CROMWELL PROPERTY GROUP — AGM Information 2009

Sep 16, 2009

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18 September 2009

«REG_ADDRESS_LINE_1» «REG_ADDRESS_LINE_2» «REG_ADDRESS_LINE_3» «REG_ADDRESS_LINE_4» «REG_ADDRESS_LINE_5»

Dear Securityholder,

RE: CROMWELL GROUP ANNUAL GENERAL MEETING

I am pleased to invite you to attend Cromwell Group’s 2009 Annual General Meeting.

Date: Wednesday 21 October 2009 Venue: Brisbane Regus Riverside, Level 5, Riverside Centre, 123 Eagle Street, Brisbane Time: 1.30pm

Please find enclosed:

• 2009 Annual Report and Annual Update which details the Group’s performance for the financial year ended 30 June 2009;

• Notice of Meeting detailing the business to be dealt with at the AGM; and

• Proxy Form for voting on items of business detailed in the Notice of Meeting.

• You can vote without attending the AGM by completing the Proxy Form. A reply paid envelope is enclosed for your convenience.

• If you choose to attend the AGM, please bring your Proxy Form with you.

• If you do not plan to attend the AGM, you are encouraged to either:

  • a) appoint a proxy to attend and vote on your behalf; or b) vote electronically at www.investorvote.com.au

• Instructions on how to complete your Proxy Form can be found on the reverse of the form.

On behalf of the Board, I would like to thank you for your continued support and we look forward to seeing you at the AGM.

Yours faithfully Cromwell Group

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Geoffrey H Levy, AO Chairman Enc.

Cromwell Corporation Limited ABN 44 001 056 980

Cromwell Property Securities Limited ABN 11 079 147 809 AFSL 238052 as responsible entity for Cromwell Diversified Property Trust ABN 30 074 537 051 ARSN 102 982 598 Level 19, 200 Mary Street, GPO Box 1093, Brisbane QLD 4001 Telephone 07 3225 7777 Facsimile 07 3225 7788 Email cromwell@cromwell.com.au Internet www.cromwell.com.au

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Cromwell Corporation Limited – Annual General Meeting Notice of Meeting

Notice is hereby given that the Annual General Meeting of Cromwell Corporation Limited will be held on: Date: Wednesday 21 October 2009 Time: 1.30pm Venue: Regus Riverside, Level 5, Riverside Centre, 123 Eagle Street, Brisbane QLD 4000

Additional information concerning the proposed resolutions is contained in the Explanatory Memorandum which forms part of this Notice of Meeting.

Cromwell Corporation Limited ABN 44 001 056 980 (“the Company”) forms part of the stapled security Cromwell Group (ASX: CMW), along with the Cromwell Diversified Property Trust ARSN 102 982 598 (“the Trust”).

There is no business for consideration by members of the Trust. However securityholders are reminded that the ordinary Shares in the Company and the Units in the Trust are stapled together under the respective Constitutions of the Company and the Trust. This means that all Shareholders of the Company are Unitholders in the Trust and each Securityholder has the same number of Units in the Trust as it holds ordinary Shares in the Company.

ORDINARY BUSINESS FOR THE COMPANY

The business to be considered at the annual general meeting is as follows:

1 FINANCIAL REPORTS

To receive and consider the financial reports of Cromwell Group and the reports of the Directors and Auditor for the year ended 30 June 2009.

2 REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That the Company’s Remuneration Report for the financial year ended 30 June 2009 be approved.”

Note that the vote on this item is advisory only and does not bind the Directors of the Company.

3 RE-ELECTION OF MR DAVID USASZ AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

”That Mr David Usasz, who retires by rotation in accordance with the Company’s Constitution and offers himself for re-election, is re-elected as a Director of the Company.”

4 RE-ELECTION OF MR RICHARD FOSTER AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

”That Mr Richard Foster, who retires by rotation in accordance with the Company’s Constitution and offers himself for re-election, is re-elected as a Director of the Company.”

OTHER BUSINESS

To consider any other business that may be brought forward in accordance with the Company Constitution and the Corporations Act 2001. By order of the Board of Cromwell Corporation Limited

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Nicole Riethmuller Company Secretary 21 September 2008

Shareholders should consider the attached Explanatory Memorandum before deciding how to vote in relation to the Resolutions.

CROMWELL GROUP Notice of Meeting 2009

1

NOTES

1 TERMINOLOGY

Terms which are defined in the Constitution of the Company have the same meaning when used in this Notice (including these notes and the Explanatory Memorandum) unless the context requires otherwise.

