CROMWELL PROPERTY GROUP

ASX Announcement 31 May 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Retail Entitlement Offer opens

Attached are the following documents, which will be mailed to eligible retail securityholders in relation to 1 for 12 non-renounceable accelerated entitlement offer announced by Cromwell Property Group (Cromwell) on 23 May 2013:

Retail Entitlement Offer Booklet; and
Entitlement and Acceptance Form

Also attached is a letter to ineligible securityholders.

The Retail Entitlement Offer opens today and closes at 5.00pm (AEST) on 17 June 2013 (with early applications closing at 5.00pm (AEST) on 6 June 2013).

ENDS.

Media Enquiries: Cromwell Securityholder Enquiries: Paul Weightman Investor Services Centre Managing Director/CEO 1300 276 693 (within Australia) +61 411 111 028 +61 7 3225 7777 (outside Australia) [email protected] [email protected]

An investment in Cromwell stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Cromwell, including possible delays in repayment and loss of income and principal invested. Cromwell does not guarantee any particular rate of return or the performance of Cromwell nor do they guarantee the repayment of capital from Cromwell or any particular tax treatment. Persons should have regard to the risks outlined in the Acquisition and Equity Raising Presentation released to ASX on 23 May 2013.

Past performance information given in this announcement is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

This announcement is not an offer or an invitation to acquire Cromwell stapled securities or any other financial products in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. This announcement is not a prospectus, product disclosure statement or other disclosure document under Australian law. This announcement may not be distributed or released in the United States or to, or for the account or benefit of, a person in the United States. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Cromwell stapled securities have not been, and will not be, registered under the U.S. 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, directly or indirectly, 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, the registration requirements of the Securities Act and any other applicable securities laws.

This announcement is not financial advice or a recommendation to acquire Cromwell stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction.

Cromwell Property Group (ASX:CMW) comprising Cromwell Corporation Limited (ABN 44 001 056 980) and 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).

Further information and media releases can be found at the Cromwell website www.cromwell.com.au

Cromwell Property Group (ASX:CMW) ASX Announcement 31 May 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Cromwell is not licensed to provide financial product advice in respect of Cromwell stapled securities. Cooling off rights do not apply to the acquisition of Cromwell stapled securities.

This announcement contains pro forma financial information. The pro forma historical financial information included in this announcement does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. Investors should also be aware that certain financial data included in this announcement is “non-IFRS financial information” under ASIC Regulatory Guide 230 Disclosing non-IFRS financial information published by the Australian Securities and Investments Commission (ASIC) and “non-GAAP financial measures” under Regulation G of the U.S. Securities Exchange Act of 1934. These measures include distributions per security, earnings per security, gearing and net tangible assets per security. The disclosure of such non-GAAP financial measures in the manner included in this announcement would not be permissible in a registration statement under the Securities Act. Cromwell believes this non-IFRS financial information provides, and these non-GAAP financial measures provide, useful information to users in measuring the financial performance and conditions of Cromwell. The non-IFRS financial information and these non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information or non-GAAP financial measures and ratios included in this announcement.

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Entitlement Offer

Details of a 1 for 12 non-renounceable Entitlement Offer of Cromwell Property Group (ASX: CMW) fully-paid stapled securities (New Securities) at an issue price of $1.00 per New Security.

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Offer closes 5pm (AEST) on 17 June 2013
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31 May 2013

Cromwell Property Group (Cromwell or Group) comprises Cromwell Corporation Limited (ABN 44 001 056 980) and Cromwell Diversified Property Trust (ARSN 102 982 598), the responsible entity of which is Cromwell Property Securities Limited (ABN 11 079 147 809, AFSL 238052). A stapled security in Cromwell comprises one fully-paid ordinary share in Cromwell Corporation Limited stapled to one fully-paid ordinary unit in Cromwell Diversified Property Trust.

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. If you are in any doubt about what to do, you should consult your taxation or other professional adviser.

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

COnTEnTS	Chairman’s Letter.............................................................................................................................................. Key dates.............................................................................................................................................................. How to apply ..................................................................................................................................... ASX announcement – Acquisition.................................................................................................................. ASX announcement – Launch of Equity Raising........................................................................................ ASX announcement – Equity Raising Presentation.................................................................................. ASX announcement – Completion of Placement and Institutional Entitlement Offer................... Important information.......................................................................................................................................	1 3 4 8 9 14 38 41

Enquiries

If you have any doubt about whether you should invest in the Retail Entitlement Offer, you should seek financial, taxation or other professional advice before making an investment decision.

If you have any questions on how to:

(a) complete the personalised Entitlement and Acceptance Form accompanying this booklet;
(b) take up your Entitlement, either in full or in part; or
(c) take up your full Entitlement and apply for Additional New Securities,

please call the Cromwell Securityholder Information Line between 8:30am and 7:30pm (AEST) Monday to Friday during the Retail Entitlement Offer period:

Within Australia: 1300 550 841

Outside Australia: +61 1300 550 841

If you have lost your Entitlement and Acceptance Form and would like a replacement form, please call the applicable number above.

Website

To view annual reports, securityholder and Group information, announcements, background information on Cromwell’s operations and historical information, visit Cromwell’s website at www.cromwell.com.au

Corporate directory

REGISTERED	AUSTRALIAn	REGISTRY	UNDERWRITERS
OFFICE	LEGAL ADVISER
Cromwell	Minter	Link Market Services	Merrill Lynch	RBS Morgans
Property Group	Ellison	Limited	Equities (Australia)	Corporate Limited
Level 19	Aurora Place	Level 15	Limited	Level 29
200 Mary Street	88 Phillip Street	324 Queen Street	Level 38, 1 Farrer Pl	123 Eagle Street
Brisbane QLD 4000	Sydney NSW 2000	Brisbane QLD 4000	Sydney NSW 2000	Brisbane QLD 4000
Australia Ph: +61 7 3225 7777 Fax: +61 7 3225 7788	Australia Ph: +61 2 9921 8888 Fax: +61 2 9921 8123	Australia Ph: +61 2 8280 7124 Fax: +61 2 9287 0309	Australia	Australia

Important

The 1 for 12 non-renounceable Retail Entitlement Offer of New Securities is not being made under a prospectus or product disclosure statement. Rather, the Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act 2001 (Cth) (Corporations Act) which allow entitlement offers to be made by providing certain confirmations to the market. As a result, it is important for Eligible Retail Securityholders (as defined in the Important Information section of this booklet) to read and understand the information on the Group and the Retail Entitlement Offer made publicly available, prior to accepting all or part of their entitlement to New Securities or accepting all of their Entitlement and applying for New Securities in excess of their Entitlement. In particular, please refer to the information in this booklet, the Group’s annual reports and other announcements made available at www.cromwell.com.au or www.asx.com.au

Chairman’s Letter

Dear Securityholder,

Cromwell Property Group Equity Raising – Retail Entitlement Offer

As you may have read recently Cromwell Property Group (Cromwell) announced to the market on 23 May 2013 that it was conducting a $250 million equity raising to partly fund the acquisition of a new portfolio of office properties and to repay some existing debt facilities (the Offer).

On 24 May 2013, Cromwell conducted a placement and institutional entitlement offer which successfully raised $193 million ($128 million and $65 million respectively). The balance of the equity raising, $57 million, has been reserved for our retail security holders, who are now given the opportunity to participate in a retail entitlement offer (the Retail Entitlement Offer). The Retail Entitlement Offer is being conducted on the same terms as the institutional entitlement offer.

By way of summary, Eligible Retail Securityholders are being offered the right to apply for 1 New Security for every 12 existing securities held on the Record Date (as well as any Additional New Securities) at the Issue Price of A$1.00. The Issue Price is the same as the price paid by institutional investors under the placement and institutional entitlement offer.

The Issue Price per new Security under the Retail Entitlement Offer represents a 3.8% discount to the 5-day volume weighted average price of existing Cromwell stapled securities on ASX between 16 and 22 May 2013.

new Securities (and Additional new Securities, if any) issued under the Retail Entitlement Offer will rank equally with existing Cromwell stapled securities, including carrying the right to participate in the distribution payable for the three months to 30 June 2013.

Use of Proceeds

The total amount to be raised under the Offer is approximately $250 million. The proceeds of the Offer will be used to partially fund the acquisition of seven commercial office properties, in Sydney (3), newcastle (1), Queanbeyan (1), Penrith (1) and Wollongong (1), from the new South Wales State Government (the NSW Portfolio Acquisition).

The NSW Portfolio Acquisition

The nSW Portfolio Acquisition is expected to enhance Cromwell’s existing portfolio quality and will provide additional portfolio weighting to the new South Wales office market.

Further information in relation to the nSW Portfolio Acquisition, the effect that it and the Offer will have on Cromwell’s financial position and performance can be found in the Equity Raising presentation included in this booklet.

Details of Offer

This booklet relates to the offer of new Securities (and Additional new Securities, if applicable) to Eligible Retail Securityholders under the Retail Entitlement Offer.

Eligible Retail Securityholders, as defined in the Important Information section of this booklet, are entitled to apply for 1 new Security for every 12 existing Cromwell stapled securities held on the Entitlement Offer record date (Record Date) of 7.00pm (AEST) 28 May 2013 (Entitlement), at the Issue Price of $1.00 per new Security. Eligible Retail Securityholders may also apply for new Securities in excess of their Entitlement under a top up facility (Additional New Securities). The allocation of Additional new Securities, and any scale back, will be subject to the availability of Additional new Securities and in Cromwell’s absolute discretion[1] .

The Retail Entitlement Offer is non-renounceable so Entitlements will not be tradeable on the ASX or otherwise transferable. Eligible Retail Securityholders who do not take up their Entitlements will not receive any value in respect of those Entitlements.

The Placement was completed on 24 May 2013 and is expected to settle on 7 June 2013. The new Securities issued under the Placement will not be entitled to participate in either component of the Entitlement Offer.

The Offer is underwritten by Merrill Lynch Equities (Australia) Limited and RBS Morgans Corporate Limited (together, the Underwriters)[2] . The Underwriters may enter into subunderwriting agreements.

Further details on the underwriting agreement can be found in Important Information section of this booklet.

The proceeds of the Offer will also be used to reduce gearing

and pay the costs of the Offer.

1 Please note that Additional New Securities will only be allocated to you if there are sufficient New Securities from Eligible Retail Securityholders who do not take up their Entitlement in full. For more information on how the Cromwell and its directors propose to exercise their discretion, please see section 3 in the Important Information section of this booklet.

2 The commitment by Redefine (as defined in the Equity Raising Presentation included in this booklet) is not underwritten.

Financial Impact

While the nSW Portfolio Acquisition represents an excellent investment opportunity for Cromwell, the boards of Cromwell consider it important to balance the requirements of existing and new securityholders.

The Issue Price represents a discount of 3.4% to the closing price of Cromwell stapled securities on 22 May 2013, the day on which Cromwell stapled securities were last traded before the announcement of the Offer.

Operating earnings guidance for the 2013 financial year remains unchanged at approximately 7.5 cents per stapled security, and distribution guidance remains at 7.25 cents per stapled security.

Cromwell has also provided operating earnings guidance for the 2014 financial year (FY14) of approximately 8.0 cents per stapled security and distribution guidance of 7.5 cents per stapled security. Based on the Issue Price of $1.00 and FY14 guidance, the new Securities are being offered on an expected FY14 distribution yield of 7.5%.

net tangible asset value per security is expected to increase from $0.68 to $0.71 and gearing is expected to be approximately 43% following the completion of the nSW Portfolio Acquisition and Offer.

Participating in the Retail Entitlement Offer

This booklet contains some important information, including:

(a) key dates for the Offer;
(b) instructions on ‘how to apply’, setting out how to accept all or part of your Entitlement, how to apply for Additional new Securities if you chose to do so and further details on the terms of the Entitlements and new Securities (and Additional new Securities, if applicable);
(c) ASX announcements, including an Equity Raising Presentation, relating to the Offer;
(d) important information; and
(e) a personalised Entitlement and Acceptance Form which details your Entitlement.

The Retail Entitlement Offer closes at 5.00pm (AEST) on 17 June 2013 and early applications close at 5.00pm (AEST) on 6 June 2013.

To participate, your application for New Securities (and Additional New Securities, if you decide to apply for New Securities in excess of your Entitlement) must be received before the Retail Entitlement Offer closes. Please refer to the instructions on how to apply that accompany this letter for further information.

If you have any doubt about whether you should invest in the Retail Entitlement Offer, you should seek financial, taxation or other professional advice before making any investment decision.

For further information regarding the Retail Entitlement Offer, please contact your financial adviser or broker, call the Cromwell Securityholder Information Line on 1300 550 841 (within Australia) or +61 1300 550 841 (outside Australia).

On behalf of the Boards of Cromwell, I invite you to consider this investment opportunity and thank you for your continued support.

Yours faithfully

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Geoffrey H Levy, AO Chairman

This booklet contains certain “forward-looking” statements. The words “anticipated”, “expected”, “projections”, “forecast”, “estimates”, “could”, “may”, “target”, “consider” and “will” and other similar expressions are intended to identify forward looking statements. Forward-looking statements, opinions and estimates provided in this booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law, Cromwell and the Underwriters and their respective 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. An investment in Cromwell stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Cromwell, including possible delays in repayment and loss of income and principal invested. Cromwell does not guarantee any particular rate of return or the performance of Cromwell nor do they guarantee the repayment of capital from Cromwell or any particular tax treatment. Persons should have regard to the risks outlined in the Equity Raising Presentation included in this booklet and released to ASX on 23 May 2013.

Past performance information given in this booklet is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. This booklet is not an offer or an invitation to acquire Cromwell stapled securities or any other financial products in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. This booklet is not a prospectus, product disclosure statement or other disclosure document under Australian law. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account of benefit of, any ‘U.S. person’ (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (Securities Act)) (U.S. Person). Cromwell stapled securities have not been, and will not be, registered under the 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 any U.S. Person without being so registered or pursuant to an exemption from registration.

This letter is not financial advice or a recommendation to acquire Cromwell stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such taxation or other professional advice as they deem necessary or appropriate to their jurisdiction.

Cromwell is not licensed to provide financial product advice in respect of Cromwell stapled securities. Cooling-off rights do not apply to the acquisition of Cromwell stapled securities under the Entitlement Offer.

This booklet contains certain financial data that are “non-GAAP financial measures” under Regulation G under the U.S. Securities Exchange Act of 1934, as amended. For example, the announcement presents gearing and interest coverage ratios for Group, which are calculated in accordance with Cromwell’s debt covenants. These measures are not measures of or defined terms of financial performance, liquidity or value under AIFRS or U.S. GAAP. Moreover, certain of these measures may not be comparable to similarly titled measures of other companies.

Key dates

Announcement of Placement and Entitlement Offer	23 May 2013
Placement and Institutional Entitlement Offer opens	23 May 2013
Placement and Institutional Entitlement Offer closes	24 May 2013
Record Date	7.00pm (AEST),
	28 May2013
Retail Entitlement Offer opens	31 May 2013
Last time and date for receipt of applications for early settlement of Retail Entitlement	5.00pm (AEST),
Offer(EarlyRetail ClosingDate)	6 June 2013
Settlement of Placement, Institutional Entitlement Offer and for applications received by the	7 June 2013
EarlyRetail ClosingDate
Issue and normal trading of new Securities under Placement, Institutional Entitlement Offer	11 June 2013
and in relation to applications received bythe EarlyRetail ClosingDate
Mailing of updated CHESS notices and issuer sponsored holding statements in relation to	12 June 2013
new Securities issued under Placement and Institutional Entitlement Offer1
Retail Entitlement Offer closes	5.00pm (AEST),
	17 June 2013
Settlement of new Securities (and Additional new Securities, if applicable) under Retail	24 June 2013
Entitlement Offer
Issue of new Securities (and Additional new Securities, if applicable) under Retail	25 June 2013
Entitlement Offer
Expected normal trading of new Securities (and Additional new Securities, if applicable) on	26 June 2013
ASX
Mailing of updated CHESS notices and issuer sponsored holding statements in relation to	27 June 2013
new Securities (and Additional new Securities, if applicable) issued under Retail Entitlement
Offer

Note: Cromwell reserves the right, subject to the Corporations Act, ASX Listing Rules and other applicable laws and rules and with the consent of the Underwriters, to vary the dates of the Entitlement Offer, including extending the Retail Entitlement Offer, closing the Retail Entitlement Offer early or accepting late applications, either generally or in particular cases, without notice. Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or make payment by BPAy as soon as possible. No cooling-off rights apply to the Entitlement Offer. The commencement of quotation of New Securities (and Additional Securities, if any) is subject to confirmation from ASX. Eligible Retail Securityholders who make payment of their application monies so that payment is received by no later than 5.00pm on 6 June 2013 will receive their New Securities on 11 June 2013 (if applicable, Additional New Securities applied for by Eligible Retail Securityholders applying for their Entitlement before the Early Retail Closing Date. will receive Additional New Securities (if any) on the issue date for the Retail Entitlement Offer).

your Entitlement is non-renounceable, which means that it is not transferable and that you will not be able to trade your Entitlement on ASX. Eligible Retail Securityholders who take no action in respect of their Entitlement will receive no value and their Entitlement will lapse.

1 Updated CHESS notices and issuer sponsored holding statements in relation to New Securities issued in relation to applications received by the Early Retail Closing Date are expected to be mailed on 12 June 2013.

How to apply

1. The Retail Entitlement Offer

Eligible Retail Securityholders, as defined in the Important Information section of this booklet, may subscribe for 1 new Security for every 12 existing Cromwell stapled securities held at 7.00pm (AEST) on 28 May 2013, at the Issue Price of $1.00 per new Security.

As an Eligible Retail Securityholder you may:

take up all or part of your Entitlement; or
take up all of your Entitlement and apply for Additional new Securities in excess of your Entitlement; or
take no action and allow your Entitlement to lapse. It is not possible to sell or transfer your Entitlement if you decide not to take it up.

Eligible Retail Securityholders will receive a personalised Entitlement and Acceptance Form setting out their Entitlement with this booklet. If you have more than one holding of Cromwell stapled securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. Fractional Entitlements (arising if your holding is not divisible by 12) will be rounded down to the nearest whole new Security.

Eligible Retail Securityholders may also apply for Additional new Securities (that is, new Securities in excess of their Entitlement) under the Retail Entitlement Offer. Please note that Additional new Securities will only be allocated to Eligible Retail Securityholders if and to the extent that Cromwell so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any Additional new Securities will be limited to the extent that there are sufficient Additional new Securities from Eligible Retail Securityholders who do not take up their full Entitlements. Cromwell may apply any scale-back to the allocation of Additional new Securities (in its absolute discretion). This means any application for Additional new Securities may not be successful (wholly or partially). The decision of Cromwell on the number of Additional new Securities to be allocated to you will be final.

Any Additional new Securities applied for, if allocated to you, will be issued on 25 June 2013.

new Securities (and Additional Securities, if any) issued under the Retail Entitlement Offer will rank equally with Cromwell’s existing stapled securities.

The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up in certain circumstances, for example, where you are holding Cromwell stapled securities on behalf of a U.S. Person (see definition of Eligible Securityholder in Important Information).

