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CROMWELL PROPERTY GROUP AGM Information 2017

Nov 28, 2017

64673_rns_2017-11-28_1a12ca6c-d58b-4d5d-9700-657f8f02913d.pdf

AGM Information

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FY17 AGM PRESENTATION

29 November 2017

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CMW – FY17 Annual General Meeting

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Im ortant Information & Disclaimer p

This presentation including its appendices (Presentation) is dated 29 November 2017 and has been prepared by Cromwell Property Group, which comprises Cromwell Corporation Limited (ACN 001 056 980) and the Cromwell Diversified Property Trust (ARSN 102 982 598) (the responsible entity of which is Cromwell Property Securities Limited (ACN 079 147 809; AFSL 238052)). Shares in Cromwell Corporation Limited are stapled to units in the Cromwell Diversified Property Trust. The stapled securities are listed on the ASX (ASX Code: CMW).

This Presentation contains summary information about Cromwell Property Group as at 30 June 2017. Statutory financial information has been reviewed by Cromwell Property Group’s auditors. Operating financial information has not been subjected to audit review. All financial information is in Australian dollars and all statistics are as at 30 June 2017 unless otherwise stated. All statistics include 50% share of Northpoint Tower and 49% effective share of Campbell Park.

The information in this Presentation is subject to change without notice and does not purport to be complete or comprehensive. It should be read in conjunction with Cromwell Property Group’s other periodic and continuous disclosure announcements available at www.asx.com.au.

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, all 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 advice as they deem necessary or consider

appropriate for their particular jurisdiction.

Cromwell Property Group does not guarantee any particular rate of return or the performance of Cromwell Property Group nor do they guarantee the repayment of capital from Cromwell Property Group or any particular tax treatment. Past performance is not indicative of future performance. Any “forwardlooking” statements are based on assumptions and contingencies which are subject to change without notice. Any forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

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, employees, agents and advisors do not make any warranty, expressed 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).

To the extent that any 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.

Cromwell Funds Management Limited ACN 114 782 777 AFSL 333214 (CFM) is the responsible entity of, and the issuer of units in, the Cromwell Riverpark Trust ARSN 135 002 336 (CRT), Cromwell Ipswich City Heart Trust ARSN 154 498 923 (ICH), Cromwell Phoenix Property Securities Fund ARSN 129 580 267

(PSF), Cromwell Phoenix Core Listed Property Fund ARSN 604 286 071 (PCF), Cromwell Phoenix Opportunities Fund ARSN 602 776 536 (POF), Cromwell Direct Property Fund ARSN 165 011 905 (DPF), Cromwell Australian Property Fund ARSN 153 092 516 (APF) and the Cromwell Property Trust 12 ARSN 166 216 995 (C12) (the funds). In making an investment decision in relation to one or more of the funds, it is important that you read the product disclosure statement for the fund. The PDS for each fund is issued by CFM and is available from www.cromwell.com.au or by calling Cromwell on 1300 276 693. CRT, ICH and C12 are not open for investment. PSF and POF are closed to new investment. Applications for units in DPF, APF and PCF can only be made on the application form accompanying the relevant PDS.

This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities or any other financial products in the United States or any other jurisdiction. Cromwell Property Group stapled securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (Securities 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, or for the account or benefit of, a person in the United States unless they have been registered under the Securities Act, or are offered or sold in a transaction exempt from, or not subject to the registration requirements of the Securities Act and any other applicable securities laws.

© 2017. Cromwell Property Group. All rights reserved.

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CMW – FY17 Annual General Meeting

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Directors

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CMW – FY17 Annual General Meeting

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Meeting Agenda

  • Open

  • Chairman’s Address

  • CEO’s Address

  • Formal Voting

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SECTION 2 Chairman’s Address

Cromwell Property Group Strategy

80:20 Operating Profit Split

Direct Property Investment

Funds Management

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Maintain Repurpose, Manage property Continually in
defensive core reposition or internally to market looking for
portfolio transform active understand risk and value based
characteristics of asset portfolio to opportunity more investment
strong tenant improve asset clearly than others opportunities
covenant, quality and realise
additional value
long WALE and
fixed rental
increment
Transition Realise
to Core Profits
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Cromwell Property Group Strategy

Providing stable, secure and increasing distributions per security over the property cycle.

