CROMWELL PROPERTY GROUP — Major Shareholding Notification 2018

Mar 7, 2018

Lander & Rogers

Lawyers

8 March 2018

Cromwell Corporation Limited and Cromwell Property Securities Limited (as the responsible entity of the Cromwell Diversified Property Trust) 200 Mary Street Brisbane QLD 4000

Our ref:	ADI:2066142
Office:	Sydney
BY FAX:	07 3225 7788

Dear Sir / Madam

Notice of Initial Substantial Holder in CMW

We act for ARA Real Estate Investors XXI Pte Ltd (ARA).

In accordance with section 671B(1) of the Corporations Act 2001 (Cth), on behalf of ARA, we attach a copy of a notice of initial substantial holder (Notice) which was given today to the ASX.

Yours faithfully

$l\Lambda$

Alex Ding Partner D+61 2 8020 7999 ading@landers.com.au Eddy Goldsmith | Special Counsel D+61 2 8020 7925 egoldsmith@landers.com.au

Sydney

Level 19 123 Pitt Street Sydney NSW 2000 Australia

PO Box R1853 Royal Exchange NSW 1225 Sydney Australia

DX 10212 Sydney Stock Exchange NSW

T +61 2 8020 7700 F +61 2 8020 7701

www.landers.com.au ABN 58 207 240 529

Form 603 Corporations Act 2001
Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Cromwell Corporation Limited ABN 44 001 056 980 (Company) and Cromwell Property Securities Limited ABN 11 079 147 809 as the responsible entity of the Cromwell Diversified Property Trust ARSN 102 982 598 (Trust)
ACN/ARSN	See above.
1. Details of substantial holder (1)
Name	The notice is given by ARA Real Estate Investors XXI Pte. Ltd. (a company incorporated in Singapore with company number 201804967C) (ARA) on its own behalf and on behalf of its controlling entities and persons listed in section 3 below.
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	07/03/2018

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
One ordinary share in the Company stapled to a unit in lthe (Stapled Trust Securities)	386.538.850	386,538,850	19.51% (based on 1,981,637,716 Stapled Securities on Issue on 7 March (2018)

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
ARA	Taken under section 608(8) of the Corporations Act to have a relevant Interest in Stapled Securities under a sale and purchase agreement dated 7 March 2018 under which Redefine Global 386,538,850 Stapled Securities Proprietary Limited agreed to sell and ARA agreed to buy 386,538,850 Stapled Securities, a true copy of which is annexed to this notice as Annexure A.
ARA RE Investment Group (Singapore) Pte. Ltd., registered in Singapore	Taken under section 608(3)(b) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of ARA.	386,538,850 Stapled Securities
IARA Limited. Asset Management registered in Bermuda	Taken under section 608(3)(b) of the Corporations Act to have a relevant interest in which ARA has a relevant Interest, by virtue of having control of ARA RE Investment Group (Singapore) Pte. Ltd	386,538,850 Stapled Securities
Limited. ARA Investment (Cavman) registered in Cayman Islands	Taken under section 608(3)(b) of the Corporations Act to have a relevant linterest in which ARA has a relevant interest, by virtue of having control of ARA Asset Management Limited.	386,538,850 Stapled Securities
ARA Asset Management Holdings Pte. Ltd., registered in Singapore (ARA Asset Management)	Taken under section 608(3)(b) of the Corporations Act to have a relevant linterest in which ARA has a relevant. linterest, by virtue of having control of ARA Investment (Cayman) Limited.	386,538,850 Stapled Securities

AVICT Dragon Holdings Limited, incorporated in British Virgin Islands	Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having voting power of more than 20% in ARA Asset Management Limited.	386,538,850 Stapled Securities
AVICT Phoenix Holdings Limited, incorporated in China	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of AVICT Dragon Holdings Limited.	386,538,850 Stapled Securities
AVIC Trust Co., Ltd, incorporated in China	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of AVICT Phoenix Holdings Limited.	386,538,850 Stapled Securities
Aviation Investment Holdings Co., Ltd., incorporated in China	Taken under section 608(3) of the Corporations Act to have a relevant Interest in which ARA has a relevant interest, by virtue of having control of AVICT Trust Co, Ltd.	386,538,850 Stapled Securities
AVIC Capital Co., Ltd, Incorporated in China	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Aviation Investment Holdings Co., Ltd.	386,538,850 Stapled Securities
Alexandrite Gem Holdings Limited, incorporated in the British Virgin Islands	Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having voting power of more than 20% in ARA Asset Management Limited.	386,538,850 Stapled Securities
WP Global LLC, registered in the USA	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant Interest, by virtue of having control of Alexandrite Gern Holdings Limited.	386,538,850 Stapled Securities
Pincus Warburg Partners H, LPI registered in the USA	Taken under section 608(3) of the 386,538,850 Stapled Securities Corporations Act to have a relevant Interest in which ARA has a relevant interest, by virtue of having control of WP Global LLC.
Warburg Pincus Partners GP. registered in the USA	LLC Taken under section 608(3) of the 386,538,850 Stapled Securities Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Warburg Pincus Partners II, LP.
Warburg Pincus & Co. registered in the Taken under section 608(3) of the 386,538,850 Stapled Securities USA	Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Warburg Pincus Partners GP, LLC.
Straits Equities Holdings (One) Pte. Ltd., incorporated in Singapore	Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having voting power of more than 20% in ARA Asset Management Limited.	386,538,850 Stapled Securities
The Straits Trading Company Limited, incorporated in Singapore	Taken under section 608(3) of the Corporations Act to have a relevant Interest in which ARA has a relevant interest, by virtue of having control of Straits Equities Holdings (One) Pte. Ltd.	386,538,850 Stapled Securities
The Cairns Pte. Ltd., incorporated in Singapore	Taken under section 608(3) of the Corporations Act to have a relevant linterest in which ARA has a relevant interest, by virtue of having control of Straits Trading Company Limited.	386,538,850 Stapled Securities