Nominees

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders (as defined in the Important Information section of this booklet). Cromwell is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of existing Cromwell stapled securities. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Any person in the United States or any person that is or is acting for the account or benefit of a U.S. Person with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement on behalf of that person or send any materials into the United States or to any person it knows to be a U.S. Person. Cromwell is not able to advise on foreign laws.

nominees and custodians who hold Cromwell stapled securities as nominees or custodians will have received, or will shortly receive, a letter from Cromwell in respect of the Retail Entitlement Offer. nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to eligible institutional Securityholders who were invited to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not) or Ineligible Securityholders.

2. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

If you have any doubt about whether you should invest in the Retail Entitlement Offer, you should seek financial, taxation or other professional advice without delay. In particular, please refer to Appendix C titled ‘Key Risks’ of the Equity Raising Presentation included in this booklet.

3. How to take up all or part of your Entitlement and apply for Additional New Securities

If you decide to take up all or part of your Entitlement or to take up all of your Entitlement and apply for Additional new Securities, please either:

complete and return the Entitlement and Acceptance Form with the requisite application monies (by cheque, bank draft or money order) to the Registry; or
pay your application monies via BPAY[®] pursuant to the instructions set out on the Entitlement and Acceptance Form (which includes the BPAY[®] Biller Code and your unique Customer Reference number (CRN)).

Please note that you have the opportunity to be allocated new Securities at the same time as eligible institutional securityholders on 7 June 2013 if you take up all or part of your Entitlement and make payment of the requisite application monies to the Registry no later than 5.00pm (AEST) on the Early Retail Closing Date, which is 6 June 2013.

If cleared funds are not received by the Registry by that time the Registry will retain your payment and process your application as part of the Retail Entitlement Offer as though you submitted your payment after the Early Retail Closing Date. If this occurs, your new Securities will be issued to you on 25 June 2013.

If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer, being 5.00pm (AEST) on 17 June 2013, but after 5.00pm (AEST) on the Early Retail Closing Date, you will be issued your new Securities (and Additional new Securities, if applicable to you) on 25 June 2013.

Cromwell will only be able to determine what, if any, Additional new Securities are available for issue after the close of the Retail Entitlement Offer, therefore, any Additional new Securities to be issued to you will only be issued on 25 June 2013, even if you have taken up all or part of your Entitlement to new Securities before the Early Close Date.

Other than the extent to which Additional new Securities have been issued to you, any surplus application monies received for more than your Entitlement will be refunded after the close of the Retail Entitlement Offer (except for where the amount is less than $2.00, in which case it will be donated to a charity chosen by Cromwell).

no interest will be paid to Eligible Retail Securityholders on any application monies received or returned (wholly and partially).

a) Payment by Cheque, Bank Draft or Money Order

Eligible Retail Securityholders wishing to take up all or part of their Entitlement or take up all of their Entitlement and apply for Additional new Securities, and make payment by way of a cheque, bank draft or money order should mail (in the reply paid envelope provided or to the address provided below) or hand deliver (to the address below) their completed Entitlement and Acceptance Form together with payment by way of a cheque, bank draft or money order.

Your cheque, bank draft or money order must be:

in Australian currency drawn on an Australian branch of
a financial institution;
for an amount equal to $1.00 multiplied by the number of new Securities, and if applicable, Additional new Securities that you are applying for; and
payable to Cromwell Property Group and crossed ‘not
negotiable’.

Cash payments will not be accepted. Receipts for payment will not be issued.

If you are paying by cheque, bank draft or money order, your agreement to issue new Securities (or Additional new Securities, if applicable) to you following receipt of your Entitlement and Acceptance Form is conditional on your cheque, bank draft or money order in payment of the application monies for those new Securities (and Additional new Securities, if applicable) being honoured on first presentation.

Your personalised Entitlement and Acceptance Form and

payment must both be received by no later than:

(a) 5.00pm (AEST) on the Early Retail Closing Date, 6 June 2013; or
(b) 5.00pm (AEST) on 17 June 2013.

Mail to:

Cromwell Property Group Retail Entitlement Offer C/- Link Market Services Limited

Locked Bag 3415 Brisbane QLD 4001 Australia

Hand deliver to:

Cromwell Property Group Retail Entitlement Offer C/- Link Market Services Limited 1A Homebush Drive Rhodes nSW 2138 Australia

b) Apply via BPAY[®]

For payment by BPAY[®] please follow the instructions on the Entitlement and Acceptance Form. You should be aware that your financial institution may implement earlier cut off times with regards to electronic payments and you should therefore take this into consideration when making your payment. You should instruct payment well before:

(a) 5.00pm (AEST) on the Early Retail Closing Date, 6 June 2013, if you want to receive your new Securities at the same time as eligible institutional securityholders will receive their new Securities; or
(b) 5.00pm (AEST) on the Retail Entitlement Offer closing date of 17 June 2013 to enable its receipt before the Retail Entitlement Offer closes.

For payment by BPAY[®] , an Entitlement and Acceptance Form is not required to be lodged with the Registry.

Cromwell will treat you as applying for as many new Securities as your BPAY[®] payment will pay for. Any amount received by Cromwell in excess of the amount required to be paid for by you to apply for your full Entitlement (Excess Amount) may be treated by Cromwell as an application for as many Additional new Securities as your Excess Amount will pay for. Your application for Additional new Securities may not be successful (wholly or partially). The decision of Cromwell on the number of new Securities to be allocated to you will be final. Any surplus application monies received for more than your final allocation of new Securities and Additional new Securities, if applicable, will be refunded without interest.

You can only make a payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions.

When completing your BPAY[®] payment, please be sure to use the specific Biller Code and unique CRn provided on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the CRn specific to the Entitlement on that form.

If you inadvertently use the same CRn for more than one of your Entitlements, you will be deemed to have applied only for new Securities (and Additional new Securities, if any) on the Entitlement to which that CRn applies.

By completing and returning your personalised Entitlement and Acceptance Form or by making a payment of application monies through BPAY[®] , you will make, or be deemed to have made, the declarations set out in the personalised Entitlement and Acceptance Form.

Please do not use the hand delivery address for mailing purposes.

4. Acceptance of the Retail Entitlement Offer

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY[®] , you will be deemed to have represented that you are an Eligible Retail Securityholder (as defined in the Important Information section of this booklet).

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY[®] , you will also be deemed to have represented on behalf of each person on whose account you are acting that:

you and each person on whose account you are acting are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person;

5. Confirmation of your application and managing your holding

You may access information on your holding, including your Record Date balance and the issue of new Securities or Additional new Securities (if applicable) under the Retail Entitlement Offer, and managing the standing instructions the Registry records on your holding on the Link Market Services at www.linkmarketservices.com.au. To access the website you will need your Security Reference number (SRN) or Holder Identification number (HIN) as shown on your Issuer Sponsored/CHESS statements, your postcode or country registered against the holding and you will need to pass the security challenge on the site.

you and each person on whose account you are acting acknowledge that none of the Entitlements, the new Securities or the Additional new Securities (if any) have been and none of them will be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction and accordingly, the Entitlements, the new Securities and the Additional new Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and
you and each person on whose account you are acting have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person.

ASX Announcement: Portfolio Acquisition

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ASX Announcement
22 May 2013
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Cromwell Property Group announces $405m acquisition

Cromwell Property Group (ASX: CMW) has entered into unconditional agreements to purchase a portfolio of seven office assets from the NSW State Government (NSW Portfolio), with settlement anticipated to occur in mid June 2013. The total consideration for the NSW Portfolio is $405 million, which represents an attractive initial portfolio yield of 9.0%. 68% of the NSW Portfolio is leased to Government Property NSW with an overall NSW Portfolio WALE of 10.0 years, increasing Cromwell’s weighted average lease expiry and exposure to high quality Government tenants. The NSW Portfolio comprises three Sydney CBD assets ($316m) and four regional NSW assets ($89m) and is expected to enhance Cromwell's existing portfolio quality and provide additional weighting to the Sydney and broader NSW office market. Cromwell CEO, Paul Weightman said, “The acquisition of the NSW Portfolio is consistent with our strategy of providing secure, steadily growing distributions to investors through the management of a portfolio of high quality assets with a long weighted average lease expiry. The NSW Portfolio significantly increases our investment portfolio to over $2.3 billion, improves the WALE to 6.7 years and increases exposure to the Sydney office market.” ENDS. Media Enquiries: Cromwell Securityholder Enquiries: Paul Weightman Investor Services Centre Managing Director/CEO 1800 334 533 (within Australia) +61 411 111 028 +61 7 3225 7777 (outside Australia) [email protected] [email protected]

This announcement contains certain “forward-looking” statements. The words “anticipated”, expected”, “could”, “may”, “target”, “consider” and “will” and other similar expressions are intended to identify forward looking statements. Forward-looking statements provided are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law, Cromwell 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. Past performance information given in this announcement is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. An investment in Cromwell stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Cromwell, including possible delays in repayment and loss of income and principal invested. Cromwell does not guarantee any particular rate of return or the performance of Cromwell nor do they guarantee the repayment of capital from Cromwell or any particular tax treatment. This announcement is not an offer or an invitation to acquire Cromwell stapled securities or any other financial products in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. This announcement is not a prospectus, product disclosure statement or other disclosure document under Australian law. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account of benefit of, any ‘U.S. person’ (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ( Securities Act )) ( U.S. Person ). Cromwell stapled securities have not been, and will not be, registered under the 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 any U.S. Person without being so registered or pursuant to an exemption from registration.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Further information and media releases can be found at the Cromwell website: www.cromwell.com.au

ASX Announcement: Launch of Equity Raising

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ASX Announcement
23 May 2013
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Cromwell announces $250m equity raising

Cromwell Property Group (ASX code: CMW) today announces a $250 million equity raising to partly fund the acquisition of a portfolio of office assets from the New South Wales (NSW) State Government (as announced to ASX on 22 May 2013) and to repay existing debt.

Highlights

$405 million acquisition of a portfolio of seven office assets (NSW Portfolio) from the NSW State Government (Acquisition)
$250 million equity raise at $1.00 per Cromwell stapled security (Issue Price) (Equity Raising)
A new 3 year debt facility of up to $260 million[1] to partly fund the Acquisition. Cromwell anticipates drawing this facility to $200 million
Acquisition and Equity Raising expected to be operating earnings neutral for FY13 and accretive for FY14
FY13 guidance of 7.5 cents EPS and 7.25 cents DPS
FY14 guidance of 8.0 cents EPS and 7.5 cents DPS
Pro forma Gearing[2] of 43%, in line with target gearing level

Details of the Equity Raising

Cromwell is undertaking an underwritten Equity Raising to raise $250 million at an Issue Price of $1.00 per new Cromwell stapled security (New Security). The Issue Price represents a 3.4% discount to the last closing price and a 3.8% discount to the five-day volume weighted average price of existing Cromwell stapled securities (Securities) on ASX between 16 May and 22 May 2013.

At the Issue Price, the New Securities are expected to provide a FY14 EPS and DPS yield of 8.0% and 7.5% respectively.

The Equity Raising will be by way of:

a placement of approximately $128 million offered to institutional investors (Placement)[ 3] ; and
a 1 for 12 non-renounceable pro-rata entitlement offer to existing eligible Securityholders to raise approximately $122 million (Entitlement Offer) comprising:

1 The new debt facility is credit approved but remains subject to agreement and execution of final documentation.

2 In this announcement, all pro forma financial data gives effect to the pro forma adjustments listed on slide 21 of the Acquisition and Equity Raising Presentation accompanying this announcement and released to ASX on 23 May 2013 as though they had occurred 3on 31 December 2012 and Gearing is defined as (total borrowings less cash) / (total tangible assets less cash). Securities issued under the Placement will not be entitled to participate in the Entitlement Offer

Further information and media releases can be found at the Cromwell website: www.cromwell.com.au

Cromwell Property Group (ASX:CMW) ASX Announcement 23 May 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

o an accelerated Institutional Entitlement Offer[4] of approximately $65 million; and

o a Retail Entitlement Offer of approximately $57 million

The Placement and Institutional Entitlement Offer are expected to settle on 7 June 2013. The Retail Entitlement Offer will be open from 31 May 2013 to 17 June 2013[5] .

Cromwell retail Securityholders with a registered address in Australia, New Zealand or South Africa as at 7.00pm (AEST) 28 May 2013 (Record Date) (Eligible Retail Securityholders)[6] , will be entitled to participate in the Retail Entitlement Offer at the same Issue Price as the Institutional Entitlement Offer and on the terms, and subject to the conditions, set out in the booklet to be sent to Eligible Retail Securityholders shortly (Retail Offer Booklet). Eligible Retail Securityholders may also apply for New Securities in excess of their entitlement (subject to scale back at Cromwell’s discretion as described in the Retail Offer Booklet).

New Securities issued will rank equally with existing Cromwell Securities and have full entitlement to the June 2013 quarterly distribution.

The Entitlement Offer is non-renounceable and rights will not be tradeable on ASX or otherwise transferable. Eligible Securityholders who do not take up their entitlement under the Entitlement Offer in full or in part, will not receive any value in respect of those entitlements that they do not take up.

Redefine[7] , Cromwell’s largest Securityholder, has committed to take up its pro rata entitlement under the Entitlement Offer and pro rata share of the Placement, so as to maintain its interest in Cromwell at approximately 26%.

The Acquisition

As announced on 22 May 2013, Cromwell has entered into unconditional agreements to purchase a portfolio of seven office assets from the NSW State Government, with settlement anticipated to occur in mid June 2013. The total consideration for the NSW Portfolio is $405 million, which represents an attractive initial portfolio yield of 9.0%.

68% of the NSW Portfolio is leased to Government Property NSW with an overall NSW Portfolio WALE of 10.0 years, increasing Cromwell’s weighted average lease expiry and exposure to high quality Government tenants.

The NSW Portfolio comprises three Sydney CBD assets ($316m) and four regional NSW assets ($89m) and is expected to enhance Cromwell's existing portfolio quality and provide additional weighting to the Sydney and broader NSW office market.

Cromwell CEO, Paul Weightman said, “The acquisition of the NSW Portfolio is consistent with our strategy of providing secure, steadily growing distributions to investors through the management of a portfolio of high quality assets with a long weighted average lease expiry. The

4 Under the Institutional Entitlement Offer, New Securities in respect of institutional entitlements not subscribed for, as well as the right to subscribe for New Securities which would otherwise have been offered to ineligible Securityholders, will be placed into an institutional bookbuild at the Issue Price.

5 Retail Securityholders will be given the opportunity to have New Securities issued to them at the same time as New Securities are issued to institutional Securityholders under the accelerated Institutional Entitlement Offer. Further details are available in the Retail Offer Booklet

6 Other eligibility criteria will be set out in the Retail Offer Booklet

7 Redefine refers to Redefine Properties Limited and Redefine Australian Investments Limited, or either of them, as applicable. The commitment by Redefine is not underwritten. Redefine’s participation in the Entitlement Offer will occur in the Institutional Entitlement Offer

Page 2 of 5

Cromwell Property Group (ASX:CMW) ASX Announcement 23 May 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NSW Portfolio significantly increases our investment portfolio to over $2.3 billion, improves the WALE to 6.7 years and increases exposure to the Sydney office market.”

Financial impact of the Acquisition and Equity Raising

The Acquisition and Equity Raising are expected to be operating earnings neutral for FY13 and accretive for FY14.

EPS and DPS guidance for FY13 remain unchanged at 7.5 cents and 7.25 cents respectively.

FY14 EPS guidance following completion of the Acquisition and Equity Raising is 8.0 cents, with FY14 DPS increasing to 7.5 cents.

Pro forma NTA is expected to increase from $0.68 to $0.71 per Security.

Pro forma Gearing is expected to be maintained at 43% (including cash of approximately $150m) following the completion of the Acquisition and Equity Raising, ensuring that Cromwell will be well positioned to take advantage of future opportunities as they arise.

Additional information

Further information in relation to the Acquisition and the effect that this and the Equity Raising will have on Cromwell's financial position and performance can be found in the presentation given to ASX by Cromwell today.

Potential further acquisitions

Cromwell is currently in exclusive due diligence discussions in relation to the acquisition of a number of predominantly office assets. These assets may be acquired on balance sheet or for unlisted property funds managed by Cromwell. Any acquisition or other transaction opportunity, is conditional on a number of items, including due diligence, negotiation of transaction documents and Cromwell Board approval. Should Cromwell progress with any acquisition, or other transaction opportunity, an announcement will be made at the appropriate time, if required.

Page 3 of 5

Cromwell Property Group (ASX:CMW) ASX Announcement 23 May 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Indicative timetable

Key Event	Date1
Trading Halt	Wednesday, 22 May 2013
Announcement of Acquisition and Equity Raising	Thursday, 23 May 2013
Placement And Institutional Entitlement Offer Opens	Thursday,23 May 2013
Placement And Institutional Entitlement Offer Closes	Friday, 24 May 2013
Trading Recommences	Monday, 27 May 2013
Record Date To Determine Entitlements	7.00pmTuesday, 28 May 2013
Retail Entitlement Offer Opens	Friday, 31 May 2013
Last Date For Receipt Of Early Retail Entitlement Offer Applications	5.00pm Thursday, 6June 2013
Settlement of New Securities under Institutional Placement & Entitlement Offer and early Retail Entitlement Offer Acceptances	Friday, 7 June 2013
Issue Of New Securities Under Institutional Placement & Entitlement Offer And Early Retail Entitlement Offer Acceptances	Tuesday, 11 June 2013
Retail Entitlement Offer Closes	5.00pm Monday,17 June 2013
Settlement of New Securities Under Retail Entitlement Offer	Monday, 24 June 2013
Issue Of New Securities Under Retail Entitlement Offer	Tuesday, 25 June 2013

All times and dates in this announcement refer to Australian Eastern Standard Time (AEST)

The above timetable is indicative only and subject to change. Cromwell, in conjunction with the underwriters and subject to the Corporations Act, the ASX Listing Rules and other applicable laws, has the right to vary any of the above dates, including the last date for acceptance of early retail applications and the retail Entitlement Offer closing date, without notice and to accept late applications, in each case, either generally or in particular cases. Cromwell also reserves the right not to proceed with the whole or part of the Entitlement Offer at any time prior to allotment of New Securities under the retail Entitlement Offer. In that event, application money will be returned without interest. The commencement of quotation of New Securities is subject to confirmation from ASX.

Eligible Retail Securityholders are encouraged to carefully read the Retail Offer Booklet for further details relating to the Retail Entitlement Offer. Securityholders who are in any doubt as to how they should respond should consult their stockbroker, accountant or other independent professional adviser without delay.

STOCK LENDING AND OTHER TRANSACTIONS

Cromwell has been provided with a confirmation from ASX that allows it, in determining entitlements under the Entitlement Offer, to ignore any changes in security holdings that occur after the commencement of the trading halt (other than registration of transactions that were effected through ASX Trade before the halt). Accordingly, a person who is a registered Cromwell Securityholder at 7.00pm (AEST) on the Record Date as a result of a dealing that occurred after the commencement of the trading halt (other than registrations of transactions that were effected through ASX Trade before the halt) may not be entitled to receive an entitlement under the Entitlement Offer. If a Cromwell Securityholder has existing Cromwell Securities out on loan at the Record Date, the borrower will be regarded as the Securityholder for the purposes of determining entitlements under the Entitlement Offer (provided that those borrowed securities have not been on-sold).

ENDS.

