CROMWELL PROPERTY GROUP — AGM Information 2013

Nov 19, 2013

Cromwell Property Group – 2013 Annual General Meeting

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Annual General Meetin
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Important Information & Disclaimer

This presentation including its appendices (“Presentation”) is advice as they deem necessary or consider appropriate for dated 20 November 2013 and has been prepared by the their particular jurisdiction. Cromwell Property Group, which comprises Cromwell Cromwell Property Group does not guarantee any particular Corporation Limited (ACN 001 056 980) and Cromwell Property Securities Limited (ACN 079 147 809; AFSL 238052) rate of return or the performance of Cromwell Property Group nor do they guarantee the repayment of capital from Cromwell as responsible entity of the Cromwell Diversified Property Trust (ARSN 102 982 598). Units in the Cromwell Diversified Property Group or any particular tax treatment. Past Property Trust are stapled to shares in Cromwell Corporation performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as Limited. The stapled securities are listed on the ASX (ASX (and is not) an indication of future performance. Actual results Code: CMW).

Cromwell Property Group does not guarantee any particular Corporation Limited (ACN 001 056 980) and Cromwell Property Securities Limited (ACN 079 147 809; AFSL 238052) rate of return or the performance of Cromwell Property Group nor do they guarantee the repayment of capital from Cromwell as responsible entity of the Cromwell Diversified Property Trust (ARSN 102 982 598). Units in the Cromwell Diversified Property Group or any particular tax treatment. Past Property Trust are stapled to shares in Cromwell Corporation performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as Limited. The stapled securities are listed on the ASX (ASX (and is not) an indication of future performance. Actual results Code: CMW). could differ materially from those referred to in this This Presentation contains summary information about Presentation. Cromwell Property Group as at 30 June 2013. Statutory This Presentation contains certain “forward looking” financial information has been reviewed by Cromwell Property statements. Forward looking statements, opinions and Group’s auditors. Operating financial information has not been subjected to audit review. All financial information is in estimates are based on assumptions and contingencies which are subject to change without notice. Forward-looking Australian dollars and all statistics are as at 30 June 2013 unless otherwise stated . Any gearing and interest cover ratios statements including projections, indications or guidance on future earnings or financial position and estimates are for Cromwell Property Group included in the Presentation have been calculated in accordance with the formulas stated. These provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. measures are not measures of, or defined terms of, financial performance, liquidity or value under AIFRS or US GAAP. There can be no assurance that actual outcomes will not differ Moreover, certain of these measures may not be comparable materially from these statements. To the fullest extent to similarly titled measures of other companies. permitted by law, Cromwell Property Group and its directors,

There can be no assurance that actual outcomes will not differ materially from these statements. To the fullest extent permitted by law, Cromwell Property Group and its directors, officers , employees , advisers , agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

The information in this Presentation is subject to change without notice and does not purport to be complete or comprehensive. It does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with Cromwell Property Group’s other periodic and continuous disclosure announcements lodged with the Australian S ecur t es i i E xc h ange, w hi c h are ava il a bl e at www.asx.com.au.

The information in this Presentation has been obtained from or based on sources believed by Cromwell Property Group to be reliable. To the maximum extent permitted by law, Cromwell Property Group, their officers, employee, agents and advisors do not make any warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Presentation and disclaim all responsibility and liability for the information (including, without limitation, liability for negligence).

The information in this Presentation does not take into account your individual objectives, financial situation or needs. Before making an investment decision, investors should consider, with or without a financial or taxation adviser, the relevant information (including the information in this Presentation) having regard to their own objectives, financial situation and needs. Investors should also seek such financial, legal or tax

Cromwell Corporation Limited is not licensed to provide financial product advice in respect of Cromwell Property Group

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securities. To the extent that general financial product advice in respect of Cromwell Property Group stapled securities is provided in this Presentation, it is provided by Cromwell Property Securities Limited. Cromwell Property Securities Limited and its related bodies corporate, and their associates, will not receive any remuneration or benefits in connection with that advice. Directors and employees of Cromwell Property Securities Limited do not receive specific payments of commissions for the authorised services provided under its Australian Financial Services Licence. They do receive salaries and may also be entitled to receive bonuses, depending upon performance. Cromwell Property Securities Limited is a wholly owned subsidiary of Cromwell Corporation Limited. Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333 214 (CFM) is the responsible entity of the managed funds mentioned in this presentation . Before making any investment decision in relation to managed funds it is important that you read the PDS. Each PDS is issued by CFM and, if the fund is open to new investment, is available from www.cromwell.com.au or by calling Cromwell on 1300 276 693. Applications for units can only be made on an application form from a current PDS. Some managed funds are closed to new investments .

