted Property Sale Transaction and Cash Repayment are all implemented, RBV's gearing level will reduce from 76.3% (as at 31 December 2010) to 67.1% (assuming all other assets and liabilities on the balance sheet are unchanged) as set out below: Table 2: Reduced Gearing 31 December 2010 Reviewed Subordinated Debt Deed Proposed Transactions Total Total interest bearing liabilities ($'000s) (book value) 182,725 8,200 (59,000) 131,925 Total assets ($'000s) (book value) 239,332 8,200 (50,880) 196,652 Debt ratio (%) % 67.1% Sources: Half-year Financial Report; PKFCA analysis Note 1: Debt ratio = Total interest bearing liabilities / Total assets Note 2: If the reductions in the property values arising from the revaluations in March 2011 were taken into account then the Debt ratio before the Proposed Transactions would be higher than indicated above and, because the reductions in the property values mainly affect the Excluded Properties, the Debt ratio after the Proposed Transactions would be lower than indicated above. A reduction in the debt ratio as set out above may result in reduced gearing risk. We note that the Proposed Transactions are subject to a number of conditions, including GPAL announcing that the GOZ Offer will be, or the GOZ Offer being, declared or becoming unconditional. The relevant debt ratio measure following successful completion of the GOZ Offer would be for the merged group (i.e. if the GOZ offer is accepted, a restructured RBV and GOZ will merge to form the "Merged Group"). Further details in relation to this are noted in the independent expert report in relation to the GOZ Offer that is included with the Target's Statement. Rabinov Property Trust - Independent Expert s Report 9