Media Enquiries: Cromwell Securityholder Enquiries: Paul Weightman Investor Services Centre Managing Director/CEO 1800 334 533 (within Australia) +61 411 111 028 +61 7 3225 7777 (outside Australia) [email protected] [email protected]

Page 4 of 5

Cromwell Property Group (ASX:CMW) ASX Announcement 23 May 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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.

Past performance information given in this announcement is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Cromwell is not licensed to provide financial product advice in respect of Cromwell stapled securities. Cooling off rights do not apply to the acquisition of Cromwell stapled securities.

Page 5 of 5

ASX Announcement: Equity Raising Presentation

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Acquisition & Equity Raising May 2013

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Important Information & Disclaimer

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Disclaimer To the extent that general financial product advice in respect of the issue of conditions. This presentation and its appendices ("Presentation") is dated 23 May 2013 and Cromwell Diversified Property Trust units as a component of the Securities is has been prepared by the Cromwell Property Group, which comprises Cromwell provided in this Presentation, it is provided by CPSL. CPSL and its related bodies Forward-looking statements including projections, indications or guidance on Corporation Limited (ACN 001 056 980) and Cromwell Diversified Property Trust corporate, and their associates, will not receive any remuneration or benefits in future earnings or financial position and estimates are provided as a general (ARSN 102 982 598) of which Cromwell Property Securities Limited (ACN 079 connection with that advice. Directors and employees of CPSL do not receive guide only and should not be relied upon as an indication or guarantee of future 147 809, AFSL 238052) ("CPSL") is the responsible entity. Units in the Cromwell specific payments of commissions for the authorised services provided under its performance. Should one or more of the risks or uncertainties materialize, or Diversified Property Trust are stapled to shares in Cromwell Corporation Limited. Australian financial services licence. They do receive salaries and may also be should underlying assumptions prove incorrect, there can be no assurance that The stapled securities are listed on the Australian Securities Exchange (“ASX”) entitled to receive bonuses, depending upon performance. CPSL is a wholly actual outcomes will not differ materially from these statements. To the fullest (ASX Code: CMW). owned subsidiary of Cromwell Corporation Limited. extent permitted by law, Cromwell Property Group and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or Summary Information Financial Information undertaking to release any updates or revisions to the information to reflect any This Presentation contains summary information about Cromwell Property Group All information is in Australian dollars and all statistics are as at 31 December change in expectations or assumptions. as at 23 May 2013. The information is subject to change without notice and does 2012 unless otherwise stated. Investors should note that this Presentation not purport to be complete or comprehensive. It does not purport to summarise all contains pro forma historical financial information. The pro forma historical An investment in the Securities and the outcome of the matters referred to in information that an investor should consider when making an investment decision. financial information included in this Presentation does not purport to be in forward-looking statements are subject to investment and other known and It should be read in conjunction with Cromwell Property Group's other periodic compliance with Article 11 of Regulation S-X of the rules and regulations of the unknown risks, some of which are beyond the control of Cromwell Property andavailablecontinuousat www.asx.com.au.disclosure announcements lodged with the ASX, which are U.S.certainSecuritiesfinancialanddataExchangeincludedCommission.in this PresentationInvestors shouldare "non-IFRSalso be awarefinancialthat Group,invested.includingPleasepossiblesee "Appendixdelays inCrepayments– Key risks"andsectionloss ofof incomethis Presentationand principalfor information" under ASIC Regulatory Guide 230 Disclosing non-IFRS financial further details. Cromwell Property Group does not guarantee any particular rate The information in this Presentation has been obtained from or based on sources information published by the Australian Securities and Investments Commission of return or the performance of Cromwell Property Group nor do they guarantee believed by Cromwell Property Group to be reliable. To the maximum extent (“ASIC”) and "non-GAAP financial measures" under Regulation G of the U.S. the repayment of capital from Cromwell Property Group or any particular tax permitted by law, Cromwell Property Group, its underwriters, their affiliates, Securities Exchange Act of 1934, as amended. These measures include treatment. Persons should have regard to the risks outlined in this Presentation. officers, employee, agents and advisors do not make any warranty, express or distributions per Security, Gearing, net tangible assets, net tangible assets per implied, as to the currency, accuracy, reliability or completeness of the information Security, EPS yield, DPS yield, capitalisation rates and distribution yield. The Past Performance in this Presentation and disclaim all responsibility and liability for the information disclosure of such non-GAAP financial measures in the manner included in this Past performance information given in this Presentation is given for illustration (including , without limitation , liability for negligence) . Presentation would not be permissible in a registration statement under the U . S . purposes only and should not be relied upon as (and is not) an indication of future Securities Act of 1933, as amended (“Securities Act”). Cromwell Property Group performance. Actual results could differ materially from those referred to in this None of the underwriters, nor any of their respective affiliates, related bodies believes these non-IFRS financial information and non-GAAP financial measures Presentation. corporate, directors, officers, employees, agents or advisers have authorised, provide useful information to users in measuring the financial performance and caused or permitted the issue, submission or dispatch of this Presentation and, conditions of Cromwell Property Group. The non-IFRS financial information and Not an Offer nor do they make any recommendation as to whether any potential investor these non-GAAP financial measures do not have a standardised meaning This Presentation is not an offer or an invitation to acquire new Securities (“New should participate in the offer of securities referred to in this Presentation. None prescribed by Australian Accounting Standards and, therefore, are not measures Securities”) or any other financial products and is not a prospectus, product of them makes or purports to make any statement in this Presentation and there is of financial performance, liquidity or value under the IFRS or U.S. GAAP and may disclosure statement or other offering document under Australian law or any other no statement in this Presentation which is based on any statement by them. not be comparable to similarly titled measures presented by other entities, nor law. It is for information purposes only. This Presentation may not be distributed Further , none of them acce p t an y fiduciar y obli g ation to or relationshi p with an y should the y be construed as an alternative to other financial measures determined or released in the United States. This Presentation does not constitute an offer to investor in connection with the offer of securities or otherwise. in accordance with Australian Accounting Standards. Investors are cautioned, sell, or the solicitation of an offer to buy, any securities in the United States. The therefore, not to place undue reliance on any non-IFRS financial information or New Securities have not been, and will not be, registered under the Securities Act The terms and conditions of the Retail Entitlement Offer will be set out in full in the non-GAAP financial measures and ratios included in this Presentation. or the securities laws of any state or other jurisdiction of the United States, and Retail Entitlement Offer Booklet. In addition, this Presentation contains pro forma financial information, including a may not be offered or sold directly or indirectly in the United States or to, or for the pro forma balance sheet. This Presentation does not include financial statements account or benefit of any person in the United States, unless they have been Cromwell Property Group reserves the right to withdraw or vary the timetable in respect of the portfolio of properties to be acquired by the Cromwell Property registered under the Securities Act or are offered and sold in a transaction exempt included in this Presentation. Group from the NSW State Government. The pro forma financial information does from, or not subject to, the registration requirements of the Securities Act and any not purport to be in compliance with Article 11 of Regulation S-X of the Rules of other applicable US state securities laws. Not Financial Product Advice the U.S. Securities and Exchange Commission. Thi s P resen a t ti on i s no t fi nanc a i l pro d uc t a d v ce i or a recommen d a ti on t o acqu re i NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES . Cromwell Property Group stapled securities (“Securities”). It has been prepared Future Performance without taking into account any investor's objectives, financial position, situation or This Presentation contains "forward-looking" statements. Forward-looking needs. Therefore, before making an investment decision, investors should statements can generally be identified by the use of forward-looking words such consider the appropriateness of the information in this Presentation and have as "anticipated", "expected", "projections", ‘guidance’, ‘forecast", "estimates", regard to their own objectives, financial situation and needs. Investors should "could", "may", "target", "consider", and "will" and other similar expressions and seek such financial, legal or tax advice as they deem necessary or consider include, but are not limited to, earnings and distributions guidance, change in appropriate for their particular jurisdiction. Cromwell Corporation Limited is not NTA, expected gearing, the outcome and effects of the Acquisitions and Equity licensed to provide financial product advice in respect of Cromwell Corporation Raising and the use of proceeds. Forward looking statements, opinions and Limited shares or the Securities . Cooling off rights do not apply to the acquisition estimates are based on assumptions and contingencies which are subject to of the Securities. certain risks, uncertainties and change without notice, as are statements about market and industry trends, which are based on interpretations of current market

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
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Overview
NSW Portfolio Acquisition
Equity Raising
Summary of key risks
Appendix A – Pro forma balance sheet
Appendix B – Portfolio summary
Appendix C – Key risks
Appendix D – Control implications
A pp endix E – International sellin g restrictions
Glossary

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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S ec ti on 1
Overview
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 3
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Overview[1]


Acquisition			Cromwell has entered into unconditional agreements to acquire a portfolio of seven office	assets (NSW Portfolio) from the New South
			Wales(NSW)State Government
			 Total portfolio purchase price of $405 million representing an initial yield of 9.0%
			 Combination of three Sydney CBD assets and four regional NSW assets
			 WALE of 10 years with 68% leased to the NSW State Government
Transaction			Underwritten equity raising of $250 million (Equity Raising) to partly fund the Acquisition
funding			 $128 million placement to existing and new institutional investors (Placement); and
			 $122 million non-renounceable accelerated entitlement offer (Entitlement Offer)
			f $ S % f 2 Issue price o 1.00 per New ecurity, representing a 3.8 discount to the ive-day VWAP
			New Securities will rank pari passu with existing Securities with full entitlement to June 2013 distribution
			$260 million three-year debt facility negotiated with major Australian bank3
Transaction			Transaction is earnings neutral in FY13 and accretive for FY14
impact			FY13 guidance of 7.5 cents EPS and 7.25 cents DPS
			FY14 guidance of 8.0 cents EPS and 7.5 cents DPS
			Pro forma Gearing4 of 43%
1)	Equity Raising (including the underwriting arrangements and use of proceeds), Acquisitions, transaction impact and capital management subject to the key risks set out in Appendix C
2)	VWAP in this Presentation is calculated over the period 16 May to 22 May 2013 as the total five-day volume divided by the five-day total value of Securities sold on ASX up			to and including that date.
3)	NSW Portfolio debt facility is credit approved but remains subject to agreement and execution of final documentation Facility is expected to be drawn to $200 million , .
4)	Gearing calculated as (total borrowings less cash)/(total tangible assets less cash). Other than where noted otherwise, pro forma data in this Presentation gives effect to the Transaction and other pro forma adjustments as though they
	occurred on 31 December 2012 – see Appendix A for further details. All property statistics are current as at 31 March 2013
Cromwell Property Group			NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES		4

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Benefits of the Acquisition and Equity Raising

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Continued portfolio  The acquisition of the NSW Portfolio will increase Cromwell’s investment property portfolio from $1.9 billion to $2.3 billion
and income  Consistent with strate gy of defensive office p ro p ert y with hi g h q ualit y lease covenants
enhancement  Improved WALE from 5.9 years to 6.7 years on a pro forma basis
 Exposure to Government tenants increased from 38% to 44%
 NSW exposure up to 37% (from 21%) to take advantage of expected yield compression
 Portfolio provides potential future upside from re-leasing, redevelopment and funds management opportunities
Prudent  Pro forma Gearing unchanged 43%
capital  Increased liquidity is anticipated to continue and may result in future inclusion in the S&P/ASX 200
management
WALE peer comparison (Years) CMW pro forma geographic diversification [1] CMW pro forma sector diversification [1]
8 5% 3%
19% 20%
6 1% VIC
TAS Retail
4 6.7 1% SA Office
2 4 . 6 4 . 7 5 . 0 QLD Industrial
NSW
0 IOF CPA DXS CMW 37% 22% ACT 92%
CPA: Commonwealth Property Office Fund; DXS: Dexus Property Group (exc. non - office assets); IOF: Investa Office Fund (Australian portfolio only)
Source: Company filings
1. By gross income
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 5
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NSW Portfolio overview

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The NSW Portfolio consists of seven assets being sold by the NSW State Government
The total consideration for the NSW Portfolio is $405 million which represents an initial portfolio yield of 9 . 0% and an average value of $4,690 psm
Other than Symantec House, the majority of the portfolio is being sold with new 15 year leases (5 years for Bligh House) to the NSW State Government with additional options to extend and regular market rental reviews
The acquisition of the NSW Portfolio is expected to settle mid June 2013

	NLA			Passing	Value1	Value1	Initial	Value
Property	(sqm)	WALE	Occupancy	NOI ($m)		($m)	Yield	$psm
Symantec House	21,107	3.9	94%	11.9	$133.0		9.0%	$6,303
McKell Building	25,251	15.0	100%	11.0	$130.0		8.5%	$5,148
Bligh House	9,964	4.9	100%	5.1		$53.0	9.6%	$5,319
Penrith	8,437	15.0	100%	2.4		$28.7	8.3%	$3,402
Wollongong	9,070	14.9	100%	2.6		$23.9	10.9%	$2,635
Queanbeyan	6,300	15.0	100%	2.0		$22.6	8.7%	$3,587
Newcastle	6,236	15.0	100%	1.6		$13.8	11.3%	$2,213
Total/weighted average	86,365	10.0	98%	36.6	$405.0		9.0%	$4,690

1) Price paid for NSW Portfolio supported by independent valuations

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Sources and application of funds

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The Acquisition will be funded using a combination of a new debt facility and equity
Credit approved three year debt facility of up to $260 million has been negotiated, subject to agreement and execution of final documentation
Facility expected to be drawn to $200 million
Sufficient funding capacity to take advantage of future growth opportunities
Repayment of approximately $81 million of higher cost debt
Pro forma Gearing maintained at 43%
Cromwell is also in exclusive due diligence in relation to a number of predominantly office assets which may be acquired on balance sheet or for unlisted property funds[1]


	Sources		Applications
	Equity Raising	$250m	NSW Portfolio Acquisition	$405m
	NSW Portfolio Debt Facility	$200m	Acquisition Costs	$24m
	Cash	$66m	C Equity Raising osts	$ 6m
	Total Sources	$516m	Debt Reduction	$81m
			Total Applications	$516m
1)	No final decision has been made in relation to any further acquisitions. Any transaction is conditional upon a number of factors, including negotiation of transaction documents, final due diligence and Board approval. Should a
	transaction occur, Cromwell will make an announcement at the appropriate time, if necessary

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 7
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S ec ti on 2 NSW Portfolio

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NSW Portfolio – Symantec House

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A-grade Sydney office building occupying a prominent position on Kent Street, Sydney overlooking Darling Harbour
Adjacent to Sydney’s new office precinct at Barangaroo
Will benefit from improved access and facilities
Attractive rental compared to Barangaroo
Current 5 star NABERS energy rating
Multi-tenanted buildin g with 94.2% current occu p anc y and 3.9 year[1] WALE

	Multi-tenanted buildingwith 94.2% current occupancy and 3.9 year1 WALE
	Upside potential through active re-leasing and asset	Building Metrics
	repositioning strategy	Asset Quality	A-Grade
		OwnershipInterest	71yr leasehold
		Rental Growth	80% NLA fixed at average of 4.1%
		NLA	21,107sqm
		Car Parks	145
			Symantec, Sydney Ports, HLB Mann Judd,
		Major Tenants	Australian Wealth Management
		Occupancy	94.2%1
		WALE (by income)	3.9 years1

1) WALE and occupancy assume new 5 year lease to IOOF
Cromwell Property Group	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NSW Portfolio – McKell Building

Significant B-grade 23 level high-rise office tower located on Rawson Place, Sydney
100% leased to the NSW State Government for a period of 15 years with two further 5 year options
Central position in one of Sydney’s most accessible locations on Rawson Place at the southern end of the CBD
Close proximity to Central station
T yp ical floor p late of 1 , 240 s q m with efficient central core

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	Typical core	flo	orp	late of 1,2	40 sqm	with efficient cen	tral
	Current	4	star	NABERS	energy	rating	Building Metrics Asset Quality		B-Grade
							Ownership Interest		100% freehold
							Rental Growth	Biannual Market Review (8% max and 0% min)
							NLA		25,251sqm
							Car Parks		35
							Major Tenant		Government Property NSW (100%)
							Occupancy		100%
							WALE (by income)		15 0 years .

Cromwell Property Group

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NSW Portfolio – Bligh House

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 Bligh House is a 17 level commercial building located
on Bligh St in the Sydney CBD
 95% leased to the NSW State Government for a
period of 5 years
 Current 4 star NABERS energy rating
 Given strategic Sydney CBD location, opportunity to
further refurbish or redevelop in the future
Building Metrics
Asset Quality B-grade
Ownership Interest 100% freehold
R en a t l G row th Bi annua l M ar k e t R ev ew i (8% max an d 0% m n i )
NLA 9,964sqm
Car Parks 21
Major Tenant Government Property NSW (95%)
Occupancy 100%
WALE (b y ncome i ) 4 . 9 years
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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11
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Cromwell Property Group

NSW Portfolio – Regional assets

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NSW Portfolio – Regional assets	NSW Portfolio – Regional assets
	 Portfolio of 4 regional NSW assets all leased to Government Property NSW 3 1
	 A t ll f t f NSW St t G t d sse s a orm par o a e overnmen e- centralisation strategy providing long term 15 year leases with two further 5 year options  Increases Cromwell’s exposure to NSW and provides
	future portfolio repositioning or funds management opportunities 2 4
	Building Metrics 1. Station St Penrith 2. Crown St Wollongong 3. Farrer Place Quanbeyan 4. Bull St Newcastle
	, , , , Asset Quality A-grade B-grade A-grade B-grade Ownership Interest 100% freehold 100% freehold 100% freehold 100% freehold Rental Growth Biannual Market Review (8% max and 0% min) Biannual Market Review (8% max and 0% min) Biannual Market Review (8% max and 0% min) Biannual Market Review (8% max and 0% min) NLA 8437 9070 6300 6236
	sqm sqm sqm sqm , , , , Car Parks 121 144 109 132 Major Tenant Government Property NSW (100%) Government Property NSW (99%) Government Property NSW (100%) Government Property NSW (100%) Occupancy 100% 100% 100% 100%
	WALE (by income) 15 0 years 14 9 years 15 0 years 15 0 years mwell Property Group 12 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES . . . . NABERS Energy Rating 4.5 4.5 4.5 4.5
Cro

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S ec ti on 3 Equity Raising

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Cromwell Property Group

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Equity Raising pricing metrics

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 New Securities will be offered at $1.00 per Security FY14 CMW pro forma EPS yield [3]
10%
 3.4% discount to last closing price of $1.035 [1] 130 bps premium
8% Peer average 6.7%
 3.8% discount to five-day VWAP of $1.040 [2]
6%
 Based on the issue price of $1.00 and EPS and DPS guidance for 4% 6.7% 6.8% 6.8% 7.2% 7.4% 8.0%
FY14, New Securities are being offered on an expected 2% 5.5%
 FY14 EPS y ield of 8.0% 0%
BWP SCP IOF DXS CQR CPA CMW
 FY14 DPS yield of 7.5%
FY14 CMW pro forma DPS yield [3]
10%
8% 180 bps premium
Peer average 5.7%
6%
4% 7.5%
BWP: BWP Trust; CPA: C’wealth Property Office Fund; CQR: Charter Hall Retail REIT; DXS: Dexus Property Group; IOF: 5.2% 5.4% 5.5% 5.8% 5.9% 6.5%
Investa Office Fund; SCP: SCA Property Group 2%
1) Market close on 22 May 2013
23) ) VWAP over the Source: Broker earnings and distributions estimates for FY14. Cromwell EPS and DPS yields are FY14 EPS and FY14 p eriod 16 Ma y to 22 Ma y 2013 0% DXS BWP IOF SCP CPA CQR CMW
DPS at the issue price of $1.00. Peer pricing as at 22 May 2013
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 14
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Equity Raising structure

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Underwritten Equity Raising of $250 million via a combination of Placement and non-renounceable Entitlement Offer
Issue price of $1.00, representing a 3.8% discount to five - day VWAP
All New Securities issued under the Equity Raising will rank pari passu with existing Securities with full entitlement for the June 2013 quarter distribution
Redefine has committed to take up its pro rata entitlement under and Entitlement Offer and pro rata share of the Pl acemen t[1]
Placement  Institutional Placement to raise $128 million offered to existing and new institutional investors
- Securities issued under the Placement will not give rise to entitlements under the Entitlement Offer

Entitlement  1 for 12 underwritten accelerated non-renounceable Entitlement Offer of $122 million Offer  Record date is 7.00pm Tuesday, 28 May 2013  Entitlement Offer will involve an accelerated Institutional Entitlement Offer and a Retail Entitlement Offer – see slide 16

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1) References to Redefine are to both or either of Redefine Properties Limited and Redefine Australian Investments Limited (as applicable). Redefine currently hold c. 26% of Securities on issue. The commitment by Redefine is not underwritten.