This Presentation is for information purposes only. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any ‘US person’ (as defined in Regulation S under the US Securities Act of 1933, as amended (“Securities Act”) (“US Person”)). Cromwell Property Group stapled securities h ave not b een, an d w ill not b e, reg stere i d un d er t h e S ecur t es i i Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US Person without being so registered or pursuant to an exemption from registration.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS.

Cromwell Property Group – 2013 Annual General Meeting

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Meeting Agenda

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• Open

• Chairman’s Address

• CEO’s Address

• Business for the Company

• Business for the Trust

• Business for Cromwell Property Group

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Cromwell Property Group – 2013 Annual General Meeting

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Voting Cards

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Y e ll ow car d Bl ue car d White card Voting card Non-voting attendee card Visitor card

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Cromwell Property Group – 2013 Annual General Meeting

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Directors

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Geoff Levy, AO Chairman

Paul Weightman Executive Director & CEO

Daryl Wilson Executive Director & CFO

Richard Foster Robert Pullar Non-Executive Non- Executive Director Director

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David Usasz Non-Executive Director

Michelle McKellar Non-Executive Director

Marc Wainer Michael Watters Non- Executive Non- Executive Director Director

Cromwell Property Group – 2013 Annual General Meeting

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Chairman's Address Mr Geoffrey H. Levy AO

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Cromwell Property Group – 2013 Annual General Meeting

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Year in Review

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• Successfully completed two fundraisings – Cromwell Ipswich City Heart Trust and Cromwell Box Hill Trust

• Strong inflows for Cromwell Phoenix Property Securities Fund

• Funds management business raised over $250m in FY2013

• Three new funds in market since 30 June 2013. Demand expected to be high.

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Cromwell Property Group – 2013 Annual General Meeting

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Year in Review

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• Acquired NSW Government portfolio for $405m

• 4 Sydney CBD office assets

• 3 regional NSW office assets

• Acquired Health & Forestry Houses for $65m

Acquisition – NSW Government Portfolio

• Acquisitions funded in part by two successful capital raisings

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Acquisition – Health & Forestry House, QLD

Station Street, Farrer Place, Bligh St, Bull St, Crown St, Penrith Queanbeyan Sydney Newcastle Woolongong

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207 Kent Street

McKell Building

Cromwell Property Group – 2013 Annual General Meeting

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Year in Review

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• S&P / ASX 300 Index – inclusion in March 2013

• S&P / ASX 200 Index – inclusion in September 2013

• CMW market capitalisation exceeded $1.67 billion

• 105[th] largest company by market cap on the ASX

• Increase in security price from $0.67 in June 2012 to $0.975 over FY13

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• Distributions paid were 7.25 cents per security (3.6% growth)

CMW Share Price – FY13

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Cents
110.00
100.00
90.00
80.00
70.00
60.00
2‐Jul‐12 2‐Aug‐12 2‐Sep‐12 2‐Oct‐12 2‐Nov‐12 2‐Dec‐12 2‐Jan‐13 2‐Feb‐13 2‐Mar‐13 2‐Apr‐13 2‐May‐13 2‐Jun‐13
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Cromwell Property Group – 2013 Annual General Meeting

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CEO's Address Mr Paul Weightman

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Cromwell Property Group – 2013 Annual General Meeting

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Record Operating Profit

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• Statutory profit of $46.2m

 Operating profit increased by 28% to a record $102.4m (7.6 cps) vs. guidance of 7.5 cps