2 QUORUM

The Constitution of the Company provides that a quorum of Shareholders for a general meeting of the Company is Shareholders holding not less than 5% of the votes that may be cast at a general meeting. If the quorum is not present within 30 minutes after the time for commencement of the meeting, the meeting may be adjourned to the same time and place seven days after the meeting or to another day, time and place determined by the Directors. If, at that adjourned general meeting, a quorum is not present within 30 minutes after the time appointed the general meeting is automatically dissolved.

3 RESOLUTIONS

Each resolution will only be passed if more than 50% of the votes cast by Shareholders entitled to vote on the resolutions, and present at the meeting (in person or by proxy) are in favour of the resolutions.

4 VOTING

The Directors of the Company have determined that, for the purposes of the meeting, Shares will be taken to be held by the persons who are registered as Shareholders as at 7:00pm on 19 October 2009. Accordingly, transfers registered after this time will be disregarded in determining entitlements to vote at the meeting.

Voting on the resolutions will be conducted by way of a show of hands, unless a poll is demanded.

A poll may be demanded before a vote on a resolution is taken, before the voting results on a show of hands are declared or immediately after the voting results on a show of hands are declared. A poll may be demanded by at least five Shareholders present at the meeting and entitled to vote on the resolution, by Shareholders present with at least five per cent of the votes that may be cast on the resolution on a poll or by the Chairman.

On a show of hands, each Shareholder will have one vote. On a poll, every Shareholder has one vote for each fully paid Share held by the Shareholder. In the case of Shares held by joint holders, only the vote of the joint holder whose name appears first in the register will be counted.

5 CORPORATE REPRESENTATIVES AND POWERS OF ATTORNEY

Corporate representatives are required to bring an original or certified copy of their appointment as a representative to the meeting or provide it to the Company or the registry before the meeting. A form of the certificate of appointment may be obtained from the Cromwell Group’s Registrar. Attorneys are required to lodge the original or a certified copy of the power of attorney pursuant to which they were appointed at the address listed in the ‘Lodgement of Proxies and Queries’ section (including by fax) not later than 1.30pm on 19 October 2009. Proof of identity will be required to be presented at the meeting for corporate representatives and attorneys.

6 PROXIES

Each Shareholder has the right to appoint a proxy. If you do not plan to attend the meeting in person, you are encouraged to complete and return the proxy form which accompanies the Notice of Meeting or vote online at www.investorvote.com.au. If you are a subscriber to “Intermediary Online”, then you can vote online at www.intermediaryonline.com. A Shareholder who is entitled to attend and vote at the meetings may attend and vote by proxy.

A Shareholder who is entitled to cast two or more votes on a poll may appoint two proxies and may specify the proportion or number of votes each proxy is entitled to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you appoint two proxies to vote, neither proxy can vote on a show of hands if more than one proxy attends. On a poll, each proxy can only exercise votes in respect of those securities or voting rights the proxy represents.

A proxy need not be a Shareholder and may be either an individual or a body corporate. A Shareholder appointing a proxy may direct a proxy to vote “for”, to vote “against” or abstain from voting on each resolution, or may leave the decision to the proxy following discussion at the meeting. Please refer to the enclosed proxy form for instructions on completion and lodgement.

Your proxy may choose whether or not to vote on a show of hands at the meeting, but may not vote on a resolution on a show of hands if they have two or more appointments that specify different ways to vote on the resolution. If your proxy is not the Chairman, he or she may choose whether or not to vote on a poll. If he or she chooses to vote, whether on a show of hands or on a poll, he or she must do so as directed by you, unless you do not give any such direction to the proxy. If your proxy is the Chairman, he must vote on a poll and must do so as directed by you, unless you do not give any such direction.

If you appoint a proxy, you may still attend the meeting. Your proxy may speak and vote at the meeting whilst you are present. Accordingly, you will be asked to revoke your proxy if you register at the meeting.

Please note that proxy forms (and, if they are executed pursuant to a power of attorney, a certified copy or the original power of attorney) must be lodged online or received at the address in the ‘Lodgement of Proxies and Queries’ section (including by fax) not later than 1:30pm on 19 October 2009.

2 CROMWELL GROUP Notice of Meeting 2009

7 HOW THE CHAIRMAN WILL VOTE UNDIRECTED PROXIES

The Chairman intends to vote undirected proxies in favour of all of the resolutions. Cromwell encourages all Shareholders who submit proxies to direct their proxy how to vote on each resolution.