Cromwell Property Group

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Entitlement Offer structure

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Underwritten Entitlement Offer to comprise an accelerated Institutional Entitlement Offer and a Retail Entitlement Offer
Institutional  Accelerated Institutional Entitlement Offer of approximately $65 million Entitlement  New Securities in respect of institutional entitlements not subscribed for (and the right to subscribe for Offer New Securities which would otherwise have been offered to ineligible Securityholders[1] ) will be placed into the institutional bookbuild

Retail

Entitlement Offer

 Retail Entitlement Offer of approximately $57 million

 Retail Entitlement Offer opens Friday, 31 May 2013 and closes at 5.00pm Monday, 17 June 2013[2]  Eligible retail Securityholders[1] may apply for New Securities in excess of their entitlements (subject to scale back as described in the Retail Offer Booklet)

1) See the retail offer booklet to be distributed to eligible retail Securityholders, dated on or about Friday, 31 May 2013, for eligibility criteria for participation in the Entitlement Offer. Generally, the Institutional Entitlement Offer is open to institutional investors with a registered address in Australia, New Zealand and the jurisdictions referred to in Appendix E (if the requirements in that Appendix E are met), while the Retail Entitlement Offer is open to eligible retail Securityholders with a registered address in Australia, New Zealand, or South Africa who are not in the United States and are not acting for the account or benefit of a person in the United States. The underwriters may enter into sub - underwriting agreements in respect of the Retail Entitlement Offer.

2) New Securities will be issued to eligible retail Securityholders under the timetable for the Institutional Entitlement Offer whose applications have been received by no later than 5.00pm on Thursday, 6 June 2013

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Equity Raising timetable

Equity Raising timetable	Equity Raising timetable
	Key Event Date1

	Trading Halt Wednesday, 22 May 2013 Announcement of Acquisition and Equity Raising Thursday, 23 May 2013 Placement And Institutional Entitlement Offer Opens Thursday, 23 May 2013
	Placement And Institutional Entitlement Offer Closes Friday, 24 May 2013 Trading Recommences Monday, 27 May 2013 Record Date To Determine Entitlements 7.00pm Tuesday, 28 May 2013
	Retail Entitlement Offer Opens Friday, 31 May 2013 Last Date For Receipt Of Early Retail Entitlement Offer Applications 5.00pm Thursday, 6 June 2013 Settlement of New Securities under Institutional Placement & Entitlement Offer and early Retail Entitlement Offer Acceptances Friday, 7 June 2013
	Issue Of New Securities Under Institutional Placement & Entitlement Offer And Early Retail Entitlement Offer Acceptances Tuesday, 11 June 2013 Retail Entitlement Offer Closes 5.00pm Monday,17 June 2013 Settlement of New Securities Under Retail Entitlement Offer Monday, 24 June 2013
	Issue Of New Securities Under Retail Entitlement Offer Tuesday, 25 June 2013
1) Dates and times in this presentation are indicative only and subject to change. All times and dates refer to AEST. Cromwell reserves the right with the consent of the underwriters, subject to the Corporations Act, ASX listing rules and other applicable laws, to vary the dates of the Entitlement Offer without prior notice, including extending the Entitlement Offer or accepting late applications,eithergenerallyor inparticular cases,or to withdraw the Entitlement Offer withoutprior notice. No cooling‐off rights applyto applications submitted under the Entitlement Offer. Cromwell Property Group 17 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

1) Dates and times in this presentation are indicative only and subject to change. All times and dates refer to AEST. Cromwell reserves the right with the consent of the underwriters, subject to the Corporations Act, ASX listing rules and other applicable laws, to vary the dates of the Entitlement Offer without prior notice, including extending the Entitlement Offer or accepting late a pp lications , either g enerall y or in p articular cases , or to withdraw the Entitlement Offer without p rior notice. No coolin g ‐ off ri g hts a pp l y to a pp lications submitted under the Entitlement Offer.

Cromwell Property Group

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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S ec ti on 4 Summary of key risks

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Summary of key risks

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Due diligence
Documentation
Future acquisitions
Competition
Equity Raising
Change in value and income of investment properties
Property market
Changes in accounting policy
General economic conditions
Taxation implications
Regulatory issues and changes in law
Funding
Refinancing requirements
Interest rates and financial instruments
Debt covenants
Environmental matters
Inflation
Insurance
Leasing and tenant defaults
Investment in funds and joint ventures
Market price
Development
Realisation of assets
Counterparty/credit
Fixed nature of significant costs
Forward looking statements and financial forecasts
Employees
Litigation and disputes
Occupational, health and safety

Cromwell Property Group

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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A ppen di x A

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Pro forma balance sheet and capital management

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Pro forma balance sheet

Pro forma balance sheet	Pro forma balance sheet	Pro forma balance sheet	Pro forma balance sheet	Pro forma balance sheet
				Dec 12 Pro Forma (Post Transaction)

	A$m 31/12/2012 Actual Post Balance Date Adjustments	Dec 12 Pro Forma (Pre Transaction) Transaction Adjustments		Dec 12 Pro Forma (Post Transaction)
	Cash and Cash Equivalents 140.5 77.6 Loans Receivable - Associates 19.6 (19.6) Investment Properties 1,938.7 (42.5)		(66.8) - 405.0

		218.2		151.4
		-		-
		1,896.2		2,301.2
	Other Assets 18 9 . - TOTAL ASSETS 2,117.7 15.5 Trade and Other Payables (22.7) - Distribution/Dividend Payable (22.9) 2.8	18 9 .	- 338.2 - -	18 9 .

		2,133.2		2,471.4

		(22.7)		(22.7)
		(20.1)		(20.1)
	Derivative Financial Liabilities (45.1) - Borrowings (1,060.4) 23.7 Other Liabilities (12.5) - TOTAL LIABILITIES (1,163.5) 26.5	(45.1)	- (118.8) - (118.8)	(45.1)
		(1,036.7)		(1,155.4)
		(12.5)		(12.5)

		(1,137.1)		(1,255.8)
	NET ASSETS 954.1 42.0		219.5
		996.1		1,215.6

	KEY BALANCE SHEET METRICS Securities on Issue('000) 1,407,705 53,278		250,000

		1,460,982		1,710,982
	NTA $0.68 NTA Excluding Interest Rate Swaps $0.71 Gearing (Net debt / total assets less cash) 46.5%	$0.68		$0.71
		$0.71		$0.74
		42.7%		43.3%
1) Post balance date adjustments include: Issue of 50.0m Securities under Share Purchase Plan announced in December 2012 ($39.2m), issue of 3.3m Securities under DRP ($2.8m), repayment of loan to Cromwell Box Hill Trust ($19.6m), sale of Grenfell Street, Adelaide ($42.5m net of sales costs), and repayment of associated debt of $23.7m Cromwell Property Group 21 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 2) Transaction adjustments include: issue of 250m New Securities to raise $250m under the Equity Raising, the acquisition of the NSW Portfolio ($405m), drawdown of a new $200m debt facility and repayment of $81m of existing debt facilities

1) Post balance date adjustments include: Issue of 50.0m Securities under Share Purchase Plan announced in December 2012 ($39.2m), issue of 3.3m Securities under DRP ($2.8m), repayment of loan to Cromwell Box Hill Trust ($19.6m), sale of Grenfell Street, Adelaide ($42.5m net of sales costs), and repayment of associated debt of $23.7m

2) Transaction adjustments include: issue of 250m New Securities to raise $250m under the Equity Raising, the acquisition of the NSW Portfolio ($405m), drawdown of a new $200m debt facility and repayment of $81m of existing debt facilities

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Pro forma debt facilities
 Diversified across eight facilities with varying maturity dates
 Lenders mostly comprise major Australian banks
 Weighted average debt maturity of 2.0 years with weighted average margin of 2%
 Credit approved terms for new three year facility for NSW Portfolio, subject to agreement and execution of final documentation
 Credit a pp roved terms have been received to extend the $352m s y ndicated facilit y due to ex p ire in Ma y 2014 for a further p eriod
up to January 2016, subject to documentation and satisfaction of standard pre-conditions
Debt Expiry Profile [1] New debt facility for
$800 M NSW Portfolio
$700 M
$600 M
$ 500 M
$400 M
Australian major banks
$300 M $117 M
$200 M $117 M $47 M $107 M $99 M
$100 M $1 M $117 M $44 M$107 M $108 M$35 M $133 M $200 M Other banks
$ M $19 M
2H13 1H14 2H14 1H15 2H15 1H16 2H16
1) Excludes undrawn balances at 31 March 2013
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 22
Pro forma interest rate hedging
 Weighted average hedge term 2.8 years
 As hedges expire, Cromwell’s interest cost will gradually reduce if variable rates remain below hedged rates which provides
potential future earnings upside
CMW Hedging Profile (as at 31 March 2013)
$1,200 M
$1,067 M
$967 M
$1,000 M
$805 M
$800 M $721 M
$600 M $588 M $588 M $556 M
$400 M
$200 M
$ M
2H13 1H14 2H14 1H15 2H15 1H16 2H16
2H13 1H14 2H14 1H15 2H15 1H16 2H16
Average Base Rate 4.46% 4.31% 4.46% 4.63% 4.57% 4.48% 4.41%
% Hed g ed [1] 98% 87% 76% 63% 56% 49% 47%
1) Based on debt balances at 31 March 2013 adjusted for actual and proposed debt repayments and proposed facility drawdown
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 23
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A ppen di x B
Portfolio summary
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 24
Pro forma investment portfolio
Collins St, VIC
Exhibition St, VIC
Qantas HQ, NSW
HQ North, QLD
Chatswood
Towers, NSW Synergy, QLD
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 25
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Pro forma lease expiry profile

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Pro forma WALE of 6.7 years – one of the longest in the sector
Average of 8.1% lease expiry FY14 – FY16
Majority of expiries weighted to FY16
100 Waymouth Street $12m refurbishment recently completed
Agreement for lease signed for 15 years over 25% of the building
Other leasin g in 1H13
New 9 year leases over 136,000m[[2 ]] of Woolstores

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 New 9 year leases over 136,000m [[2 ]] of Woolstores 3.3%
Keltie St,
 380 La Trobe Street, new 10 year lease over 6,100m [2] ACT
2.4%
Victoria
Lease Expiries representing >1.0% income (FY13-FY14) Lease Expiry Profile % Gross Income 2.0% Mary A ve, NSW
80% St, QLD
70.1%
Property Tenant Expiry Income Comment 70% 3.0% Symantec, 1.7%
100 Waymouth Vacant June 1 . 7% Marketing balance of space with 60% Collins St, VIC NSW
Street, Adelaide SA 2012 expectation of substantial commitments during FY14. 50% 1.7% Waymouth St, SA Victoria 0.8% Symantec, 1.5% 1.3% HQ North, QLD
Gold Coast QLD Bundall Corporate Centre, Various 2H13 1.2% PIS.Lease renewal negotiations underway with 40% 30% 1.0% Mar1.2% Bundall, QLDOther 1.7% y St, QLD 0.7% Mary Ave, NSW St Other , QLD 1.0% Mary St, QLDOther NSW NQX, QLD Other 1.1% 2.1%
200 Mary Street , Various Various 1.0% The QLD State Government has vacated 20% 1.5% 2.0% 13.9%
Brisbane QLD and this space is being refurbished and will be brought back on the market in mid/late 10% 4.0% 1.5% 3.0% 7.5%
2013 . 0%
Vacant FY13 FY14 FY15 FY16 Thereafter
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 26
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Pro forma property portfolio – key assets

Pro forma property portfolio – key assets	Pro forma property portfolio – key assets
	CMW Top 10 Property Assets (as at 31 March 2013, adjusted for the Acquisition) Asset State Class Book Value Cap Rate Occupancy WALE Major Tenants Review

	Qantas Global HeadquartersNSW Office $232.0 m1 7.25% 100.0% 19.7 Qantas CPI Min 4% HQ North Tower QLD Office $195.0 m 8.13% 99.4% 5.5 AECOM, Bechtel, Technology One Average 4.2% fixed 321 Exhibition Street VIC Office $175.0 m 7.50% 100.0% 8.6 Origin Energy CPI Min 4%
	700 Collins Street VIC Office $172.0 m 7.50% 100.0% 2.5 Bureau of Meteorology, Medibank Private BOM 4%, MR 3.75% Tuggeranong Office Park ACT Office $170.0 m 8.50% 100.0% 3.7 Gov't Department of FaHCSIA CPI Bi Annual Rd Eli Rd CPI Mi 375%
	ee sever ees n 475 Victoria Avenue NSW Office $135.0 m 8.25% 96.4% 3.9 , Leighton Contractors . , Leightons 3.5% Symantec House2 NSW Office $133.0 m 7.75% 94.2% 3.9 Symantec, Sydney Ports Corp, HLB Mann Judd Generallyfixed 4.0% 2 NSW Office $1300 m 825% 1000% 150 Government Proert NSW Bi Annual marketreviews
	McKell Building py . . . . 380 LaTrobe Street VIC Office $108.0 m 7.75% 100.0% 5.5 Agrium Asia Pacific, TAL Agrium Asia market min 8.16%, max 12.36% 2 M S QLD Office $870 m 825% 943% 19 QERCommonwealth Govt QER 5%, Government generally CPI min 4%
	00 ary treet . . . . , Top 10 Assets $1,537.0 m 7.86% 98.6% 7.1 Balance of Portfolio $764.1 m 9.42% 92.0% 5.7 Total $2,301.1m 8.39% 96.1% 6.7
	omwell Property Group 27 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 1) On completion of refurbishment currently underway, value is expected to increase to $308m 2) Expected to be acquired in June 2013
Cr

Pro forma property portfolio – top 20 tenants

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CMW Top 20 Tenants (adjusted for Acquisition)

Pro forma property portfolio – top 20 tenants CMW Top 20 Tenants(adjusted for Acquisition)	Pro forma property portfolio – top 20 tenants CMW Top 20 Tenants(adjusted for Acquisition)
	% of Total Portfolio
	Tenant Building Tenant Classification Rental Income NSW State Government NSW Portfolio, Bridge Street Government 14.7% Commonwealth of Australia Dept ofFaHCSIA Tuggeranong Office Park Government 8.8% Qantas Airways Limited Qantas Global Headquarters Aviation 6.7%
	Origin Energ Ser ices Limited 321 E hibition Street Energ 6 5% y v x y . Therapeutic Goods Administration TGA Complex Government 3.8% Bureau of Meteorology 700 Collins Street Government 3.6% Department of Veterans Affairs Lovett Tower Government 3.4% AECOM Australia PtyLtd HQ North Tower Engineering 3.3%
	Medibank Private Limited 700 Collins Street Government 3.0% QLD University of Technology Synergy Education 2.5% AWH Pty Ltd Brooklyn & Gilman Woolstores Agriculture 2.5% Reed Elsevier Australia Pty Ltd 475 Victoria Avenue Education 2.2%
	A i A i P ifi 380 L t b St t A i lt 2 1% gr um s a ac c a ro e ree gr cu ure . Leighton Contractors Pty Limited 475 Victoria Avenue Construction 2.0% Technology One Limited HQ North Tower Information Technology 1.8% Australian National Audit Office 19 National Circuit Government 1.4% Bechtel Australia Pty Ltd HQ North Tower Engineering 1.2%
	Toll North Pty Ltd NQX Distribution Centre Distribution 1.2% TAL Services Ltd 380 Latrobe Street Insurance 1.2% Vodafone Vodafone Call Centre Telecommunications 1.1% Total from top 20 tenants 73.0%
Cromwell Property Group 28 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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A ppen di x C Key risks

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key risks

Due diligence Competition It is possible that the due diligence undertaken to date on the NSW The value of property held by Cromwell may be negatively affected by Portfolio as not revealed issues that will later have a materially adverse oversupply or overdevelopment in surrounding areas. Further, property impact on the expected benefits to Cromwell. For example, if such due assets come under competitive pressure from time to time and a change dili gence h as f a il e d t o revea l requ re i d cap it a l expen dit ure, th a t requ re i d i n th e compe titi ve env ronmen i t can i mpac t on th e per ormance f o f th e capital expenditure could reduce the future returns. relevant property(s) and therefore the income of Cromwell. Cromwell Documentation risk may also be adversely affected if the price for a property it is considering The debtPortfolio, facilities to be usedas described in thisto fund,Presentation,in part, theareacquisition ofreflected in the NSWa credit for acquisition becomes inflated via competing bids by other prospectivepurchasers. approved non-binding term sheets, rather than being fully documented. Equity Raising Th e t erm s h ee s t i nc u l d e con diti ons w hi c h C romwe ll an d thi r d par ti es mus t Th e un d erwr iti ng o f th e E qu it y R a s ng i i i s su bj ec t t o cus omary con t diti ons satisfy, the non-satisfaction of which will affect the ability of Cromwell to and termination events. Most of the termination events, and to a lesser complete the acquisition of the NSW Portfolio. Any failure to reach final extent the conditions, are beyond the control of Cromwell. Therefore, agreement in respect of definitive documentation, or the entry into there is a risk that part or all of the Equity Raising will not be alternative terms less favourable to Cromwell, could have a material underwritten. If the underwriting agreement is terminated, Cromwell will adverse effect on Cromwell. Furthermore, there is a risk that the look to fund the Acquisition from debt and existing cash reserves. ne g otiation of the debt facilities will result in a variation to the terms outlined in this Presentation.

Cromwell has sufficient cash and undrawn existing facilities when combined with the Equity Raising to settle the Acquisition without any further debt facilities if required.

Future acquisitions

Cromwell proposes to acquire further properties or other assets in the future. However, it expects only to do so to the extent that such acquisitions are in accordance with its investment strategy and complement its existing portfolio. There can be no guarantee that Cromwell will identify any future acquisition opportunities or be able to complete future acquisition opportunities on acceptable terms. Although Cromwell intends to undertake comprehensive due diligence before completing any future acquisition, such due diligence may not reveal issues that later impact on the returns from that acquisition or the extent to which the acquisition meets Cromwell’s investment strategy as outlined in this Presentation.