• Derived 95% from property portfolio

• Increase in like for like property income of 2.8% over FY12

• Average all up interest cost of 6.4% in FY13, down from 6.9% in FY12

• Funds management contribution increased from 0.2m to 5.8m $ $

 Distributions per security increased by 3.6% to 7.25 cps

	FY13 FY12 Change
	St t t fit ($'000) 46 156 23 077 100% a u ory pro , , Statutory profit (cents per security) 3.44 2.16 59% Property Investment 97,172 80,425 21% Funds Management 5,754 223 2,480%
	Development (515) (638) 19% Operating profit ($'000) 102,411 80,010 28% Operating profit (cents per security) 7.63 7.48 2% Ditibti $'000 97 4481 75 019 30%
	sruons () , , Distributions (cents per security) 7.25 7.0 4% Payout Ratio (%) 95% 93% 2%

1) Excludes $4.2m of distributions above pro rata entitlement attributable to equity raisings

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Si nificant Funds Mana ement Inflows g g

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 Unlisted Property Trusts

• Ipswich City Heart Trust closed early and oversubscribed in October 2012 having raised $52.5m

• Box Hill Trust closed early and oversubscribed in April 2013 having raised $63.1m

• Si g nificant inflows from direct retail investors

• Interest from large dealer groups is increasing

 Property Securities (Phoenix Portfolios)

• Increase in FUM to over $400m

• Demand growing from large dealer groups for retail product due to strong performance

• New Funds Launched since June 2013

• Direct Property Fund launched August 2013

• Australian Property Fund launched September 2013

• Property Trust 12 launched October 2013

Assets Under Management ($m)

Unlisted fund raisings

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$4,000 M
$3,500 M FY13 FY12
Property Securities
Unlisted Property Trusts $97m $19m
$3,000 M External Direct
Property Securities $161m $42m
$2,500 M Internal Total $258m $61m
$2,000 M
$1,500 M
$1,000 M
$500 M
$ M 1
Jun‐01 Jun‐03 Jun‐05 Jun‐07 Jun‐09 Jun‐11 Jun‐13 Jun 13 Pro
1) Assumes completion of property currently under construction
Forma
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Cromwell Property Group – 2013 Annual General Meeting

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Property Portfolio Remains Robust

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Geographic Sector Tenant
Diversification [1] Diversification [1] Classification [1]
1% 1% 4%
3%
19% 18% ACT 17% Listed
NSW Company/Subsidiary
Commercial
QLD 37%
Retail Government Authority
VIC
Industrial
TAS
Private Company
28% 33% SA
46%
93%
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	% of Gross
Top 5 Tenants1	Income	Cumulative %	Credit Rating3
Federal Government	25%	25%	AAA
NSW State Government	11%	36%	AAA
QLD State Government Qantas	10% 7%	46% 53%	AA+ BBB-
O i i E r g n nergy	6%	59%	BBB
TOTAL	59%

• Very strong tenant profile

  • Government[2 ] contributes 46% of income

  • Top 5 tenants account for 59% of income

• Continued high exposure to office sector

• Balanced allocation to Brisbane, S y dne y , Melbourne, Canberra

• 1) By gross income

• 2 ) Includes Government owned and funded entities

• 3) S&P Ratings as at August 12, 2013

Cromwell Property Group – 2013 Annual General Meeting

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Lease Expiry Profile

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• WALE of 6.1yrs

Lease Expiry Profile % Gross Income

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 Occ u panc y of 96 . 1% 45%
 Expiry profile cushioned against current soft conditions 40%
 Average of only 5.9% lease expiry FY14 – FY15
35%
 Div e r s ifi ed e x posu r e to N S W , Q LD , VI C & S A
 Minimal near term expiries in ACT 30%
25%
42 8%.
20%
Next review type
15%
100%
16% 17% 15% 24.8%
80% 6% 10%
16.8%
18% 23% 29%
No Review
60% 5%
9% MKT 1 7.3%
13% 3.9% 4.4%
40% 2
CPI 0%
60%
51% FXD VacantVacant 2014FY14 2015FY15 2016FY16 2017FY17 ThereafterThereafter
20% 43%
0%
FY14 FY15 FY16 NSW: 23% NSW: 59% NSW: 27% NSW: 26% NSW: 8%
QLD: 37% QLD: 39% QLD: 24% QLD: 49% QLD: 20%
VIC: 0% VIC: 1% VIC: 49% VIC: 0% VIC: 24%
1) Includes vacancy and expiring leases ACT : 0% ACT : 1% ACT : 0% ACT : 25% ACT : 48%
2) Includes CPI reviews with a fixed minimum amount SA: 40% SA: 0% SA: 0% SA: 0% SA: 0%
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NSW Portfolio Purchased on Attractive Yield

