CEDAR WOODS PROPERTIES LIMITED — Director's Dealing 2009

May 10, 2009

PROPERTIES LIMITED

Level 4, 66 Kings Park Road, West Perth, WA 6005 PO Box 788 West Perth, WA 6872 T (08) 9480 1500 F (08) 9480 1599 www.cedarwoods.com.au email@cedarwoods.com.au ABN 47 009 259 081

8 May 2009

Elizabeth Harris Senior Advisor, Issuers (Perth) Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade, Perth WA 6000.

Dear Elizabeth,

Appendix 3Y - Change of Director's Interest Notice

I refer to your letter of 8 May 2009 and respond to the questions raised as follows:

• 1. The transaction noted in the Appendix 3Y relates to a single trade which occurred while the director was on overseas business. The director instructed the staff of his private company to advise Cedar Woods Properties Limited of the transaction but the instruction was misunderstood and the notification was not made. Once the oversight was discovered and the transaction confirmed, the notification was lodged immediately.
• 1. The company has in place a corporate governance manual which directors are required to comply with. This manual sets out the disclosure obligations of directors. All directors are well aware of their obligations and have always complied with their disclosure requirements in the past.
• 1. The company is satisfied that its current processes to ensure disclosure compliance are adequate.

Yours faithfully,

Preac

Paul Freedman Company Secretary

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ASX Market Supervision Pty Ltd ABN 98 008 624 691 Level 8 Exchange Plaza 2 The Esplanade Perth WA 6000

GPO Box D187 Perth WA 6840

Telephone 61 08 9224 0000 Facsimile 61 08 9221 2020 Internet http://www.asx.com.au

8 May 2009

Mr Paul Freedman Company Secretary Cedar Woods Properties Limited Level 1 Zurich House 66 Kings Park Road WEST PERTH WA 6005

By Facsimile: (08) 9480 1599

Dear Paul

Cedar Woods Properties Limited (the "Company")

Appendix 3Y - Change of Director's Interest Notice

We refer to the following;

• 1. The Appendix 3Y lodged by the Company with ASX Limited ("ASX") on 8 May 2009 for Robert Brown;
• 1. Listing rule 3.19A which requires an entity to tell ASX the following:
• The notifiable interests of a director of the entity (or in the case of a trust, a director of the 3.19A.1 responsible entity of the trust) at the following times.
  • On 1 January 2002
  • On the date that the entity is admitted to the official list.
  • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after 1 January 2002 or the entity's admission or a director's appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

CWP2009.05.08l-ch

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1. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listing rules 3.19A and 3.19B.

The Appendix 3Y indicates that a change in Mr Brown's notifiable interest occurred on 23 April 2009. It appears that the appendix should have been lodged with ASX by 30 April 2009. Consequently the Company may be in breach of listing rules 3,19A and/or 3,19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions:

• $1.$ Please explain why the Appendix was lodged late.
• $2.$ What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?
• $3₁$ If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by email at Elizabeth.Harris@ASX.com.au or by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements office.

A response is requested as soon as possible and in any event, not later than 4:00pm WST on Tuesday 12 May 2009.

Under listing rule 18.7A a copy of this query and your response will be released to the market, so your response should be in a suitable form for release and should separately address each of the questions asked.

If you have any queries or concerns please contact me immediately.

If you have any queries please let me know.

Yours sincerely.

Elizabeth Harris Senior Adviser, Issuers (Perth)

Direct Line: (08) 9224 0011

CWP2009.05.081-eh