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Change in value and income of investment properties Returns from investment properties largely depend on the rental income generated from the property and the expenses incurred in its operation, including the management and maintenance of the property as well as th e c h anges i n th e mar k e t va ue l o f th e proper y. t R en a t l i ncome an d/ or the market value of properties may be adversely affected by a number of factors, including: a)the escalation of development costs beyond those originally expected; b)the overall conditions in the national and local economy, including r s i k appe tit e an d b us ness an i d consumer con fid ence; c) local real estate conditions, including volumes of sales and the ability to procure tenants; d)the perception of prospective tenants and customers regarding attractiveness and convenience of properties and the intensity of competition with other participants in the real estate industry; e)the location and quality of properties; f) operating, maintenance and refurbishment expenses, as well as unforeseen capital expenditure; g)supply of developable land, new properties and alternative investment properties; h ) investor demand/li q uidit y in investments ; i) the capitalisation rates, which may change in response to market conditions; and j) the availability of debt funding to potential purchasers of investment property. Property market C romwe ll w ill b e su bj ec t t o th e preva ili ng proper y t mar k e t con diti ons i n the sectors in which it operates.

Adverse changes in market sentiment or market conditions may impact Cromwell’s ability to acquire, manage or develop assets, as well as the value of Cromwell’s properties and other assets. These impacts could lead to a reduction in earnings and the carrying value of assets.

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key risks

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Changes in accounting policy Funding Cromwell must report and prepare financial statements in accordance Property investment is highly capital intensive. The ability of Cromwell to with prevailing accounting standards and policies. There may be raise debt funding or equity on similar terms to those currently in place changes in these accounting standards and policies in the future which for future refinancing, property improvement and acquisitions depends may have an adverse impact on Cromwell. on a number of factors including general economic, political, capital and General economic conditions credit market conditions. The inability of Cromwell to raise funds on Cromwell’s operating and financial performance is influenced by a variety similar terms could adversely affect its ability to acquire or improve of general economic and business conditions, including the level of properties or refinance its debt. inflation, interest rates, ability to access funding, oversupply and demand Refinancing requirements conditions and government fiscal, monetary and regulatory policies. Cromwell is exposed to risks relating to the refinancing of existing debt Prolonged deterioration in these conditions, including an increase in facilities. In the future Cromwell may experience some difficulty in interest rates or an increase in the cost of capital, could have a material refinancing some or all of its debt facilities. If that is the case some of its adverse impact on Cromwell’s operating and financial performance. assets may need to be sold and, possibly, at less than current Taxation implications valuations. The terms on which they are refinanced may also be less Future changes in Australian taxation law, including changes in favourable than at present. interpretation or application of the law by the courts or taxation Interest rates and financial instruments aut h or t es i i i n A ustra li a, may a ff ect taxat on treatment o i f an i nvestment i n Ad verse fl uctuat ons i i n i nterest rates, to t h e extent t h at t h ey are not Cromwell securities, or the holding and disposal of those securities. hedged, may impact Cromwell’s earnings. Where interest rates are Further, changes in tax law, or changes in the way tax law is expected to hedged by way of financial instruments, the value of those instruments be interpreted in the various jurisdictions in which Cromwell operates can vary substantially which can impact both earnings and net assets. may impact the future tax liabilities of Cromwell. Debt covenants Tax consequences for Securityholders will be specific to their individual Cromwell has various covenants in relation to its debt facilities, including circumstances . WALT , interest cover and loan to value ratio requirements . Factors such Securityholders and prospective investors should consult with their tax as falls in asset values or property income could lead to a breach of debt and/or other professional advisers in respect of the particular tax covenants. In this case, Cromwell’s lenders may require their loans to be consequences of purchasing, owning or disposing of Securities in light of repaid immediately or additional interest and further borrowing costs may their particular situation. be payable. Regulatory issues and changes in law The financial performance of Cromwell may be materially affected by adverse changes in laws or other government regulation. Changes in government policy (including fiscal, monetary and regulatory policies at Federal, State and Local levels), may affect the amount and timing of Cromwell’s future profits.

Property investment is highly capital intensive. The ability of Cromwell to raise debt funding or equity on similar terms to those currently in place for future refinancing, property improvement and acquisitions depends on a number of factors including general economic, political, capital and credit market conditions. The inability of Cromwell to raise funds on similar terms could adversely affect its ability to acquire or improve properties or refinance its debt.

Environmental matters

Cromwell is exposed to a range of environmental risks which may result in additional expenditure on properties and/or project delays. Cromwell may be required to undertake remedial works and potentially be exposed to third party liability claims, fines and penalties, or other liabilities generally and as a result of the various Federal, State and Local government environmental laws. For example, it may become liable for the cost of removal or remediation of hazardous or toxic substances from a property owned by Cromwell. Inflation

Higher than expected inflation rates could be expected to increase operating costs, interest and development costs and potentially reduce the value of investment properties and other assets. These cost increases may be offset by increased selling prices or rentals. Insurance

Cromwell generally enters into contracts of insurance that provide a d egree o f protect on i over assets, li a bili t es i an d peop e. l Whil e suc h policies typically cover against material damage to assets, contract works, business interruption, general and professional liability and workers compensation, there are certain risks that cannot be mitigated by insurance, either wholly or in part, such as nuclear, chemical or biological incidents or risks where the insurance coverage is reduced or unavailable , such as c y clones , floods or earth q uakes. Also , insurers ma y not be able to meet indemnity obligations if and when they fall due, which could have an adverse effect on earnings. Further, the nature and cost of insurance cover taken is based upon the best estimate of likely circumstances for Cromwell in the relevant period. Unforeseen factors may result in the insurance cover being inadequate or the cost of the insurance premiums being in excess of that forecast. Thi s may h ave a nega ti ve i mpac t on C romwe ll’ s ne t i ncome an d/ or th e value of its assets.

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Key risks

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Leasing and tenant defaults Development Realisation of assets Tenants may default on their rent or other contractual obligations, Cromwell is involved in the development and refurbishment of property Property assets are by their nature illiquid investments. This may make it leading Cromwell to’ s a assets reduction. in income from, or capital losses to the value of, from risks including: time to time. Generally, property development has a number of difficult economic to or realise other conditions assets in .the short term in response to changes in Additionally, it may not be possible to negotiate lease renewals or • the risk that planning consents and regulatory approvals are not Counterparty/credit maintain existing lease terms, which may also adversely impact obtained or, if obtained, are received later than expected, or are Third parties, such as tenants, developers and other counterparties to Cromwell’s income and asset values. This is particularly the case for a adverse to Cromwell’s interests, or are not properly adhered to; contracts may not be willing or able to perform their obligations to number of properties owned by Cromwell as the majority of the income • the escalation of development costs beyond those originally Cromwell. Thelease,conditions atcompetitive or other factors. Investment in funds and joint ventures earnedin the relevant abilityandby thosethetothe relevant time and these may be affected by economic, p leaserentsroproperties p ertachievable,or y( sre-lease ) . is derivedwilltenanciesdependfrom oneuponuponor expirythemoreprevailinganchorof the tenantscurrentmarket • ••• expected;achieved;contractor; andanticipatedthe default of pre-sales on projects, which are not guaranteed;non unexpected performancesales project pricesor delays; breachor timingof contracton anticipatedby a contractorsales areor sub-not operationsemployeesignificantlyproperty.affected if the income from the asset declines and other property relatedemployeesignificantlyproperty.affected if the income from the asset declines and other property relatedsignificantlyproperty.affected if the income from the asset declines and other property relatedproperty.affected if the income from the asset declines and other property relatedaffected if the income from the asset declines and other property related Fixed nature of significant costs Si gn ifi can t TheofcostsexpenwhenCromwell,valueofcostsexpenwhenCromwell,valuecostsexpenwhenCromwell,valueexpenwhenCromwell,valuewhenCromwell,valueCromwell,valuevalueandcircumstancesuresofcircumstancesuresofuresofof dit andcircumstancesuresofcircumstancesuresofuresofof anstatutorysuchassoc a eassetasstatutorysuchassoc a eassetassuchassoc a eassetasassoc a eassetasassetas i t ownedinterestchargescausewbypayments,proper yaareCromwellreductiongenerallypayments,proper yaareCromwellreductiongenerallyproper yaareCromwellreductiongenerallyaareCromwellreductiongenerallyareCromwellreductiongenerallyCromwellreductiongenerallyreductiongenerallynves menmaintenancemayinmaintenancemayinmayinin d causewbypayments,proper yaareCromwellreductiongenerallypayments,proper yaareCromwellreductiongenerallyproper yaareCromwellreductiongenerallyaareCromwellreductiongenerallyareCromwellreductiongenerallyCromwellreductiongenerallyreductiongenerallynves menmaintenancemayinmaintenancemayinmayinin ith bypayments,proper yaareCromwellreductiongenerallypayments,proper yaareCromwellreductiongenerallyproper yaareCromwellreductiongenerallyaareCromwellreductiongenerallyareCromwellreductiongenerallyCromwellreductiongenerallyreductiongenerallynves menmaintenancemayinmaintenancemayinmayinin t i nves menmaintenancemayinmaintenancemayinmayinin t incomebenotbenotadverselyanreducedcosts,from t adverselyanreducedcosts,from d from th e Cromwellmanagedinvestments and loans may decreasefundspropertyfunds.as circumstances CromwellwereThoseandbyexto p Cromwellandfundsects.fundsdecline.feestomaymanagementholdfrompayableCromwellbe interestssubjecttimetotoalsoservicesCromwelltotime.ifin,manythederivesandThevalue oftoofmay p netcertaintherovideincomebeassetsamethereducedloansofassets infromvaluetypesits to,managedprovidingofinofthesefundssomethoserisks property A sustained downturn in property markets caused by any deteriorationinthrough reduced selling prices or delays in achieving sales.Increases•the competing return achieved.economic market in supply inde climate which v elopment or falls Cromwell couldin projects resultdemand operates in ad inreducedv ersel any or invests yof affecting developmentthe could sectors theinfluenceo profitsofv erall the ex Forward looking statements and financial forecasts Therecontained(includingultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.contained(includingultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.(includingultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.ultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.opinionsoutside the control of Cromwell.outside the control of Cromwell.canandprojections,withinbeestimatesnoandprojections,withinbeestimatesnoprojections,withinbeestimatesnowithinbeestimatesnobeestimatesnoestimatesnoforwardguaranteeguidancedependguaranteeguidancedependguidancedependdependlookingthatononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandthatononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandonthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandstatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandvariousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandThe forward looking statements,earningsfactors,opinionsmanyandandearningsfactors,opinionsmanyandandfactors,opinionsmanyandandopinionsmanyandandmanyandandandand p enses remain unchancanandprojections,withinbeestimatesno forwardguaranteeguidancedependguaranteeguidancedependguidancedependdependlookingthatononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandthatononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandonthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandstatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandvariousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandThe forward looking statements,earningsfactors,opinionsmanyandandearningsfactors,opinionsmanyandandfactors,opinionsmanyandandopinionsmanyandandmanyandandandand g ed.lookingthatononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandand estimates)contingenciesorofcontingenciesoroforofof whichestimatesarewillestimatesarewillarewillwill Market price the acquisition of sites, the timing and value of sales and carrying The market price of Cromwell Securities will fluctuate due to various value of projects. factors including general movements in interest rates, the Australian and A number of factors affect the earnings, cashflows and valuations of international investment markets, economic conditions, global geocommercial property developments, including construction costs, political events and hostilities, investor perceptions and other factors. scheduled completion dates, estimated rental income and occupancy The market price of Cromwell Securities could trade on ASX at a price levels and the ability of tenants to meet rental and other contractual below their issue price. obligations.

Si gn ifi can t dit i t d w ith t i t t d th e as costs, interestchargescharges generally not anreducedcosts,reducedcosts, TheofcostsexpenwhenCromwell,valueofcostsexpenwhenCromwell,valuecostsexpenwhenCromwell,valueexpenwhenCromwell,valuewhenCromwell,valueCromwell,valuevalueandcircumstancesuresofcircumstancesuresofuresofof anstatutorysuchassoc a eassetasstatutorysuchassoc a eassetassuchassoc a eassetasassoc a eassetasassetas ownedinterestchargescausewbypayments,proper yaareCromwellreductiongenerallypayments,proper yaareCromwellreductiongenerallyproper yaareCromwellreductiongenerallyaareCromwellreductiongenerallyareCromwellreductiongenerallyCromwellreductiongenerallyreductiongenerallynves menmaintenancemayinmaintenancemayinmayinin incomebenotbenotadverselyanreducedcosts,from operationsemployeesignificantlyproperty.affected if the income from the asset declines and other property relatedemployeesignificantlyproperty.affected if the income from the asset declines and other property relatedsignificantlyproperty.affected if the income from the asset declines and other property relatedproperty.affected if the income from the asset declines and other property relatedaffected if the income from the asset declines and other property related ex p g

no and Therecontained(includingultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.contained(includingultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.(includingultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.ultimately prove to be valid or accurate.opinionsoutside the control of Cromwell.opinionsoutside the control of Cromwell.outside the control of Cromwell.canandprojections,withinbeestimatesnoandprojections,withinbeestimatesnoprojections,withinbeestimatesnowithinbeestimatesnobeestimatesnoestimatesnoforwardguaranteeguidancedependguaranteeguidancedependguidancedependdependlookingthatononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandthatononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandononthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandonthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandthestatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandstatements,variousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandvariousfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandfutureassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandassumptionsThe forward looking statements,earningsfactors,opinionsmanyandandThe forward looking statements,earningsfactors,opinionsmanyandandearningsfactors,opinionsmanyandandfactors,opinionsmanyandandopinionsmanyandandmanyandandandand estimates)contingenciesorofcontingenciesoroforofof whichestimatesarewillestimatesarewillarewillwill

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key risks

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Employees

Cromwell is reliant on retaining and attracting quality senior executives and other employees. The loss of the services of any senior management or key personnel, or the inability to attract new qualified personnel, could adversely affect Cromwell’s operations.

Litigation and disputes

Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of operations. Any such dis p ute ma y im p act earnin g s or affect the value of Cromwell’s assets or securities.

Occupational, health and safety (“OH&S”)

If Cromwell fails to comply with necessary OH&S legislative requirements across the jurisdictions in which Cromwell operates, it could result in fines, penalties and compensation for damages as well as reputational damage to Cromwell .

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Cromwell Property Group

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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A ppen di x D Control implications

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Control Implications

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The Entitlement Offer is structured as a pro rata issue and if all of Cromwell existing Securityholders take up their entitlements under the Entitlement Offer, the E n titl emen t Off er w ill h ave no e ff ec on e con ro t th t l o f C romwe ll
Redefine owns approximately 26.2% of the Securities on issue prior to the Entitlement Offer. Redefine has provided a commitment to Cromwell that it will take up all of its entitlements in relation to the Entitlement Offer and to participate in the Placement to the extent required to maintain its current percentage interest in Cromwell (Redefine Properties Limited will participate in both the Placement and Entitlement Offer, however Redefine Australian Investments Limited will only participate in the Entitlement Offer). It is not anticipated that Redefine will otherwise take up any New Securities under the Entitlement Offer. Accordingly, other than a temporary increase in its interest of 1.0% due to the accelerated nature of the Entitlement Offer (which will occur on the date on which New Securities are issued under the Placement and Institutional Entitlement Offer and be reversed on the date on which New Securities are issued under the Retail Entitlement Offer), Redefine's percentage interest of Cromwell is unlikely to increase. The temporary increase is permissible under Item 9 of Section 611 of The Corporations Act. The maximum increase permitted under that Section is 3% over the amount held 6 months before the acquisition.

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Cromwell Property Group

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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A ppen di x E International selling restrictions

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International selling restrictions

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New Zealand United States  This Presentation does not constitute a prospectus or investment statement under  This Presentation does not constitute an invitation or recommendation to New Zealand Law. It may not contain all the information an investment statement subscribe for or purchase any Securities and neither this Presentation nor or a prospectus is required to contain under New Zealand law and it has not been anything contained in it shall form the basis of any contract or commitment. In registered, filed with or approved by any New Zealand regulatory authority under particular, this Presentation does not constitute an offer to sell, or solicitation of or in connection with the Securities Act 1978 (New Zealand) an offer to buy Securities in the United States. This Presentation may not be distributed or released in the United States
This Presentation is being distributed in New Zealand only to:  The Securities in the proposed offering have not been, and will not be,
(i) persons whose principal business is the investment of money or who, in registered under the Securities Act of 1933, as amended (the “US Securities the course of and for the purposes of their business, habitually invest money Act”) or the securities laws of any state or other jurisdiction of the United States within the meaning of section 3(2)(a)(ii) of the Securities Act 1978 (New Zealand);  Accordingly, the Securities in the proposed offering may not be offered or sold, directly or indirectly , within the United States or to , or for the account or benefit
(ii) persons who are each required to pay a minimum subscription price of at of any person in the United States, except in a transaction exempt from, or not least NZ$500,000 for the New Securities before the allotment of those subject to, the registration requirements of the Securities Act and any other securities or who have each previously paid a minimum subscription price of applicable US state securities law at least NZ$500,000 for Securities (“Initial Securities”) in a single transaction before the allotment of the Initial Securities, provided that the offer of the New  By accepting this Presentation, you agree to be bound by the foregoing Securities is made within 18 months of the date of the first allotment of the limitations Initial Securities; or
(iii) persons to whom securities may be offered in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2013
Under the offer , New Securities are not being offered to any other person in New Zealand. Any investor who acquires New Securities under the offer must not, in the future, sell those New Securities in a manner that will, or that is likely to, result in the sale of the New Securities being subject to the Securities Act 1978 (New Zealand) or that may result in Cromwell or its directors incurring any liability whatsoever

Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International selling restrictions

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United Kingdom

This Presentation has not been a pp roved b y a p erson authorised under the United Kin g dom Financial Services and Markets Act 2000 ( "FSMA" ) and its distribution in the United Kingdom is only being made to persons in circumstances that will not constitute a financial promotion for the purposes of section 21 of the FSMA as a result of exemptions contained in the FSMA (Financial Promotion) Order 2005 ("Exempted Persons")
This Presentation must not be relied on by any person who is not an Exempted Person and any investment or investment activity to which this Presentation relates is available only to Exempted Persons. This Presentation must not be distributed, published, reproduced or disclosed (in whole or in part) by reci p ient s to an y other p er s on. If a reci p ient i s in doubt about the content s of thi s Pre s entation , the reci p ient s hould con s ult a p er s on authori s ed b y the Financial Services Authority under the FSMA, who specialises in advising on the acquisition of investments
This Presentation is exempt from the restrictions in the FSMA as it is to be strictly communicated only to the following persons: (i) 'investment professionals' as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order"); (ii) persons who fall within any of the categories of persons described in Articles 49(2)(a) to (e) of the Order (high net worth entities); or (iii) other persons to whom it may be lawfully communicated.
In relation to 'investment professionals', this Presentation is only directed at persons having professional experience in matters relating to investments and any investment activity to which it relates is only available to such persons (who broadly only include certain persons specifically regulated under FSMA). Any persons who do not have such professional experience in matters relating to investments (and who are not exempt high net worth entities) should not review this Presentation or rely on anything contained therein and are requested to return it to the person who made it available to them.
In relation to persons described under Articles 49(2)(a) to (e), this Presentation is only directed at and available to such high net worth entities and persons of any other description (other than investment professionals) should not act on it
Cromwell is not required to issue a prospectus under the requirements of the EU Prospectus Directive (as implemented in the United Kingdom by the Financial Services and Markets Act 2000) in connection with this offer and no such prospectus has been issued
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 38

International selling restrictions

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Ireland  This Presentation and any other related material relating to Cromwell do not, of themselves, or in conjunction with any other material, constitute i. a prospectus within the meaning of the Companies Act 1963 or Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (“the 2005 Act”), ii. an offering document (a “Local Offering Document”) within the meaning of section 49 of the 2005 Act, iii . an investment advertisement within the meaning of section 23 of the Investment Intermediaries Act 1995 of Ireland , or iv. investment advice or the provision of investment or ancillary services (or the advertisement thereof or in relation thereto) within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or otherwise.  No offer of Securities to the public is made, or will be made, that requires the publication of (i) a prospectus pursuant to Irish prospectus law (within the meaning of Part 5 of the 2005 Act) in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “ Prospectus Regulations ” ) or (ii) a Local Offering Document under the 2005 Act. This Presentation is being distributed to fewer than 150 persons in Ireland and accordingly there is no requirement to publish a prospectus under the Prospectus Regulations or a Local Offering Document under the 2005 Act.  This Presentation has not been approved, reviewed or registered with the Central Bank of Ireland or any other competent authority in Ireland.  Cromwell is not an authorised investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) and the recipients of this Presentation should seek independent legal and financial advice in determining their actions in respect of or pursuant to this Presentation. Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International selling restrictions

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Hong Kong

Important information for "professional" and other legally permitted Hong Kong investors:

WARNING

The contents of this Presentation have not been reviewed or approved by any regulatory authority in Hong Kong. Recipients are advised to exercise caution in relation to any offer of Securities by Cromwell. If recipients are in any doubt about any of the contents of this Presentation, they should obtain independent professional advice. The Securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document other than:
(i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (SFO) and any rules made under that ordinance; or
(ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that ordinance or otherwise under Hong Kong law
Further, no person shall issue or have in its possession for the purpose of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that ordinance
The information relating to the offering contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong
This offering is not an offer for sale to the public in Hong Kong and it is not the intention of Cromwell that the Securities be offered for sale to the public in Hong Kong.