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• 7 assets purchased from NSW State Government for $405m

• Combination of three Sydney CBD assets and four regional NSW assets

• WALE of assets is 9.4 years

• Significant potential for valuation uplift given portfolio WACR of 8.37%

		Sydney	Govt
	Value	CBD %	Income	WALE	WACR
NSW Portfolio	$405m	78%	63%	9.4	8.37%
Balance of Cromwell Office Portfolio	$1,827m	0%	35%	5.5	8.45%

• Kent Street showing positive signs

• Attractive valuation metrics compared to recent deal on 201 Kent Street

• Proximity to Barangaroo is increasing tenant interest

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207 Kent Street

McKell Building

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Station Street, Farrer Place, Bligh St, Bull St, Crown St, Penrith Queanbeyan Sydney Newcastle Woolongong

• AWM lease renewed over 2,508m[2] for 5 years since balance date

Cromwell Property Group – 2013 Annual General Meeting

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Brisbane Acquisition Provides Multiple Options

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• Opportunistic acquisition

• Demonstrates ability to act quickly and benefit of strong cash position on balance sheet

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• Two identical towers located between Golden Triangle (Financial Precinct) and Government Precinct

• Multiple opportunities at lease expiry including:

  • Development to new office site

• Approximately 20% yield on purchase price until July 2015, then 9% until November 2017

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• Conversion to hotel

• Conversion to residential

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Financial Precinct
Uptown Precinct
Main Retail Precinct
Government Precinct
Parklands
Acquisition Location
H ea l t h H ouse ( Ar t i sts im p r ess i o n o f pote n t i a l r e f u r b i s hm e n t)
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Equity Issued has added Significant Value

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• $761.4m of equity issued since July 2009

• Average issue price of $0.82 vs. average NTA of $0.71[1]

• Assets acquired have generated significant returns after acquisition costs

• W e i g ht ed a v e r age IRR[2] o f 1 5 .1 % p r e acqu i s iti o n costs and 11.8% post acquisition costs

• Equity returns have been substantially higher, given current low cost of debt

• Recent acquisitions are expected to deliver similarly strong returns

• Capital has also been deployed to successfully expand retail funds management business and reduce gearing

• Compares favourably to IPD CBD office average of 10.1%[3] total annualised return over past 3 years

	Asset Cost Acquisition Date Pre Acquisition Cost IRR2 Post Acquisition Cost IRR2 321 Exhibition Street $90m July 2010 14.0% 12.6%
	Qantas Global Headquarters $143m August 2010 16.5% 14.4% HQ North Tower $186m December 2011 13.8% 9.6% Bundall Corporate Centre $63m January 2012 17.0% 11.7%
	Heath & Forestry House $65m May 2013 N/A N/A NSW Portfolio $405m June 2013 N/A N/A

• 1 ) Avera g e NTA from June 30 2009 to June 30 2013

• 2) Property Internal Rate of Return 3) Source: IPD Research

Cromwell Property Group – 2013 Annual General Meeting

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Consistent Strate and Out erformance gy p

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 Objective to provide defensive, superior risk adjusted Cromwell Performance June 2013 (Annualised Total Securityholder Return) [1]
returns from commercial properties we own and manage 60% 54.4%
in Australia
50% Cromwell
Property Group
 Quality office assets in predominantly CBD / core fringe 40% 35.4%
markets 30.5% 32.7% S&P ASX 300 A‐
30% 24.0% 22.9% REIT
 Assets which o ff er the potential or superior returns f Accumulation
through active management 20% 13.4%9.5% 16.4% 16.1% IndexExcess Returns
10%
 Manage our business through property market cycles, 0.3% 2.7%
adjusting key investment activities ahead of changing 0%
conditions to maximise returns and minimise risk 1 Year 3 Years 5 Years 10 Years
 Maintain disciplined acquisition and divestment criteria
Direct Property Returns (to 31 March 2013 Annualised)
 Additional earnings growth through leveraging existing 14%
11.7%
management platform and expansion of funds 12% 11.2%
management business 9.6% 9.8% 9.7%
10% 9.0%
Cromwell Property
7.7%
8% Group
6% 5 . 2% IPD Australian All Fund
Universe
4%
2.5%
2% 1.9% 1.5% Excess Returns
0.6%
0%
1 Years 3 Years 5 Years 10 Years
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1) Includes distributions 2) 10 year CMW return includes period prior to stapling in December 2006