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CMW – FY17 Annual General Meeting

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Cromwell Pro ert Grou Ca ital Sources Strate p y p p gy

We look to dial up different sources of capital at different points in the property cycle

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SECTION 3 CEO’s Address

Cromwell Property Group FY17 Headline Results

FY17 Financial Results

Earnings and Distributions History

  • § Statutory profit of $277.5 million ($329.6 million in FY16)

  • § FY17 operating profit of $152.2 million ($164.5 million in FY16)

  • § FY17 operating profit per security of 8.65 cps (9.41 cps FY16), 0.25 cps ahead of guidance

  • § Distributions of 8.34 cps (FY16 8.20 cps), an increase of 1.7% on FY16

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9.5
9.0
8.5
8.0
7.5
7.0
6.5
6.0
FY11 FY12 FY13 FY14 FY15 FY16 FY17
Earnings Distributions
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  • 1) See Appendix for further details of segment results, operating profit and reconciliation to statutory profit

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CMW – FY17 Annual General Meeting

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Property Portfolio - Strategic Outcomes

  • § Reinvestment has led to transition of the portfolio to a more defensive focus.

  • § Core portfolio now has very long WALE as well as low capex and incentive requirements.

  • § Reinvestment into Core+ portfolio assets has led to a high level of predictable income with short to medium term upside.

  • § Active portfolio assets are vacant, or short WALEs, and have repositioning potential.

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51% 41% 8%
Wale: 12.1 yrs Wale: 3.7yrs Wale: 1.1yrs
Cap Rate: 5.57% Cap Rate:7.17% Cap Rate: 10.21%
CORE CORE+ ACTIVE
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CMW – FY17 Annual General Meeting

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Property Portfolio – Valuations Continue To Rise

  • § Property segments operating profit was $124.7 million, comprising 82% of the total FY17 amount.

  • § Fair value increase in held portfolio of $108.7 million net of property improvements, lease costs and incentives.

  • § Weighted Average Cap rate tightened by 0.49% to 6.56% (7.05% FY16).

  • § Weight of money, low bond rates and attractiveness of Australia continue to fuel demand for assets.

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Historic Weighted Average Cap Rate
9.00%
8.50%
8.00%
7.50%
7.00%
6.50%
6.56% 6.00%
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CMW – FY17 Annual General Meeting

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Property Portfolio – Tenant Profile Remains Robust

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Geographic Diversification [1] Tenant Classification [1]
9.4% ACT
19.7% 21.7%
Government
NSW Authority
23.0%
45.5% Listed
Company/Subsidary
QLD
Private Company
32.8%
47.9% VIC
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2
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Top 5 Tenants1 % of Gross
Income
Cumulative % Credit Rating3
Federal Government 22.52% 22.52% AAA
Qantas 14.06% 34.58% BBB-
NSW State Government 13.55% 50.12% AAA
QLD State Government 9.41% 59.54% AA+
AECOM Australia Pty Ltd 4.98% 64.52%
TOTAL 64.52%
  • 1) By gross passing income

  • § Tenant profile remains consistent and of high quality

§ Government[2 ] contributes 45.48% of income

  • § Top 5 tenants account for 64.52% of income

§ Portfolio is weighted to Sydney and Melbourne office market where low vacancy rates and stock withdrawals are continuing to lead to lower incentives/higher rents

§ High Satisfaction: 91% of tenant customers are satisfied with Cromwell’s performance as their property manager

  • 2) Includes Government owned and funded entities 3) S&P Ratings as at 24 August 2017. Includes 50% of Northpoint and 49% of Campbell Park.