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International selling restrictions

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Singapore

 The offer or invitation which is the subject of this Presentation is only allowed to be made to the persons set out herein.  This Presentation has not been, and will not be, registered as a prospectus in Singapore with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). Accordingly, this Presentation and any document or material in connection with the offer or sale, or invitation for subscription or purchase of the securities must not be issued, circulated or distributed nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: a) to an institutional investor under Section 274 and Section 304 of the SFA, and in accordance with any rules made under the SFA; b) to a relevant person pursuant to Section 275(2) and Section 305(1) of the SFA, or any person pursuant to Section 275(1A) and Section 305(2) of the SFA, and in accordance with the conditions specified in Section 275 and Section 305 of the SFA and any rules made under the SFA; or c) otherwise pursuant to, and in accordance with, the conditions of any other applicable provision of the SFA and any rules made under the SFA.  Where the securities are subscribed or purchased under Section 275 and Section 305 of the SFA by a relevant person which is: a ) a corpora ti on w ( hi c h i s no an accre t dit e d i nves or t ) th e so e us ness o w l b i f hi c h i s o o t h ld i nves men s an t t d th e en ti re s h are cap it a l o w f hi c h i s owne d b y one or more n i di v id ua s, eac l h o f whom is an accredited investor; or b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of which is an individual is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the securities under Section 275 and Section 305 of the SFA except: a ) to an institutional investor or to a relevant p erson , or to an y p erson p ursuant to an offer that is made on terms that such shares , debentures and units of shares and debentures of that corporation or such rights or interests in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 and Section 305 of the SFA; b) where no consideration is given for the transfer; or c) where the transfer is by operation of law.  By accepting this Presentation, the recipient hereof represents and warrants that he is entitled to receive such Presentation in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein. Any failure to comply with these limitations may constitute a violation of law. Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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International selling restrictions
Jersey Netherlands
 This Presentation relates to a private placement and does not constitute an  The New Securities will only be offered, sold, transferred or delivered at any
offer to the public in Jersey to subscribe for Securities offered hereby. No time by anyone in or from the Netherlands as part of their initial distribution or
regulatory approval has been sought to the offer in Jersey and it must be any time thereafter, directly or indirectly to qualified investors (gekwalificeerde
distinctly understood that the Jersey Financial Services Commission does not beleggers) as such term is defined in Section 1:1 of the Dutch Financial
accept any responsibility for the financial soundness of or any representations Supervision Act (Wet op het financieel toezicht)
made in connection with the Group. The offer of Securities is personal to the  The offeror is not obliged to obtain a licence with respect to the offer of an
person to whom this Presentation is being delivered by or on behalf of the interest in a collective investment scheme under the law and is not under
Gro u p , and a s u bscription for the Sec u rities w ill onl y be accepted from s u ch supervision of the AFM
person. This Presentation may not be reproduced or used for any other
purpose
Switzerland
 The New Securities and entitlements may not be offered or sold in, into or from
Switzerland except in circumstances that will not result in the offer of the New
Securities or the entitlements qualifying as a public offering in Switzerland
pursuant to article 652a of the Swiss Code of Obligations ("CO") or distribution
of collective investment schemes p ursuant to article 3 of the Swiss Collective
Investment Schemes Act ("CISA"). Accordingly, neither this Presentation nor
any accompanying letter or other document relating to the New Securities or
the entitlements has been or will be submitted to the Swiss Financial Market
Supervisory Authority FINMA and investors will not be protected by the
provisions of the CO, the CISA or any other Swiss law. Neither this
Presentation nor any accompanying letter or other document relating to the
New Securities or entitlements constitutes a prospectus pursuant to article
652a CO, a prospectus or simplified prospectus pursuant to the CISA or a
prospectus pursuant to any other Swiss law, and neither this Presentation nor
any accompanying letter or other document relating to the New Securities or
entitlements may be publicly distributed or otherwise made publicly available in
Switzerland
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 42
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International selling restrictions
Norway
 This Presentation has not been approved by, or registered with, any Norwegian securities regulators pursuant to the Norwegian Securities Trading Act of 29 June 2007, as
amen d e d . Thi s resen a P t ti on an d any o th er ma er a s n connec t i l i ti on w ith th e o ff er re a l ti ng o orway ave no t N h t b een approve d or sapprove di d b y, or reg s ere i t d w ith th e s o O l
Stock Exchange, the Norwegian FSA, the Norwegian Registry of Business Enterprises or any other Norwegian authority. Accordingly, neither this Presentation nor any other
offering material relating to the offering of the New Securities constitutes, or shall be deemed to constitute, an offer to the public in Norway within the meaning of the
Norwegian Securities Trading Act of 2007. The New Securities or rights to subscribe for New Securities may not be offered or sold, directly or indirectly, in Norway except;
i. in respect of an offer of New Securities or rights to subscribe for New Securities addressed to investors subject to a minimum purchase of New Securities and
entitlements for a total consideration of not less than €100 , 000 per investor;
ii. to "professional investors" as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876, being:
A. legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely
to invest in securities;
B. any legal entity which fulfils at least two of the following criteria; (1) a total balance sheet of at least €20,000,000; (2) an annual net turnover of at least
€40 , 000 , 000; and (3) equity funds of at least €2 , 000 , 000;
C. any natural person which has asked to be treated as a professional investor and which fulfils at least two of the following criteria; (1) has executed an
average of at least ten – 10 – transactions in securities of significant volume per quarter for the last four quarters; (2) has a portfolio of securities with a
market value of at least €500,000; (3) has worked or works, for at least one – 1 – year, within the financial markets in a position which presuppose
knowledge of investing in securities;
iii. to fewer than 150 natural or le g al p ersons ( other than ' p rofessional investors' as defined in the Norwe g ian Securities Re g ulation of 29 June 2007 no. 876 ) , sub j ect
to obtaining the prior consent of the underwriter for any such offer.
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 43
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International selling restrictions

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South Africa

This Presentation does not constitute a solicitation for investments from members of the public in terms of the Collective Investment Schemes Control Act, 45 of 2002; or an o ff er or e sa e o or su f th l f b scr p i ti on or, or e so f th li c it a ti on o an o f ff er o uy or su t b b scr ib e or, secur f iti es o e pu t th bli c as e d fi ne d i n e ou th S th Af r can ompan es c i C i A t , 71 o f 2008 (as amended). This Presentation does not, nor is it intended to, constitute a prospectus prepared and registered under the Companies Act, 71 of 2008 (as amended). This Presentation is only distributed to South African investors for information purposes and subject to the following restrictions: i. The South African investor is a bank; person whose ordinary business or part of whose ordinary business, is to deal in securities (whether as principals or agents); the Public Investment Corporation; an authorised financial services provider; a financial institution; a wholly owned subsidiary of a bank; a financial services provider or financial institution acting as agent in the capacity of an authorised portfolio manager for a registered pension fund or as manager of a registered collective investment scheme; or a combination of the abovementioned entities
ii. The South African investor is a single addressee acting as principal who is willing to subscribe for interests issued to the value of at least R1,000,000 (one million Rand); or
iii. This offer is a non-renounceable offer made only to South African investors who are existing holders of Cromwell Securities or persons related to existing holders of Cromwell Securities
South African investors who accept this offer warrant that they have obtained the relevant exchange control approval

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Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Glossary

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$ All dollar values are in Australian dollars New Securities Securities to be issued under the Equity Raising
Acquisition Acquisition of the NSW Portfolio NLA Net lettable area
AEST Australian Eastern Standard Time NTA N e t t ang ibl e asse s per ecur t S it y
ASX Australian Securities Exchange or ASX Limited or the financial market which it operates as the case requires NSW Portfolio Seven office assets to be acquired from the NSW State
Property Authority as detailed on slide 6
CCL Cromwell Corporation Limited
p.a. per annum
CPSL Cromwell Property Securities Limited
CMW, Cromwell or Cromwell Property Group consisting of CCL and DPT and Placement $128m placement to new and existing institutional investors
Group their respective controlled entities RE Responsible entity
DPS Distribution per Security
DPT Cromwell Diversified Property Trust Record Date 7.00pm AEST Tuesday, 28 May 2013
Entitlement Offer The Institutional Entitlement Offer and the Retail Entitlement Offer Redefine Redefine Properties Limited and Redefine Australian Investments Limited or either of them, as applicable
Equity Raising The Placement and Entitlement Offer Retail Entitlement Entitlement offer of New Securities to eligible retail
EPS Operating earnings per Security Offer Securityholders
FY Financial y ear ( 1 Jul y to 30 June ) Securityholder A person who holds a Security
Gearing Total borrowings less cash / total assets less cash Stapled security consisting of one share in CCL and one unit
Institutional Entitlement offer of New Securities to eligible Institutional Security in DPT
Entitlement Offer Securityholders Transaction The Acquisition and the Equity Raising
IRR Internal rate of return VWAP Volume weighted average price
NOI Net operating income WACR Weighted average capitalisation rate
WALE Weighted average lease expiry by gross income
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 45
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well versed
well timed
well considered
Cromwell Property Group NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
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ASX Announcement: Completion of Placement

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ASX Announcement
27 May 2013
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Cromwell successfully completes placement and institutional
entitlement offer
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On 23 May 2013 Cromwell Property Group (Cromwell) announced that it would conduct a placement (Placement) and 1 for 12 non-renounceable accelerated entitlement offer, comprising an institutional component (Institutional Entitlement Offer) and retail component (Retail Entitlement Offer, together the Entitlement Offer) to raise approximately $250 million (Equity Raising). Cromwell is pleased to announce that it has completed the Placement and Institutional Entitlement Offer and successfully raised approximately $193 million. The Institutional Offer was strongly supported by both Cromwell’s existing institutional securityholders and by new institutional investors. Cromwell CEO, Paul Weightman, said “We are delighted by the robust and continuing support demonstrated by Cromwell's existing institutional securityholders and welcome a number of new institutional investors to Cromwell's register. We consider their support a strong endorsement of Cromwell's disciplined and highly successful investment strategy. In furtherance of this strategy, funds raised under the Equity Raising will be applied to partially fund the acquisition of a portfolio of seven office assets from the NSW State Government and to repay existing debt.” All new securities to be issued under the Equity Raising (New Securities) will be issued at $1.00 (Issue Price) and will rank equally with existing Cromwell stapled securities and will have full entitlement to the June 2013 quarterly distribution. Settlement of the Institutional Offer (along with early applications under the Retail Entitlement Offer[1] ) is expected to be completed on Friday, 7 June 2013 and accordingly the New Securities to be issued under the Institutional Offer (and to early applicants under the Retail Entitlement Offer) are expected to be issued and commence trading on ASX on Tuesday, 11 June 2013. The Equity Raising is being underwritten by Merrill Lynch Equities (Australia) Limited and RBS Morgans Corporate Limited.[2]

Commencement of the Retail Entitlement Offer

The Retail Entitlement Offer is expected to raise a further $57 million and is fully underwritten. The Retail Entitlement Offer will be open from Friday, 31 May 2013 to 5.00pm (AEST) Monday, 17 June 2013[3] .

Cromwell retail securityholders with a registered address in Australia, New Zealand or South Africa on the record date (Eligible Retail Securityholders)[4] as at 7.00pm (AEST) Tuesday, 28

1 Eligible Retail Securityholders (defined below) have the opportunity to be issued with New Securities at the same time as eligible institutional securityholders if they take up all or part of their entitlement and make payment of the requisite application monies no later than 5.00pm AEST on 6 June 2013.2 The participation of Redefine (as defined below) in the Equity Raising is not underwritten.
3 Retail Securityholders will be given the opportunity to have New Securities issued to them at the same time as New Securities are issued to institutional Securityholders under the accelerated Institutional Entitlement Offer. Further details are available in the Retail Offer Booklet

4 Other eligibility criteria will be set out in the Retail Offer Booklet Cromwell Property Group (ASX:CMW) comprising Cromwell Corporation Limited (ABN 44 001 056 980) and 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). Further information and media releases can be found at the Cromwell website:

Cromwell Property Group (ASX:CMW) ASX Announcement 27 May 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

May 2013 (Record Date), will be entitled to participate in the Retail Entitlement Offer on the terms, and subject to the conditions, set out in the booklet to be sent to Eligible Retail Securityholders shortly (Retail Offer Booklet).

Eligible Retail Securityholders will have the opportunity to participate at the same Issue Price and the same offer ratio as the Institutional Entitlement Offer, being entitled to 1 New Security for every 12 existing securities held on the Record Date. Fractional entitlements to New Securities will be rounded down to the nearest whole number.

Eligible Retail Securityholders may also apply for New Securities in excess of their entitlement (subject to scale back at Cromwell’s discretion as described in the Retail Offer Booklet).

The Entitlement Offer is non-renounceable and rights will not be tradeable on ASX or otherwise transferable. Eligible Retail Securityholders who do not take up their entitlement under the Retail Entitlement Offer in full or in part, will not receive any value in respect of those entitlements that they do not take up.

Redefine[1] , Cromwell’s largest securityholder, participated in the Institutional Offer so as to maintain its interest in Cromwell after the Equity Raising at approximately 26%.

Additional information

Further information on the impact of the Equity Raising on Cromwell's financial position and performance can be found in the presentation given to ASX by Cromwell on Thursday, 23 May 2013.

Indicative timetable

Key Event	Date
Record Date To Determine Entitlements	7.00pmTuesday, 28 May 2013
Retail Entitlement Offer Opens	Friday, 31 May 2013
Last Date For Receipt Of Early Retail Entitlement Offer Applications	5.00pm Thursday, 6June 2013
Settlement of New Securities under Institutional Placement & Entitlement Offer and early Retail Entitlement Offer Acceptances	Friday, 7 June 2013
Issue Of New Securities Under Institutional Placement & Entitlement Offer And Early Retail Entitlement Offer Acceptances	Tuesday, 11 June 2013
Retail Entitlement Offer Closes	5.00pm Monday,17 June 2013
Settlement of New Securities Under Retail Entitlement Offer	Monday, 24 June 2013
Issue Of New Securities Under Retail Entitlement Offer	Tuesday, 25 June 2013

Note. All times and dates in this announcement refer to Australian Eastern Standard Time (AEST)

The above timetable is indicative only and subject to change. Cromwell, in conjunction with the underwriters and subject to the Corporations Act, the ASX Listing Rules and other applicable laws, has the right to vary any of the above dates, including the last date for acceptance of early retail applications and the Retail Entitlement Offer closing date, without notice and to accept late applications, in each case, either generally or in particular cases. Cromwell also reserves the right not to proceed with the whole or part of the Entitlement Offer at any time prior to allotment of New Securities under the Retail Entitlement Offer. In that event, application money will be returned without interest. The commencement of quotation of New Securities is subject to confirmation from ASX.

1 Redefine refers to Redefine Properties Limited and Redefine Australian Investments Limited, or either of them, as applicable. The commitment by Redefine is not underwritten. Following settlement of the Institutional Offer, the interest of Redefine Properties Limited in Cromwell is expected to be approximately 12.9% and that of Redefine Australian Investments Limited is expected to be approximately 14.2%. Following the Retail Entitlement Offer, those interests will reduce to approximately 12.5% and approximately 13.7%, respectively, or 26.2% in aggregate.

Page 2 of 3

Cromwell Property Group (ASX:CMW) ASX Announcement 27 May 2013 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ENDS. Media Enquiries: Cromwell Securityholder Enquiries: Paul Weightman Investor Services Centre Managing Director/CEO 1300 276 693 (within Australia) +61 411 111 028 +61 7 3225 7777 (outside Australia) [email protected] [email protected]

This announcement contains certain “forward-looking” statements. The words “anticipated”, "expected”, “projections”, “forecast”, “estimates”, “could”, “may”, “target”, “consider” and “will” and other similar expressions are intended to identify forward looking statements. Forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law, Cromwell and the underwriters and their respective 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. An investment in Cromwell stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Cromwell, including possible delays in repayment and loss of income and principal invested. Cromwell does not guarantee any particular rate of return or the performance of Cromwell nor do they guarantee the repayment of capital from Cromwell or any particular tax treatment. Persons should have regard to the risks outlined in the Acquisition and Equity Raising Presentation released to ASX on 23 May 2013. Past performance information given in this announcement is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. This announcement is not an offer or an invitation to acquire Cromwell stapled securities or any other financial products in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. This announcement is not a prospectus, product disclosure statement or other disclosure document under Australian law. This announcement may not be distributed or released in the United States or to, or for the account or benefit of, a person in the United States. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Cromwell stapled securities have not been, and will not be, registered under the U.S. 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, directly or indirectly, 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, the registration requirements of the Securities Act and any other applicable securities laws. This announcement is not financial advice or a recommendation to acquire Cromwell stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. Cromwell is not licensed to provide financial product advice in respect of Cromwell stapled securities. Cooling off rights do not apply to the acquisition of Cromwell stapled securities.