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Voting Cards

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Y e ll ow car d Bl ue car d White card Voting card Non-voting attendee card Visitor card

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Items of Business for the Company

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Item 1

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Consideration of the Financial, Directors’ and Auditor’s Reports

– This is not the subject of a formal resolution and no proxies apply

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Cromwell Property Group – 2013 Annual General Meeting

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Item 2

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Re-election of Mr Daryl Wilson as a Director

“Th a t M r ary D l Wil son, w h o re ti res y ro a b t ti on n accor i d ance w ith th e ompany s ons C ’ C tit u ti on an d o ff ers mse hi lf for re-election, is re-elected as a Director of the Company.”

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% of proxies
Number
received
For 979,466,619 95.80
Open 14 , 120 , 358 1 . 38
Against 28,862,316 2.82
Abstain 4,158,500
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Item 3

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Re-election of Mr Marc Wainer as a Director ”Th a t M r arc a ner, w M W i h o re ti res y ro a b t ti on n accor i d ance w ith th e ompany s ons C ’ C tit u ti on an d o ff ers mse hi lf for re-election, is re-elected as a Director of the Company.”

		Number	% of proxies received
	For	847,078,896	82.73
	Open	14,120,358	1.38
	Against	162,700,460	15.89
	Abstain	2,792,187

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Item 4

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Re-election of Ms Michelle McKellar as a Director

“Th a t M s Mi c h e ll e c M K e ll ar, w h o re ti res y ro a b t ti on n accor i d ance w ith th e ompany s ons C ’ C tit u ti on an d o ff ers herself for re-election, is re-elected as a Director of the Company.”

		Number	% of proxies received
	For	948,237,418	92.66
	Open	14,120,358	1.38
	Against	60,951,738	5.96
	Abstain	3,382,387

Cromwell Property Group – 2013 Annual General Meeting

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Item 5

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Remuneration Report “Th a t th e ompany s emunera C ’ R ti on epor R t f or e nanc a year en th fi i l d e d 30 J une 2013 i s a d op e t d . ”

		Number	% of proxies received
	For	514,578,194	96.06
	Open	12,873,685	2.40
	Against	8,257,569	1.54
	Abstain	242,574,791

Cromwell Property Group – 2013 Annual General Meeting

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Item 6

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Constitution of the Company

“Th a t th e cons tit u ti on o f C romwe ll C orpora ti on m Li it e d i s amen d e d i n e manner se ou th t t i n ar P t 1 o f A nnexure A to this Notice of Meeting.”

		Number	% of proxies received
	For	1,004,735,408	98.20
	Open	14,385,803	1.41
	Against	4,046,416	0.40
	Abstain	3,524,274

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Items of Business for the Trust

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Cromwell Property Group – 2013 Annual General Meeting

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Item 7

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Constitution of the Trust

“Th a t th e cons tit u ti on o f C romwe ll Di vers ifi e d P roper y rus t T t i s amen d e d i n accor d ance w ith th e prov s ons o i i f th e 'Supplemental Deed' tabled at the meeting and signed by the Chairman of the meeting for the purpose of identification, and that Cromwell Property Securities Limited is authorised to execute the Supplemental Deed and lod e it with the Australian Securities and Investments Commission.” g % of proxies Number received For 1,007,221,448 98.42 Open 14,570,041 1.42 Against 1,548,181 0.15 Abstain 3,3352,231

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Items of Business for the Group

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Cromwell Property Group – 2013 Annual General Meeting

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Item 8

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Cromwell Property Group Performance Rights Plan

“Th a t th e romwe C ll P roper y roup er ormance g t G P f Ri ht s an, e erms o w Pl th t f hi c h are summar se i d i n e th Explanatory Memorandum that accompanies and forms part of this Notice of Meeting, and the issue of securities under that plan, be approved for all purposes, including for the purpose of ASX Listing Rule 7.2 Exception 9 (as an exce p tion to ASX Listin g Rule 7.1 ) .”