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Property Portfolio – Lease Expiry Profile Improves

  • § Favourable Future Lease Expiry Profile

  • § Occupancy of 92.1% (89.7% FY16)

  • § WALE of 7.2 years (6.48 years FY16)

  • § Average fixed review over next 3 years

  • § 3.31% over 64% of portfolio in FY18

  • § 3.82% over 60% of portfolio in FY19

  • § 3.75% over 54% of portfolio in FY20

  • 1) Includes vacancy, holdover, casual and expiring leases

  • 2) Includes CPI reviews with a fixed minimum amount 3) Calculated on current gross passing income, subject to review

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60% Lease Expiry Profile % Gross Income
48.9%
50%
40%
30%
20%
12.9%
9.7%
8.0% 7.8%
10% 6.5% 6.2%
0%
Vacant FY18 FY19 FY20 FY21 FY22 Thereafter
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Next Review Type [3]
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100%
90%
80%
54%
70% 64% 60%
60%
50%
1%
40% 2%
3% 25%
30%
11%
29%
20%
10% 22% 20%
9%
0%
FY18 FY19 FY20
No Review Market 2 CPI Fixed 1
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CMW – FY17 Annual General Meeting

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Property Portfolio – Bundall Corporate Centre Realisation

Bundall Corporate Centre sold in June for $89 million

Property Data Property Data Active Management
Property Type Office Achieved improvement in property appeal
Address 1 Corporate Court,
Bundall QLD
through better onsite management
Improved maintenance standards substantial
City/Sub-Market Gold Coast Office Substantial capex spent to upgrade services
Construc./Refurb. CC1 – 1990
CC2 – 2009
and tenancies, reaffirming the premium
standing of the asset
Rental Area 21,121sqm Unlocked value in surplus land
No. of Buildings
Acquisition Date
2 office towers
December 2005
January2012

Further strengthened the lease profile
Improvement in building efficiency
Purchase Price
$53,000,000
$63,000,000
Timeline

Results
Bought and sold at the right time in the cycle
Increased the asset value through leasing
  • Improved maintenance standards substantially

  • Bought and sold at the right time in the cycle

  • Increased the asset value through leasing strategies and planning applications

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  • Since re-acquiring the asset in January 2012 Cromwell has generated a property IRR of 12.5%

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Property Portfolio - Health & Forestry House Realisation

Agreement to sell asset for $69 million in November 2017.

Property Data Property Data
Property Type Office Ac
Address 140-160 Mary Street &
147-163 Charlotte
av
lea
Street,Brisbane QLD Co
City/Sub-Market Brisbane Office as
Construc./Refurb. 1984 & 1987 Ac
Rental Area 26,713sqm
No. of
Buildings/Units
2 office buildings Co
ext
Acquisition Date May 2013 fro
Purchase Price $65,000,200

Active Management

  • Acquired with a relatively short weighted average lease term of 3.12 years at 100% leased

  • Compelling opportunity to reposition the assets and unlock substantial upside

  • Acquired at 20% yield at $2,439 psm

Key Actions

  • Commercial terms agreed for a lease extension over 13,326 sqm at Health House from July 2015 to December 2016

INTERCONNECTED TOWERS IN THE HEART OF THE BRISBANE CBD

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CMW – FY17 Annual General Meeting

Results

  • § Cromwell has entered into an agreement to sell Health & Forestry House for $69 million to complete in November 2017

  • § Asset has generated an IRR since acquisition in May 2013 of 20.7% to 30 June 2017

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Funds Management – AUM Steady

  • § Operating Profit of $27.7 million (FY16 $29.2 million). Split;

Change in AUM ($bn)[1]

  • § Wholesale Funds $16.9 million (FY16 $19.0 million).

  • § Retail Funds $8.2 million (FY16 $10.0 million).

  • § Internal Funds $2.6 million (FY16 $0.2 million).

  • § Trading activity continues in Europe as mandates are completed with €1.0 billion of assets sold and €0.7 billion acquired.

  • § Further contracted AUM to be onboarded in early FY18.