Page 3 of 3

Important information

Cromwell Property Group comprises Cromwell Corporation Limited (ABn 44 001 056 980) and Cromwell Diversified Property Trust (ARSn 102 982 598), the responsible entity of which is Cromwell Property Securities Limited (ABn 11 079 147 809, AFSL 238052). This booklet, including the enclosed announcements and presentation in relation to the Offer and the nSW Portfolio Acquisition that were lodged with ASX on 23 May 2013 and 22 May 2013 and the attached personalised Entitlement and Acceptance Form, have been prepared by Cromwell.

This booklet relates to a non-renounceable Retail Entitlement Offer of new Securities. Each new Security issued under the Retail Entitlement Offer will comprise of one share in Cromwell Corporation Limited stapled to one unit in the Cromwell Diversified Property Trust. This booklet is dated 31 May 2013.

This booklet is important and requires your immediate attention.

You should read this booklet carefully in its entirety before deciding whether to invest in new Securities (and Additional new Securities, if applicable to you). In particular, you should consider the risk factors outlined in Appendix C titled ‘Key Risks’ of the enclosed Equity Raising Presentation that could affect the operating and financial performance of Cromwell or the value of an investment in Cromwell.

If you have any doubt about whether you should invest in the Retail Entitlement Offer, you should consult your financial, taxation or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

Cromwell has applied for official quotation of new Securities (and Additional new Securities if any) to be issued under the Retail Entitlement Offer. Cromwell, the Registry, and the Underwriters disclaim all liability, whether in negligence or otherwise, to persons who trade new Securities (or Additional new Securities, if applicable) before receiving their updated CHESS or issuer sponsored holding statement.

6. Eligible Retail Securityholders

Eligible Retail Securityholders are those holders of existing Cromwell stapled securities who:

(a) are registered as a holder of Cromwell stapled securities as at 7.00pm (AEST) on the Record Date[4] ;
(b) have a registered address in Australia, new Zealand or South Africa (and where they have a registered address in new Zealand, continue to be a registered holder of Cromwell stapled securities as at 9.00am (AEST) on 31 May 2013 (the time that the Retail Entitlement Offer opens));
(c) are not in the United States and are not a U.S. Person and are not acting for the account or benefit of U.S. Persons;
(d) did not receive an offer to participate (other than as nominee, in respect of other underlying holdings) in the Institutional Entitlement Offer; and
(e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without a prospectus, disclosure document, product disclosure statement or any lodgement, filing, registration or qualification.

Those who do not meet the above eligibility criteria (Ineligible Securityholders) are ineligible to participate in the Retail Entitlement Offer. Ineligible Securityholders will be sent a letter in the form lodged with ASX on or about 31 May 2013.

Cromwell, in its absolute discretion, reserves the right to determine whether a securityholder is an Eligible Retail Securityholder and is therefore able to participate in the Retail Entitlement Offer, or an Ineligible Securityholder and therefore unable to participate in the Retail Entitlement Offer. Cromwell disclaims all liability to the maximum extent permitted by law in respect of any determination as to whether a Cromwell securityholder is an Eligible Retail Securityholder or an Ineligible Securityholder.

Cromwell may (in its absolute discretion) extend the Retail Entitlement Offer to any securityholder in other foreign jurisdictions (subject to compliance with applicable laws).

This booklet contains an offer of new Securities (and Additional new Securities, if applicable) to Eligible Retail Securityholders in Australia, new Zealand, South Africa and certain other jurisdictions and has been prepared in accordance with sections 708AA and 1012DAA of the Corporations Act as notionally modified by Australian Securities and Investments Commission (ASIC) Class Order 08/35.

4 In reliance on a confirmation provided by ASX, and for the purposes of determining Entitlements, Cromwell may ignore changes in security holdings that occur after the imposition of the trading halt in relation to the Offer on 22 May 2013 (other than registrations of transactions which were effected through ASX Trade before that time). Such transactions are to be ignored in determining holders and registered holders of Cromwell stapled securities as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to be read accordingly.

7. Ineligible Securityholders

Cromwell has decided that it is unreasonable to make offers under the Retail Entitlement Offer to retail investors who are holders of Cromwell stapled securities and who are in the United States or are acting on behalf of a person in the United States (to the extent that such persons hold Cromwell stapled securities on behalf of a person in the United States) or have registered addresses outside of Australia, new Zealand or South Africa, having regard to the number of such holders in those places and the number and value of the new Securities that they would be offered and the cost of complying with the relevant regulatory requirements in those places.

As the Retail Entitlement Offer is non-renounceable, the right to subscribe for new Securities that would otherwise have been offered to Ineligible Securityholders have been sold in the Institutional Bookbuild for the Issue Price. As a result, Ineligible Securityholders will not receive any value for entitlements in respect of any new Securities that would have been offered to them had they been eligible to participate in the Retail Entitlement Offer.

8. Additional New Securities

Eligible Retail Securityholders may also apply for Additional new Securities in excess of their Entitlement. Cromwell reserves the right to issue any Additional new Securities if and to the extent that Cromwell so determines, in its absolute discretion. Cromwell and its directors will exercise this discretion by having regard to circumstances as at the time of the close of the Retail Entitlement Offer (including the actual profile of the applications received, the nature of the applications for Additional new Securities, and the amount of shortfall) and by acting in a manner consistent with their duties to act in the best interests of Cromwell stapled securityholders. Any Additional new Securities issued to Eligible Retail Securityholders in excess of their Entitlements will be limited to the extent that there are sufficient Additional new Securities from Eligible Retail Securityholders who do not take up their Entitlements in full.

If you apply for Additional new Securities then, the Excess Amount (if any) may be treated as an application to apply for as many Additional new Securities as your Excess Amount will pay for in full.

There is no guarantee you will receive the amount of Additional new Securities applied for, if any. The maximum number of new Securities that can be issued will be limited to the sum of the number of new Securities that relate to the Entitlements that have not been accepted or sold under the Retail Entitlement Offer and the number of new Securities that would have been offered to retail securityholders who are not Eligible Retail Securityholders had they been entitled to participate in the Retail Entitlement Offer.

If you apply for Additional new Securities and your application is successful (in whole or in part) you will be issued with the Additional new Securities on 25 June 2013. Additional new Securities will only be allocated to Eligible Retail Securityholders if and to the extent that Cromwell so determines. The directors of Cromwell reserve their right to issue Additional

new Securities at their discretion, having regard to the circumstances as at the close of the Retail Entitlement Offer. Any scale back of applications for Additional new Securities will be at Cromwell’s discretion and Cromwell’s decision on the number of new Securities (including any maximum allocation of Additional new Securities) to be allocated to Eligible Retail Securityholders will be final.

Any application monies received for more than your final allocation of new Securities and Additional new Securities (except for where the amount is less than $2.00, in which case it will be donated to a charity chosen by Cromwell) will be refunded as soon as practicable. no interest will be paid to applicants on any application monies received or refunded.

9. Control implications of the Entitlement Offer

The Entitlement Offer is structured as a pro rata issue and if all of existing Cromwell stapled securityholders take up their entitlements under the Entitlement Offer, the Entitlement Offer will have no effect on the control of Cromwell. Even if some existing Cromwell stapled securityholders do not take up their entitlements, the fact the Equity Raising is underwritten means that the Entitlement Offer will have no effect on the control of Cromwell.

Redefine owns approximately 26.2% of the Cromwell stapled securities on issue prior to the Entitlement Offer. Redefine has provided a commitment to Cromwell that it will take up all of its entitlements in relation to the Entitlement Offer and participate in the Placement to the extent required to maintain its current percentage interest in Cromwell. It is not anticipated that Redefine will otherwise take up any new Securities under the Entitlement Offer. Accordingly, other than a temporary increase in its interest of approximately 1.0% due to the accelerated nature of the Entitlement Offer (which will occur on the date on which new Securities are issued under the Placement and Institutional Entitlement Offer and be reversed on the date on which new Securities are issued under the Retail Entitlement Offer), Redefine’s percentage interest of Cromwell is unlikely to increase. The temporary increase is permissible under Item 9 of Section 611 of the Corporations Act. The maximum increase permitted under that section is 3% over the amount held 6 months before the acquisition.

10. Rounding of New Securities

Where fractions arise in the calculation of Entitlements, they will be rounded down to the nearest whole new Security.

11. No cooling off-rights

Cooling-off rights do not apply to an investment in new Securities (or Additional new Securities, if applicable). You cannot withdraw your application once it has been accepted.

12. No Entitlements trading

Entitlements are non-renounceable and cannot be traded on ASX or any other financial market, nor can they be privately transferred. You will not receive any amounts in respect of Entitlements that you do not accept, whether that is by choice or because you are ineligible to participate in the Retail Entitlement Offer. If you do not take up all of your Entitlement or are ineligible to participate in the Retail Entitlement Offer, your percentage securityholding in Cromwell will be reduced following the issue of new Securities under the Retail Entitlement Offer.

13. Not financial product advice

The Retail Entitlement Offer to which the information in this booklet relates is being made in reliance on sections 708AA and 1012DAA (in each case, as notionally modified by Class Order 08/35) of the Corporations Act. The information in this booklet is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC.

The information in this booklet does not purport to contain all the information that you may require to evaluate a possible application for new Securities (and Additional new Securities, if applicable to you), nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Cromwell’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au.

The information in this booklet is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances, or particular needs or circumstances. Cromwell is not licensed to (and does not) provide financial product advice in respect of the new Securities or Additional new Securities.

The information in this booklet does not take into account the investment objectives, financial situation or needs of you or any particular investor. Before deciding whether to apply for new Securities (and Additional Securities, if applicable to you), you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. You should conduct your own independent review, investigation and analysis of the securities the subject of the Retail Entitlement Offer. If, after reading this booklet, you have any questions about the Retail Entitlement Offer, you should contact your taxation or other professional adviser.

14. Financial data

All dollar values in this booklet are in Australian dollars (A$ or $) and financial data is presented within the financial half year end of 31 December 2012 unless otherwise stated. The pro forma historical financial information included in this booklet does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

15. Underwriting

On 23 May 2013, Cromwell entered into an underwriting agreement (Underwriting Agreement) with the Underwriters under which the Underwriters have agreed to manage and underwrite the Offer on the terms and subject to the conditions set out in the Underwriting Agreement. The Underwriters will be remunerated by Cromwell for providing these underwriting and offer management services at market rates and may also be reimbursed for certain expenses.

In accordance with the Underwriting Agreement and as is customary with these types of arrangements:

Cromwell has (subject to certain usual limitations) agreed to indemnify the Underwriters, their respective related bodies corporate and affiliates, each of their respective directors, officers, partners and employees and any person who control either of them (Indemnified Parties) against any losses arising directly or indirectly from or relating to the Retail Entitlement Offer, the activities of the Indemnified Parties contemplated in the Underwriting Agreement or a breach by Cromwell of any provision, including representation or warranty of, the Underwriting Agreement;
Cromwell and the Underwriters have given representations, warranties and undertakings in connection with (among other things) the conduct of the Retail Entitlement Offer;
the Underwriters may enter into sub-underwriting agreements;
the Underwriters may (in certain circumstances, including having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from their obligations under it on the occurrence of certain events on or prior to the final settlement date of the Retail Entitlement Offer, including (but not limited to) where:
a statement contained in the offer materials is or becomes false, misleading or deceptive (including by omission) or likely to mislead or deceive or the offer materials omit any information they are required to contain (having regard to the relevant Corporations Act requirements);
Cromwell ceases to be admitted to the official list of ASX or if its stapled securities cease to be quoted or are suspended from official quotation on ASX;

Cromwell withdraws the Entitlement Offer;
there are material adverse changes to the financial markets of key countries or hostilities commence or escalate in key countries;

17. Past performance

Past performance information given in this booklet is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

certain falls in the ASX/S&P 200 A-REIT index occur; or
there is a material adverse change, or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the assets, liabilities, business, operations, management, profits, losses or prospects of Cromwell, or the Group taken as a whole.

Please note that the above is not an exhaustive list of the termination events in the Underwriting Agreement.

neither of the Underwriters (whether in that capacity, or otherwise) nor any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents has authorised or caused the issue of this booklet and take no responsibility for any information in this booklet or any action taken by you on the basis of such information, and have not made or purported to make any statement in this booklet and there is no statement in this booklet which is based on any statement by any of them. To the maximum extent permitted by law, the Underwriters (whether in that capacity, or otherwise) and each of its related bodies corporate and affiliates and each of their respective directors, officers, partners, employees, representatives or agents excludes and disclaims all liability, for any expenses, losses, damages or costs incurred by you as a result of your participation in the Retail Entitlement Offer and the information in this booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

16. Future performance

Forward-looking statements, opinions and estimates provided in this booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

An investment in new Securities or Additional new Securities is subject to investment and other known and unknown risks, some of which are beyond the control of Cromwell, including possible delays in repayment and loss of income and principal invested. Cromwell does not guarantee any particular rate of return or the performance of Cromwell nor do they guarantee the repayment of capital from Cromwell or any particular tax treatment. Persons should have regard to the risk factors outlined in Appendix C titled ‘Key Risk’s of the included Equity Raising Presentation, and seek their own taxation or other professional advice if they are in any doubt.

18. Foreign jurisdictions

This booklet has been prepared to comply with the requirements of the securities laws of Australia.

The new Securities and Additional new Securities being offered under this booklet are also being offered to Eligible Retail Securityholders with registered addresses in new Zealand in reliance on the Securities Act (Overseas Companies) Exemption notice 2013 (new Zealand). This booklet is not an investment statement or prospectus under new Zealand law, and does not contain all the information that an investment statement or prospectus under new Zealand law is required to contain.

The booklet does not constitute an offer or invitation to acquire new Securities (or Additional new Securities, if applicable) in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer or invitation and no action has been taken to register the Entitlements, new Securities or Additional new Securities or otherwise permit a public offering of the new Securities or Additional new Securities in any jurisdiction outside of Australia, new Zealand or South Africa. Return of the Entitlement and Application Form shall be taken by Cromwell to constitute a representation by you that there has been no breach of any such laws. Eligible Retail Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

The booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any U.S. person. Securities may not be offered or sold in the United States to, or for the account or benefit of, any U.S. Person absent registration or an exemption from registration. The new Securities and Additional new Securities to be offered and sold in the Retail Entitlement Offer have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and accordingly the new Securities and Additional new Securities may only be offered and sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

The new Securities and Additional new Securities to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside of the United States in ‘offshore transactions’ (as defined in Rule 902(h) under the Securities Act) in compliance with Regulation S under the Securities Act.

The distribution of this document outside Australia may be restricted by law. In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any U.S. Person or to any person acting for the account or benefit of a U.S. Person. Persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

You should also refer to Appendix E titled ‘International Selling Restrictions’ of the Equity Raising presentation included in this booklet for more information.

19. Risks

The Equity Raising Presentation details important factors and risks that could affect the financial and operating performance of Cromwell.

Please consult with your financial advisor, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer. You should also refer to Appendix C titled ‘Key Risks’ of the Equity Raising Presentation included in this booklet for more information.

You should consider these risk factors carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.

20. Taxation

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Securityholders who are residents of Australia for tax purposes and who hold their Cromwell stapled securities on capital account.

The summary below does not deal with the tax implications for Eligible Retail Securityholders who are not residents of Australia for tax purposes. It also does not deal with the tax implications for Eligible Retail Securityholders:

who hold their existing Cromwell stapled securities (or will receive their Entitlements) as revenue assets or trading stock used in carrying on a business, or who may carry on a business, of share trading, banking or investment;
who are subject to the rules in Tax Laws Amendment (Taxation of Financial Arrangements) Act 2009:
whose securities are held through an ‘employee share scheme’ for Australian tax purposes; or
who are non-residents for Australian tax purposes.

The summary is intended as a general guide only and is not advice and should not be relied upon as such. The summary below also does not take into account any individual circumstances of any particular Eligible Retail Securityholder. Eligible Retail Securityholders should seek specific advice applicable to their own particular circumstances from their own independent financial or tax advisers.

The summary below is based on the law in effect as at 30 May 2013.

In this part of the booklet, we have referred to the following securities, which are stapled to form stapled securities of Cromwell, as ‘constituent securities’:

(a) ordinary shares in Cromwell Corporation Limited; and
(b) ordinary units in Cromwell Diversified Property Trust.

Issue of Entitlements

Subject to the qualifications noted above, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Retail Securityholder.

Expiration or lapse of Entitlements

If an Eligible Retail Securityholder does not exercise their Entitlements to acquire new Securities, and instead allows those rights to lapse or expire, that Eligible Retail Securityholder will not receive any consideration as a result of the expiration or lapse of their Entitlements, and on this basis, there should not be any CGT implications for the Eligible Retail Securityholder.

Exercise of Entitlements – New Securities

Eligible Retail Securityholders who exercise their Entitlements will acquire new Securities and, in Cromwell’s absolute discretion, may also by application acquire Additional new Securities (as applicable). Eligible Retail Securityholders will acquire those new Securities (and Additional new Securities, if applicable) with a cost base for capital gains tax (CGT) purposes of each constituent security equal to a reasonable apportionment of the Issue Price payable by them for those new Securities (and Additional new Securities, if applicable) plus a reasonable apportionment of any non-deductible incidental costs incurred in acquiring the securities. Eligible Retail Securityholders, who exercise their Entitlements will not make any capital gain or loss, or assessable income, from exercising the Entitlements or subscribing for the new Securities or Additional new Securities.

new Securities will be treated for the purposes of the CGT rules as having been acquired when the Eligible Securityholder exercised the Entitlement to subscribe for them. Additional new Securities will be treated for the purposes of the CGT rules as having been acquired when Cromwell issues those Additional new Securities.

Distributions made in respect of New Securities

Any future dividends or other distributions made in respect of those new Securities and Additional new Securities will be subject to the same taxation treatment as dividends or other distributions made on Cromwell stapled securities held in the same circumstances.

For further information, securityholders should refer to Cromwell’s annual Tax Statement Guide, sent with annual tax statements.

Where a tax-deferred distribution is made by Cromwell Diversified Property Trust, the cost base of the Eligible Retail Securityholder’s Cromwell Diversified Property Trust units for CGT purposes will be reduced by the amount of the deferred distribution and a capital gain will arise to the extent a deferred distribution exceeds the cost base for the units (see below).

Disposal of New Securities

On any future disposal of new Securities and Additional new Securities, Eligible Retail Securityholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the new Securities and Additional new Securities (if applicable). The cost base of each constituent security on disposal is determined as described above plus a reasonable apportionment of the non-deductible incidental costs of disposal but reduced by any tax-deferred distributions received in respect of either constituent security, namely:

(a) ordinary shares in Cromwell Corporation Limited; or
(b) ordinary units in Cromwell Diversified Property Trust.

Individuals, trusts and complying superannuation entities may benefit from the CGT discount that may be available in respect of a subsequent disposal of those Cromwell stapled securities, or a tax deferred distribution in excess of the cost base of the constituent security, provided the constituent security has been held for at least 12 months after the relevant acquisition date (as mentioned above). A CGT discount is not available to Eligible Retail Securityholders that are companies.

Any capital gain made from the disposal of the new Securities will be combined with any other capital gains an Eligible Retail Securityholder has made for the income year. The total capital gains will then be reduced by any capital losses an Eligible Retail Securityholder has made in the income year or can deduct from a prior income year. The resulting net capital gain (if any) will consequently be included in the Eligible Retail Securityholder’s assessable income for the income year, subject to any available CGT discount.

