CROMWELL PROPERTY GROUP — Capital/Financing Update 2010

May 19, 2010

ASX Announcement 20 May, 2010

==> picture [114 x 39] intentionally omitted <==

CROMWELL BOARD RESOLVES TO RECOMMEND ASSET ACQUISITION

On 6 April 2010 property and funds manager Cromwell Group (ASX:CMW) announced the outcome of its strategic review of the Cromwell managed unlisted Cromwell Property Fund (“CPF”). Further to that announcement, the Board of Cromwell Group has now formally resolved to recommend to Group securityholders the acquisition by the Cromwell Group of two assets from CPF, being 321 Exhibition Street, Melbourne (“Exhibition Property”) and CPF’s one-third interest in the TGA complex in Symonston, ACT (“TGA Property”), as well as the extension of CPF’s existing debt facility with the Group until 30 June 2012 (the “Acquisition Proposal”).

Securityholder Meeting

The Acquisition Proposal is subject to approval by Cromwell Group securityholders under ASX Listing Rule 10.1 because it is a related party transaction in relation to a ‘substantial asset’ (as defined by the Listing Rules).

An explanatory memorandum detailing the Acquisition Proposal and a notice of meeting have been lodged with ASIC and ASX for review, as required under the Corporations Act and the Listing Rules respectively.

Subject to ASIC and ASX’s review, Cromwell expects to send the explanatory memorandum and notice of meeting to securityholders by mid June, with a vote expected by mid July.

Cromwell may not call the meeting, or may postpone, adjourn or cancel the meeting once called, if the Board ceases to be of the opinion that the Acquisition Proposal is in the best interests of CMW securityholders or if negotiations with external financiers in relation to the Acquisition Proposal do not result in agreed terms.

At the meeting Cromwell will also ask securityholders to approve and ratify the December 2009 placement to Redefine Australian Investments Limited for the purposes of Listing Rule 7.4.

Acquisition Proposal Update

Under the Acquisition Proposal, the Group will acquire the Exhibition Property for $90.2 million, with consideration being $80 million in cash and a $10.2 million reduction of CPF’s existing loan from the Group. The Group will acquire the TGA Property for $25 million, with consideration being the assumption of the external debt facility of approximately $13 million which is secured by the TGA Property and cash of approximately $12 million.

The Exhibition Property remains vacant. However, CPF has signed a non-binding heads of agreement to lease with an ASX top 20 company (“the Potential Tenant”) for the majority of the building. A binding agreement to lease is currently being negotiated and may be concluded before the date of the securityholder meeting. CPF remains in discussions with potential tenants for the remaining area. The valuation and acquisition price of the Exhibition Property takes into account the current position of negotiations with prospective tenants.

All tenant negotiations regarding the Exhibition Property have been subject to the building undergoing a substantial refurbishment. To meet the Potential Tenant’s timeframe, and to ensure the Exhibition Property can be fully leased as quickly as possible, the refurbishment works have already begun. At present the Group has entered into the relevant contracts and has agreed to fund the refurbishment regardless of whether the Acquisition Proposal is approved. However, if security holders do not approve the Acquisition Proposal, CPF will reimburse the Group for any amounts paid, or to be paid, in relation to the refurbishment works. CPF will fund this reimbursement by way of a loan from the Group for an amount of up to $28.5 million.

Full details of the Acquisition Proposal will be included in the explanatory memorandum sent to securityholders.

Investors: For further information, please contact a member of our investor service team on 1800 334 533.

Media Enquiries: Paul Weightman on (07) 3225 7777 or 0411 111 028

Issued by Cromwell Corporation Limited (ABN 44 001 056 980) and Cromwell Property Securities Limited (ABN 11 079 147 809, AFSL 238052) (“CPSL”) as responsible entity for Cromwell Diversified Property Trust (ABN 30 074 537 051, ARSN 102 982 598) and Cromwell Property Fund (ARSN 119 080 410) . This communication has been prepared without taking into account your objectives, financial situation or needs. Units in the Cromwell Property Fund are issued by CPSL. in deciding whether to acquire or continue to hold an investment in Cromwell Group or any Cromwell fund, you should assess, with or without your financial advisor, whether the investment fits your objectives, financial situation or needs.

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