  • § Total AUM of $10.1 billion [2] (FY16 $10.3 billion). Split;

  • § Wholesale Funds AUM of $5.35 billion (FY16 $5.6 billion).

  • § Balance Sheet AUM of $2.93 billion (FY16 $3.0 billion).

  • § Retail Funds AUM of $1.80 billion (FY16 $1.7 billion).

European Trading Update (€bn)

  • 1) Includes 45% of Phoenix Portfolios AUM and 50% of Oyster Group AUM. The latter at the AUD/NZD exchange rate on 30 June 2017. 2) Inclusive of revaluations and FX movements during the period.

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€1.7bn
Traded
€1.0bn
Sold
€0.7bn
Acquired
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CMW – FY17 Annual General Meeting

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Wholesale Funds – Strong Transactional Activity

  • § Some dislocation seen in first half in UK post Brexit vote. Continental Europe remained strong throughout.

  • § Acquired Artemis portfolio with Goldman Sachs. A pan-European portfolio of 33 assets, 360,000 sqm that are currently being onboarded.*

  • § Acquired the €120 million Omega portfolio in Finland with Goldman Sachs comprising 22 properties, 109,000 sqm of space across 13 office buildings, five industrial buildings and four retail premises.

  • § Czech Republic. Planning consent was granted to expand the Galerie Butovice shopping centre in Prague by 15,000 sqm to 51,000 sqm.

  • § Poland – Signed contracts with Goldman Sachs on the acquisition of the 42,000 sqm Prosta & Trinity (CEE) office assets for €81 million.

  • § Scotland – Joint venture to develop Kintore House in Edinburgh into an ‘aparthotel’.

  • § Poland – The €65 million expansion and redevelopment of the Janki Shopping Centre in Warsaw will add 21,000 sqm and 74 units.

*Only €153m of this portfolio was contracted as at 30 June 2017. €250 of additional AUM to be onboarded in first half of FY18.

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Edinburgh Aparthotel – Artist Impressions

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Pallaswiesenstrasse 100, Darmstadt, Germany
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Kaisaniemenkatu, Helsinki

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Wiśniowy Business Park, Poland

CMW – FY17 Annual General Meeting

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Retail Funds – Solid Underlying Result

  • § Operating profit of $8.2 million (FY16 $10.0 million).

  • § Total AUM of $1.8 billion (FY16 $1.7 million). Variance in operating profit driven by reduction in performance fees compared to prior comparison period.

  • § Cromwell Riverpark Trust term extended for a further 5 years in July resulted in a performance fee of $4.1 million.

  • § Cromwell Phoenix Opportunities Fund generated 5-year annualised performance of 20.2% net after fees in December 2016. Fund was subsequently soft-closed in February 2017 after reaching capacity.

  • § AUM at Oyster Group in New Zealand (50% interest) grew to NZ$1.2 billion in FY17. Key activities included;

  • § New Zealand’s largest wholesale offer, the NZ$ 210 million, 43,500 sqm Millennium Centre

  • § Cider Building syndication closed oversubscribed in July with offer of 50 interests of NZ$ 1 million each

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64 Allara Street, ACT
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Cromwell Phoenix Opportunities Fund

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Energex House – Cromwell Riverpark Trust

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Millennium Centre, Auckland

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Cider Building, Ponsonby Auckland

CMW – FY17 Annual General Meeting

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Capital Management – Managing To Opportunity

  • § NTA has increased by $0.08 to $0.89 (FY16 $0.81).

  • § Current Cash and Cash Equivalents of $86.9 million.

  • § Investments at Fair Value includes 9.83% units of Investa Office Fund (ASX:IOF) acquired for $4.24 per security.

  • § Group Gearing is 45.2% (FY16 42.6%).

  • § Portfolio Gearing 37.5% (FY16 33.6%).

  • § Further realisations likely to be applied to debt reduction.