A capital loss that arises on the disposal of the new Securities may only be offset against an Eligible Shareholder’s assessable capital gains (before taking into account the CGT discount, if applicable) for the current income year. Any excess capital loss may be applied against the Eligible Retail Securityholder’s future assessable capital gains (before taking into account the CGT discount, if applicable). A capital loss is not available to reduce other revenue or assessable income amounts.

Other Australian taxes

no Australian goods and services tax (GST) or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of new Securities and Additional new Securities. Securityholders should seek their own professional advice.

21. Governing law

This booklet, the Retail Entitlement Offer and the contracts formed on acceptance of applications made pursuant to the Retail Entitlement Offer are governed by the law applicable in Queensland, Australia. Each Securityholder who applies for new Securities and Additional new Securities submits to the jurisdiction of the courts of Queensland, Australia.

22. Holders of Performance Rights

Existing holders of performance rights (Performance Rights) will not be entitled to participate in the Retail Entitlement Offer unless they:

(a) have become entitled to exercise their existing Performance Rights under the terms of their issue and do so prior to the Record Date; and
(b) participate in the Offer as a result of being a holder of Cromwell stapled securities registered on the register of Cromwell at 7.00pm (AEST) on the Record Date.

23. Disclaimer of representations

no person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this booklet.

Any information or representation that is not in this booklet may not be relied on as having been authorised by Cromwell, or its related bodies corporate in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Cromwell, or any other person, warrants or guarantees the future performance of Cromwell or any return on any investment made pursuant to this booklet.

24. Privacy

As an existing stapled securityholder in Cromwell, Cromwell and the Registry have already collected personal information about you. If you apply for new Securities (and Additional new Securities, if applicable), Cromwell and the Registry may update that personal information or collect additional personal information about you. Such information may be used to assess your acceptance of new Stapled Securities, service your needs as a securityholder, provide facilities and services that you request and carry out appropriate administration.

To do that, Cromwell and the Registry may disclose your personal information for purposes related to your securityholding to their agents, contractors or third party service providers to whom they outsource services, including to the Underwriters in order to assess your acceptance of new Securities, the Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation and distribution of securityholder information and for handling of mail, or as otherwise authorised under the Privacy Act 1988 (Cth).

If you do not provide Cromwell or the Registry with your personal information then your application may not be able to be processed.

You can request access to your personal information by contacting Cromwell through the Registry as follows:

The Privacy Officer Cromwell Property Group GPO Box 1093 Brisbane QLD 4000 Fax: (07) 3225 7788

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www.cromwell.com.au

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 550 841 ASX Code: CMW

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Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Property Securities Limited ABN 11 079 147 809 AFSL 238 052 as responsible entity for Cromwell Diversified Property Trust ARSN 102 982 598

Website: www.linkmarketservices.com.au

SRN/HIN:

Entitlement Number:

Number of Cromwell Property Group stapled securities (Securities) held as at the Record Date, 7:00pm (AEST) on 28 May 2013:

Entitlement to New Securities (on a 1 New Security for 12 basis):

Amount payable on full acceptance at A$1.00 per New Security:

Offer Closes 5:00pm (AEST): 17 June 2013

ENTITLEMENT AND ACCEPTANCE FORM

As an Eligible Retail Securityholder who holds Securities at the Record Date and has a registered address in Australia, New Zealand or South Africa you are entitled to acquire 1 New Security for every 12 Securities that you hold on the Record Date, at an Issue Price of A$1.00 per New Security. You may also apply for New Securities in excess of your Entitlement, at the Issue Price. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as to how to deal with it, you should contact your accountant, stockbroker, financial planner, solicitor or other professional adviser.

PAYMENT OPTIONS

If you wish to take up all or part of your Entitlement (as shown above), or take up all of your Entitlement and apply for Additional New Securities, you have two payment options detailed below.

OPTION 1: PAYING BY Bpay[®]

OPTION 2: PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER

If paying by Bpay[®] , refer to the instructions overleaf. You do NOT need to return the acceptance slip below if you elect to make payment by Bpay[®] . Payment must be received via Bpay[®] before 5:00pm (AEST) on 6 June 2013 (for early retail applications) or otherwise on 17 June 2013. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. By paying by Bpay[® ] you will be deemed to have completed an Application Form for the number of New Securities the subject of your application payment.

If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Application Monies. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received by the Registry before 5:00pm (AEST) on 6 June 2013 (for early retail applications) or otherwise on 17 June 2013.

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Telephone & Internet Banking – Bpay[®]

Biller Code: 959478 Ref:

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

® Registered to Bpay Pty Ltd ABN 69 079 137 518

See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SECURITYHOLDER AND HOLDING RECORDED ABOVE.

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----- Start of picture text -----

Please detach and enclose with payment
SRN/HIN:
Entitlement Number:
Total number of New Securities (and
A Number of New Securities applied for (being B Number of Additional New Securities C Additional New Securities, if applicable)
not more than your Entitlement shown above) applied for (add Boxes A and B)
+ =
D PLEASE INSERT CHEQUE, BANK DRAFT OR MONEY ORDER DETAILS – Cheques, bank drafts or money orders must be drawn on an Australian
branch of a financial institution in Australian currency, made payable to “Cromwell Property Group” and crossed “Not Negotiable”.
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$
E CONTACT DETAILS – Telephone Number Telephone Number – After Hours Contact Name
( ) ( )
----- End of picture text -----

The Retail Entitlement Offer to which this Entitlement and Acceptance Form relates, is not being made and does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such as offer and no action has been taken to register stapled securities of Cromwell or otherwise permit a public offering of the stapled securities in any jurisdiction. Return of the Entitlement and Acceptance form shall be taken by Cromwell to constitute a representation by you that there has been no breach of any such laws. Eligible Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed. The Retail Entitlement Offer to which this Entitlement and Acceptance Form relates, is not being made and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. Person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act)). Securities may not be offered or sold in the United States absent registration or an exemption from registration. The stapled securities to be offered and sold in the Retail Entitlement Offer have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the stapled securities the subject of the Retail Entitlement Offer may only be offered and sold (i) within the United States or to, or for the account or benefit of, any U.S. Person, to persons who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), in transactions exempt from, or not subject to, the registration requirements of the Securities Act or (ii) outside the United States, to persons that are not U.S. Persons or acting for the account or benefit of U.S. Persons (other than dealers or professional fiduciaries organised, incorporated or (if an individual) resident outside of the United States acting for the account or benefit of U.S. Persons for which it has sole investment discretion) in offshore transactions in compliance with Regulation S under the Securities Act.

ACCEPTANCE OF ENTITLEMENT OFFER

By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by Bpay[®] .

you represent and warrant that you have read and understood the Retail Entitlement Offer Booklet dated 31 May 2013 and that you acknowledge the matters, and make the warranties and representations set out in this form; and
you provide authorisation to be registered as the holder of New Securities (and Additional New Securities, if applicable) acquired by you and agree to be bound by the Constitutions of Cromwell Property Group.

HOW TO APPLY FOR NEW SECURITIES (AND ADDITIONAL NEW SECURITIES)

1. IF PAYING BY Bpay[®] (AVAILABLE TO SECURITYHOLDERS WITH AN AUSTRALIAN BANK ACCOUNT ONLY)

If you elect to make payment using Bpay[®] you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by B pay[® ] please visit: www.bpay.com.au

Work out the total amount payable by you. To calculate the total amount, multiply the number of New Securities (and Additional New Securities, if applicable) you wish to apply for by A$1.00.

Cromwell will treat you as applying for as many New Securities as your BPAY[®] payment will pay for. Any amount received by Cromwell in excess of the amount required to be paid for you to apply for your Entitlement (“Excess Amount”) may be treated by Cromwell as an application for as many Additional New Securities as your Excess Amount will pay for. Your application for Additional New Securities may not be successful (wholly or partially). The decision of Cromwell on the number of Additional New Securities to be allocated to you will be final. No interest will be paid on any application monies received or returned.

Refer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Securities (and Additional New Securities, if applicable) that you wish to apply for in respect of that holding.

2. IF PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER

Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.

A. Acceptance of New Securities

Enter into section A the number of New Securities of your Entitlement you wish to apply for. The number of New Securities must be equal to or less than your Entitlement, which is set out overleaf.

B. Application for Additional New Securities
You can apply for more New Securities than your Entitlement. Please enter the number of Additional New Securities above your Entitlement for which you wish to apply into Box B. Your application for Additional New Securities may not be successful (wholly or partially). The decision of Cromwell on the number of Additional New Securities to be allocated to you will be final. No interest will be paid on any application monies received or returned.
C. Total Number of New Securities Subscribed for
To calculate total number of New Securities (and Additional New Securities, if applicable) subscribed for, add Box A and Box B and enter this in Box C.
D. Cheque, bank draft or money order details
Enter your cheque, bank draft or money order details in section D. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Cromwell Property Group” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque or money order for the incorrect amount, Cromwell may treat you as applying for as many New Securities and Additional New Securities as your cheque, bank draft or money order will pay for or may reject your application.
E. Contact details
Enter your contact telephone number where we may contact you regarding your acceptance of New Securities and Additional New Securities, if necessary.
Declarations

By returning this Entitlement and Acceptance Form along with the application monies by cheque, bank draft or money order or paying by BPAY[®] , I/we:

agree to be bound by the terms of the Retail Entitlement Offer;
authorise you to register me/us as the holder(s) of the securities issued to me/us;
• declare that all details and statements in this Entitlement and Acceptance Form are complete and accurate;
declare that I/we am/are over 18 years of age and have full legal capacity and power to perform all my/our rights and obligations under this Entitlement and Acceptance Form;
acknowledge that once Cromwell receives this Entitlement and Acceptance Form or my/our BPAY® payment, I/we may not withdraw or vary my/our application;
agree to be issued the number of New Securities (and Additional New Securities, if applicable) that I/we apply for;
agree that Cromwell’s registry (Link Market Services Limited) may disclose my/our personal information for purposes relating to your security holding to its agents, related body corporate, contractors and service providers including printers, mailing houses, ASX and other regulatory or as otherwise authorised under the Privacy Act 2001 (Cth);
authorise Cromwell, RBS Morgans Corporate Limited, Merrill Lynch Equities (Australia) Limited and their respective officers or agents, to do anything on my/our behalf necessary for the New Securities (and Additional New Securities, if applicable) to be issued to me/us including to act on instructions of the security registrar upon using the contact details set out in this Entitlement and Application Form;
declare that I/we am/are the current registered holder(s) of Cromwell Property Group stapled securities and are in Australia, New Zealand or South Africa;
acknowledge that the information contained in the Retail Entitlement Offer Booklet and this Entitlement and Acceptance Form is not financial advice or a recommendation that the securities are suitable for me/us, given my/our investment objectives, financial situation or particular needs.;
represent and warrant that the law of any other place does not prohibit me/us from being given the Retail Entitlement Offer Booklet dated 31 May 2013 or making an application on this Entitlement and Acceptance Form or being issued with New Securities (and Additional New Securities, if applicable);
• represent and warrant (for the benefit of Cromwell, RBS Morgans Corporate Limited, Merrill Lynch Equities (Australia) Limited and their respective affiliates) that I/we am/are not in the United States and that I/we am/are not a U.S. person, and I/we am/are not acting for the account or benefit of, a “US Person” (other than an Eligible offshore Fund Manager);

• acknowledge that the securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;

• agree not to send this Entitlement and Acceptance Form or any other material relating to the Retail Entitlement Offer to any person in the United States or that is a U.S. Person, or is acting for the account or benefit of a U.S. Person (other than an Eligible Offshore Fund Manager); and

• agree that if in the future I/we decide to sell or otherwise transfer our securities, I/we will only do so in transactions where neither I/we nor any person acting on our behalf knows or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States or a US Person.

3. HOW TO LODGE YOUR ENTITLEMENT AND ACCEPTANCE FORM

A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Retail Entitlement Offer Booklet electronically, your completed Entitlement and Acceptance Form with the payment for New Securities (and Additional New Securities, if applicable) may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If paying by Bpay[® ] you do not need to complete or return the Entitlement and Acceptance Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	Hand Delivery
Cromwell Property Group	Cromwell Property Group
C/- Link Market Services Limited	C/- Link Market Services Limited
Locked Bag 3415	1A Homebush Bay Drive
Brisbane QLD 4001	Rhodes NSW 2138(Please do not use this address for mailing purposes)

Make sure you send your Entitlement and Acceptance Form and application monies allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (AEST) on 17 June 2013. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Cromwell reserves the right not to process any Entitlement and Acceptance Forms and cheques received after the Closing Date. Cromwell reserves the right to make amendments to this Entitlement and Acceptence Form where appropriate.

If you require further information on how to complete this Entitlement and Acceptance Form, please contact the Cromwell Securityholder Information Line on 1300 550 841 (within Australia) or +61 1300 550 841 (from outside Australia) between 8:30am and 7:30pm (AEST) Monday to Friday.

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Cromwell Property Group Level 19, 200 Mary Street Brisbane QLD 4000 Australia Tel +61 7 3225 7777 Fax +61 7 3225 7788

www.cromwell.com.au

31 May 2013

Dear Securityholder

CROMWELL PROPERTY GROUP (ASX: CMW) $250 MILLION PLACEMENT AND ACCELERATED NON-RENOUCEABLE ENTITLEMENT OFFER

On 23 May 2013, Cromwell Property Group (“Cromwell”) announced an underwritten institutional placement and accelerated non-renounceable entitlement offer (“Entitlement Offer”) of new Cromwell stapled securities (“New Securities”) to raise approximately $250 million.

The proceeds from the Entitlement Offer will be applied to partly fund the acquisition of a portfolio of seven office assets from the New South Wales State Government and to repay existing debt.

This letter is to inform you about the Entitlement Offer, and to explain why unfortunately you are not eligible to subscribe for New Securities under the Entitlement Offer . This letter is not an offer to issue New Securities to you, nor an invitation for you to apply for New Securities. You are not required to do anything in response to this letter.

The Entitlement Offer

The Entitlement Offer comprises an offer to eligible institutional securityholders (“Institutional Entitlement Offer”) and an offer to eligible retail securityholders (“Retail Entitlement Offer”) to participate at the same offer price of $1.00 per New Security and offer ratio of 1 New Security for every 12 existing Cromwell stapled securities held at 7.00pm (AEST) on 28 May 2013 (“Record Date”).

Eligibility Criteria

Eligible Retail Securityholders are those persons who are a holder of existing Cromwell securities as at 7.00pm (AEST) on the Record Date and who:

have a registered address in Australia, New Zealand or South Africa (and where they have a registered address in New Zealand, continue to be a registered holder of existing Cromwell stapled securities as at 9.00am (AEST) on 31 May 2013 (the time the Retail Entitlement Offer opens));
are not in the United States and are not acting for the account or benefit of a person in the United States;
did not receive an offer to participate (other than as nominee, in respect of other underlying holdings) in the Institutional Entitlement Offer; and
are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without a prospectus, disclosure document, product disclosure statement or any lodgement, filing, registration or qualification.

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Securityholders who are not Eligible Retail Securityholders and who did not participate in the Institutional Entitlement Offer are Ineligible Securityholders.

The restrictions upon eligibility to participate in the Entitlement Offer arise because of the legal and regulatory requirements in countries other than Australia, New Zealand or South Africa and the potential costs of complying with these legal and regulatory requirements compared with the relatively small number of securityholders in those countries and the relatively low number and value of New Securities to which they would otherwise be entitled. Accordingly, Cromwell has determined, pursuant to ASX Listing Rule 7.7.1(a), that it would be unreasonable to make offers to securityholders outside of Australia, New Zealand or South Africa (with certain exceptions that do not apply to you).

Unfortunately, according to our records, you do not satisfy the eligibility criteria for an Eligible Retail Securityholder stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b), Cromwell wishes to advise you that it will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New Securities under the Retail Entitlement Offer. You will not be sent the documents relating to the Entitlement Offer.

You are not required to do anything in response to this letter.

For further information on the Entitlement Offer or if you believe that you are an Eligible Retail Securityholder, please call the Cromwell Securityholder Information Line on 1300 550 841 (Australia) or +61 2 1300 550 841 (International callers) from 8.30am to 7.30pm (AEST) Monday to Friday. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

On behalf of the Boards of Cromwell, I thank you for your continued support.

Yours faithfully Cromwell Property Group

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Nicole Riethmuller Group Company Secretary

Important information

Cromwell Property Group (“Cromwell” or “Issuers”) comprises Cromwell Corporation Limited (“CCL” or “the Company”, ABN 44 001 056 980) and Cromwell Diversified Property Trust (“DPT” or “the Trust”, ARSN 102 982 598) the responsible entity of which is Cromwell Property Securities Limited (“CPS”, ABN 11 079 147 809, AFSL 238052).

This letter is not an offer or an invitation to acquire Cromwell stapled securities or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account of benefit of, any ‘person in the United States. Cromwell stapled securities have not been, and will not be, registered under the U.S. Securities Act of 1933 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.

This letter is not financial advice or a recommendation to acquire Cromwell stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction.

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AI assistant

CROMWELL PROPERTY GROUP — Capital/Financing Update 2013

64673_rns_2013-05-30_5c7c0e9a-7b1c-440f-9b8d-cd2a06239161.pdf

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Retail Entitlement Offer opens

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Entitlement Offer

Enquiries

Website

Corporate directory

Important

Chairman’s Letter

Dear Securityholder,

Cromwell Property Group Equity Raising – Retail Entitlement Offer

Use of Proceeds

The NSW Portfolio Acquisition

Details of Offer

Financial Impact

Participating in the Retail Entitlement Offer

Key dates

How to apply

1. The Retail Entitlement Offer

Nominees

2. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

3. How to take up all or part of your Entitlement and apply for Additional New Securities

a) Payment by Cheque, Bank Draft or Money Order

Mail to:

Hand deliver to:

b) Apply via BPAY[®]

4. Acceptance of the Retail Entitlement Offer

5. Confirmation of your application and managing your holding

ASX Announcement: Portfolio Acquisition

Cromwell Property Group announces $405m acquisition

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ASX Announcement: Launch of Equity Raising

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Cromwell announces $250m equity raising

Highlights

Details of the Equity Raising

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

The Acquisition

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Financial impact of the Acquisition and Equity Raising

Additional information

Potential further acquisitions

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Indicative timetable

STOCK LENDING AND OTHER TRANSACTIONS

ENDS.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ASX Announcement: Equity Raising Presentation

Important Information & Disclaimer

Contents

Overview[1]

Benefits of the Acquisition and Equity Raising

NSW Portfolio overview

Sources and application of funds

NSW Portfolio – Symantec House

NSW Portfolio – McKell Building

NSW Portfolio – Bligh House

NSW Portfolio – Regional assets

Equity Raising pricing metrics

Equity Raising structure

Entitlement Offer structure

Retail

Equity Raising timetable

Summary of key risks

A ppen di x A

Pro forma balance sheet

Pro forma lease expiry profile

Pro forma property portfolio – key assets

Pro forma property portfolio – top 20 tenants

CMW Top 20 Tenants (adjusted for Acquisition)

Key risks

Future acquisitions

Key risks

Environmental matters

Key risks

Key risks

Employees

CROMWELL PROPERTY GROUP Capital/Financing Update 2013