		By Number	% of proxies received
	For	745,158,025	74.50
	Open	14,279,204	1.43
	Against	240,749,823	24.07
	Abstain	8261149
		,,

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Item 9

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Cromwell Property Group Employee Security Loan Plan

“Th a t th e romwe C ll P roper y roup er ormance g t G P f Ri ht s an, e erms o w Pl th t f hi c h are summar se i d i n e th Explanatory Memorandum that accompanies and forms part of this Notice of Meeting, and the issue of securities under that plan, be approved for all purposes, including for the purpose of ASX Listing Rule 7.2 Exception 9 (as an exce p tion to ASX Listin g Rule 7.1 ) .”

		By Number	% of proxies received
	For	806,891,400	80.67
	Open	14,341,886	1.43
	Against	178,969,550	17.89
	Abstain	8245365
		,,

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Item 10

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Grant of performance rights and stapled securities to Chief Executive Officer

“Th a approva t l i s g ven or a i f ll purposes, nc u i l di ng or e purposes o f th f ASX Li s ti ng u e R l 10 . 14 , o e acqu s t th i iti on y r b M Paul Weightman (Chief Executive Officer) of:

• I. performance rights under the Cromwell Property Group Performance Rights Plan;

• II. Cromwell Property Group stapled securities on the vesting of some or all of those performance rights; and

• III. Cromwell Property Group stapled securities under the Cromwell Property Group Employee Security Loan Plan,

on the terms of those plans and as otherwise set out in the Explanatory Memorandum that accompanies and forms part of this Notice of Meeting.”

		By Number	% of proxies received
	For	744,954,487	74.49
	Open	14,220,400	1.42
	Against	240,880,654	24.09
	Abstain	8,392,660

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Item 11

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Grant of performance rights and stapled securities to Finance Director

“Th a approva t l i s g ven or a i f ll purposes, nc u i l di ng or e purposes o f th f ASX Li s ti ng u e R l 10 . 14 , o e acqu s t th i iti on y r b M Daryl Wilson (Finance Director) of:

• I. performance rights under the Cromwell Property Group Performance Rights Plan;

• II. Cromwell Property Group stapled securities on the vesting of some or all of those performance rights; and III. Cromwell Property Group stapled securities under the Cromwell Property Group Employee Security Loan Plan,

on the terms of those plans and as otherwise summarised in the Explanatory Memorandum that accompanies and forms part of this Notice of Meeting.

			% of proxies
		By Number	received
	For	744,950,571	74.49
	O pen	14 221 900 , ,	1 42 .
	Against	240,946,357	24.09
	Abstain	8 329 373 , ,

Cromwell Property Group – 2013 Annual General Meeting

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Voting Cards

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Y e ll ow car d Bl ue car d White card Voting card Non-voting attendee card Visitor card

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Questions

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Meetings Adjourned

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Meetings Re-open

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Meeting Results

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Resolution 5 Resolution 6 Resolution 7 Remuneration Report Amendment to Constitution of Amendment to Constitution of the Company the Trust For Against Abstain Percentage Voted[1] For (%) % % % Minimum Required 75% 75% 75% (%)

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1] Based on total eligible votes

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Group Meeting Results

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Resolution 8 Resolution 9 Approval of Performance Rights Plan Approval of Employee Security Loan Plan For Against Abstain Percentage Voted[1] For (%) % % Minimum 50% 50% Required (%)

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1] Based on total eligible votes

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Group Meeting Results

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Resolution 10 Resolution 10 Grant of performance rights and stapled Grant of performance rights and stapled securities to CEO securities to Finance Director For Against Abstain Percentage Voted[1] For (%) % % Minimum 50% 50% Required (%)

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1] Based on total eligible votes

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Thank you for your time

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