Group Gearing

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  • 1) Gearing calculated as (total borrowings less cash)/(total tangible assets less cash). Look through gearing adjusts for the 50% interest in Northpoint Tower

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FY17
($M)
FY16
($m)
Assets
Cash and Cash Equivalents
86.9
95.6
Investment Property 2,357.8
2,274.0
Investment Property Held For Sale 69.5
-
Equity accounted investments 101.5
86.7
Receivables 37.4
33.9
Intangibles 72.3
78.3
Investments at Fair Value 315.8
296.2
Disposal Group Assets 354.0
-
Other Assets 15.7 13.6
Total Assets 3,410.9
2,878.3
Liabilities
Borrowings (1,462.4) (1,248.0)
Derivative Financial Instruments (3.2) (23.3)
Distribution Payable (36.7) (36.9)
Payables (46.4) (52.1)
Disposal GroupLiabilities (207.2) -
Other Liabilities (15.1) (17.8)
Total Liabilities (1,771.0) (1,378.1)
Net Assets 1,639.9 1,500.2
Securities on issue(‘000) 1,762.4 1,752.3
NTAper security (includinginterest rate swaps) $0.89 $0.81
NTAper security (excludinginterest rate swaps) $0.89 $0.82
Gearing1 45.2% 42.6%
Gearing (look-through)1 46.5% 43.9%

CMW – FY17 Annual General Meeting

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Outlook - Australian Economic Growth Moderate

  • § Consumer confidence remains subdued, household consumption below trend, inflation under target. Any residential construction downturn will have a negative impact.

  • § Business investment showing some signs of picking up

  • § Spread to government bonds and between prime and secondary assets remain above historical averages.

  • § CBD Office vacancy rates are forecast to drop below 5% in SYD driving strong net effective rental growth. This growth will offset the impact of bond rates gradually moving higher.

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NAB Business Conditions
Finance, Business & Property Services Employment
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Sqm
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Index
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Source: NAB/JLL. As at 30 June 2017
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Average Prime v Average Secondary Yields

  • § MEL is also strong but vacancies continue to remain stubbornly high elsewhere particularly in the mining states (PER 20%+, BNE 15%).

  • § Next move in interest rates likely to be up but timing is uncertain, will put pressure on asset prices when it happens

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9.50%
9.00%
8.50%
8.00%
7.50%
7.00%
6.50%
6.00%
5.50%
5.00%
4.50%
Qtr1-2007 Qtr1-2008 Qtr1-2009 Qtr1-2010 Qtr1-2011 Qtr1-2012 Qtr1-2013 Qtr1-2014 Qtr1-2015 Qtr1-2016 Qtr1-2017
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Outlook - European Economic Recovery Continues

  • § Eurozone growth continues to pick-up with unemployment at the lowest rate since 2009, consumption, investment and Industrial Production Growth Rates all up.

  • § Real Eurozone GDP growth has shown positive momentum over the past three fiscal years, reaching 2.2% (annualised) in three months to 30 June 2017 (up from 1.7% in 2016).

  • § Real estate transaction volumes slowed in UK post Brexit but normal trading activity resumed after Christmas. Continental Europe remained strong throughout.

EU GPD Growth Rate Picks-up

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Source: Tradingeconomics.com

1H17 European Transaction Volumes Still Strong

  • § European transactions volumes €108 billion 1H17, down from peak in 2015 but still liquid and well above long term averages.

  • § Additional positive factors include attractive spreads to bond yields, improving occupancy rates, rental growth and new supply that remains below recent the long-term averages.