8 LODGEMENT OF PROXIES AND QUERIES

Proxy forms and authorities should be sent to the Registrar of the Company at the address specified on the enclosed reply paid envelope or to the address specified below:

Address: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001

Facsimile: 1800 783 447 (within Australia) and +61 3 9473 2555 (outside Australia)

Online: www.investorvote.com.au

www.intermediaryonline.com (for custodian subscribers only)

Shareholders should contact the Registrar of the Company at the above address or telephone number 1300 550 841 (toll free within Australia) or +61 3 9415 4310 (from outside Australia) with any queries.

EXPLANATORY MEMORANDUM – ORDINARY BUSINESS FOR THE COMPANY

1 FINANCIAL REPORTS

The financial reports of Cromwell Group (comprising the Company and the Trust and their controlled entities) and the reports of the Directors and Auditor for the year ended 30 June 2009 are set out in the Annual Report which will be sent before the meeting to those Securityholders who have elected to receive one. A copy of the Annual Report is also available on the Cromwell Group website (www.cromwell.com.au).

In accordance with the Corporations Act 2001, Shareholders entitled to cast their vote at the Annual General Meeting may submit written questions to the Auditor relevant to the Auditor’s Report or the conduct of the audit of the financial report of the Cromwell Group. A Shareholder wishing to submit a question to the Auditor should forward it to the Company Secretary at the following address by no later than midnight on Wednesday 14 October 2009.

Address: Cromwell Group Level 19 200 Mary Street BRISBANE QLD 4000

Facsimile: (07) 3225 7788

A list of questions submitted to the Auditor will be made available to Shareholders attending the meeting at or before the start of the meeting.

2 REMUNERATION REPORT

Shareholders will be given the opportunity to comment on and ask questions about the Remuneration Report which is included in the Cromwell Group 2009 Annual Report.

In considering the report, Shareholders should note that the directors of Cromwell Corporation Limited are the same as those of Cromwell Property Securities Limited, the responsible entity of the Trust.

The vote on this item is advisory only and will not bind the Directors of the Company. However, the Board will consider the outcome of the vote when reviewing its remuneration policy and make appropriate representations to the Cromwell Group.

The Board recommends that Shareholders vote in favour of this non-binding ordinary resolution.

3 RE-ELECTION OF DIRECTORS OF THE COMPANY

Mr Usasz was appointed as a director in April 2007. Mr Usasz has 20 years experience as partner with PricewaterhouseCoopers and has been involved in merger and acquisition advice, accounting and financial consultancy, specialising in corporate re-organisations. He holds a Bachelor of Commerce and is a Fellow of the Institute of Chartered Accountants. Mr Usasz is Chairman of Cromwell’s Audit & Risk Committee and a member of Cromwell’s Nomination & Remuneration Committee.

Mr Foster was appointed as a director July 2005. Mr Foster is a licensed real estate agent with substantial experience in the real property industry specialising in large-scale property acquisition for most of his professional life. He has also been closely involved with the acquisition and marketing of direct property investments valued in excess of $1.2 billion. He has had substantial input to the growth and development of the business and the Group’s investment products.

The Board considers that Mr Usasz and Mr Foster add significant value to the Company. They thoroughly understand the Group’s businesses and processes. Mr Usasz and Mr Foster have extensive business experience and bring a wide range of skills to the Board of Cromwell Group.

Accordingly, the Board recommends that Shareholders vote in favour of the resolutions for the re-election of Mr Usasz and Mr Foster.

CROMWELL GROUP Notice of Meeting 2009

3

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 CMW MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 550 841 (outside Australia) +61 3 9415 4310

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

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Your secure access information is: Cast your proxy vote Control Number: 183915 Access the annual report SRN/HIN: I9999999999 PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

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For your vote to be effective it must be received by 1.30pm (AEST) Monday 19 October 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Cromwell Group hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Cromwell Corporation Limited to be held at Regus Riverside, Level 5 Riverside Centre, 123 Eagle Street, Brisbane QLD 4000 on Wednesday 21 October 2009 at 1.30pm and at any adjournment of that meeting.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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ORDINARY BUSINESS

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• 2 That the Company’s Remuneration Report for the financial year ended 30 June 2009 be approved.

• 3 That Mr David Usasz, who retires by rotation in accordance with the Company’s Constitution and offers himself for re-election, is re-elected as a Director of the Company.

• 4 That Mr Richard Foster, who retires by rotation in accordance with the Company’s Constitution and offers himself for re-election, is re-elected as a Director of the Company.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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