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Source: Real Capital Analytics
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CEREIT – IPO 30 November 2017

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CMW – FY17 Annual General Meeting

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FY18 Earnings and Distributions Guidance Unchanged

Operating Earnings Guidance: 8.25 cps[4] Distributions Guidance: 8.34 cps[4]

Cromwell Property Group FY17 Snapshot[1] Market Cap: $1.8 bn[2] Security Price: $1.03[2] Group Gearing: 45.2%[3] Investment Portfolio[1] Portfolio Value: $2.3 bn Number of Assets: 25 Weighted Average Cap Rate: 6.56% Weighted Average Lease Exp: 7.2 yrs Funds Management Platform[1 ] Assets Under Management: $10.1 bn[5]

For further information please contact:

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Paul Weightman CEO / Managing Director [email protected] Phone: +61 7 3225 7720

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Michael Wilde

Chief Financial Officer [email protected] Phone: +61 7 3225 7729

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Ross McGlade Investor Relations [email protected] Phone: +61 2 8278 3613

  • 1) As at 30 June 2017 unless otherwise specified

  • 2) As at 28 November 2017

  • 3) Gearing calculated as (total borrowings less cash)/(total tangible assets less cash) post asset sales 4) FY18 guidance

  • 5) Includes assets under construction at ‘as if complete’, 45% Phoenix Portfolios and 50% of Oyster Group assets under management

Investor Services Brisbane Office Sydney Office London Office 1300 276 693 Cromwell House Level 14 64 North Row [email protected] Level 19, 200 Mary Street 167 Macquarie Street London, W1K 7DA www.cromwell.com.au Brisbane QLD 4000 Sydney NSW 2000 UK

Auckland Office

Oyster Property Group Level 2, 14 Normanby Road, Auckland, New Zealand

Singapore Office

50 Collyer Quay #07-02 OUE Bayfront Singapore 049321

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SECTION 4 Formal Voting

Voting Cards

Yellow card Blue card White card Voting card Non-voting attendee card Visitor card

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SECTION 5 Items of Business

Item 1

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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Item 2

Re-election of Mr Geoffrey Levy as a Director “That Mr Geoffrey Levy, who retires by rotation in accordance with the constitution of Cromwell Corporation Limited and offers himself for re-election, is re-elected as a director of Cromwell Corporation Limited.”

% of proxies received % of proxies received
Number % of proxies received
For 1,010,897,767 98.73%
Open 7,925,643 0.77%
Against 5,081,591 0.50%
Abstain Abstain 1,880,351

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CMW – FY17 Annual General Meeting

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Item 3

Re-election of Mr Andrew Konig as a Director
“That Mr Andrew Konig, who retires by rotation in accordance with the constitution of
Cromwell Corporation Limited and offers himself for re-election, is re-elected as a
director of Cromwell Corporation Limited.”
Number % of proxies received
For
939,038,128
91.71%
Open
7,786,694
0.76%
Against
77,080,832
7.53%
Abstain
1,879,698

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CMW – FY17 Annual General Meeting

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Item 4

Re-election of Ms Jane Tongs as a Director

“That Ms Jane Tongs, who retires by rotation in accordance with the constitution of “That Ms Jane Tongs, who retires by rotation in accordance with the constitution of
Cromwell Corporation Limited and offers herself for re-election, is re-elected as a
director of Cromwell Corporation Limited.”
Number % of proxies received
For
1,012,178,164
98.85%
Open
7,916,880
0.77%
Against
3,907,834
0.38%
Abstain
1,782,474

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CMW – FY17 Annual General Meeting

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Item 5

Election of Mr Leon Blitz as a Director

“That Mr Leon Blitz, who is eligible and having offered himself for election, is elected as a director of Cromwell Corporation Limited.”

% of proxies received % of proxies received
Number % of proxies received
For 1,013,367,583 98.97%
Open 7,930,613 0.77%
Against 2,632,437 0.26%
Abstain Abstain 1,854,719

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CMW – FY17 Annual General Meeting

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Item 6

Remuneration Report

“That the remuneration report of Cromwell Corporation Limited for the year ended 30 June 2017 is adopted.”

% of proxies received % of proxies received
Number % of proxies received
For 692,190,403 68.16%
Open 9,356,414 0.92%
Against 314,052,388 30.92%
Abstain Abstain 4,442,560

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CMW – FY17 Annual General Meeting

33

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SECTION 6 Questions, Comments

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CMW – FY17 Annual General Meeting

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