$\alpha'$

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Each person named in section 3 Redefine Global Proprietary	Limited	Redefine Global Proprietary	386,538,850 Stapled
labove		Limited	Securities

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Each person named in section 3 labove	7 March 2018	5405.865.792.50 cash		386,538,850 Stapled Securities

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
ISee section 3 above	See section 3 above

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
ARA	6 Temasek Boulevard #16-02 Suntec Tower Four Singapore (038986)
ARA RE Investment Group (Singapore) Pte. Ltd.	6 Temasek Boulevard #16-02 Suntec Tower Four Singapore (038986)
ARA Asset Management Limited	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
ARA Investment (Cayman) Limited	c/o Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cavman, KY11111
ARA Asset Management Holdings Pte. Ltd.	6 Temasek Boulevard #16-02 Suntec Tower Four Singapore (038986)
AVICT Dragon Holdings Limited	Offshore Incorporations Centre, Coastal Building, Wickhams Cay II, Road Town, Tortola, British Virgin Islands, VG1110,
AVICT Phoenix Holdings Limited	405-63, Gongqing City Private Fund Park, Jiu Jiang City, Jiang Xi Province, China.
AVIC Trust Co., Ltd	24-25th floor, AVIC Square, No.1 North Gan Jiang Road, Hong Gu Tan District, Nan Chang City, Jiang Xi Province, China.
Aviation Investment Holdings Co., Ltd.	20th floor No. 10 Yi East San Huan Middle Road, Chaoyang District, Beijing City China
AVIC Capital Co., Ltd	23th floor Fortune Tower, No. 111 Friendship Road, Dao Li District, Harbin City, Heil Long Jiang Province, China
Alexandrite Gem Holdings Limited	P. O. Box 3340, Road Town, Tortola, British Virgin Islands
WP Global LLC	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, USA
Warburg Pincus Partners II, LP	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, USA
Warburg Pincus Partners GP, LLC	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, USA
Warburg Pincus & Co.	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, USA
Straits Equities Holdings (One) Pte. Ltd.	1 Wallich Street #15-01 Guoco Tower Singapore 078881
The Straits Trading Company Limited	1 Wallich Street #15-01 Guoco Tower Singapore 078881
lThe Cairns Pte. Ltd.	1 Wallich Street, #15-01 Guoco Tower, Singapore 078881

Signature

print name Moses K. Song

Director capacity

sign here

$date$

07 /03/2018

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an ann $(1)$ they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a $(5)$ relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any (a) discussion is a statement of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certif
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• if the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown." $(8)$
• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

$\overline{\mathcal{S}}$ This is Annexure A of S pages
referred to in the Form 603 Notice of initial substantial holding.

Signed by me and dated OT March 2018

Moses K. Song, Director

Sale and Purchase of Stapled Securities in Cromwell Corporation Limited and Cromwell Diversified Property Trust

This agreement dated 7 March 2018 (Agreement) sets out the terms on which ARA Real Estate Investors XXI Pte Ltd (or its nominee(s)) (Buyer) will purchase 386,538,850 stapled securities (Sale Stapled Securities) (with each stapled security comprising one share in Cromwell Corporation Limited (ACN 001 056 980) and one unit in the Cromwell Diversified Property Trust (ARSN 102 982 598) (the responsible entity of which is Cromwell Property Securities Limited (ACN 079 147 809) (together Cromwell)) from Redefine Global Proprietary Limited (RGPL). Cromwell is admitted to the official list of the financial market operated by ASX Limited (ASX).

• $1.$ Buyer agrees to purchase, and RGPL agrees to sell, the Sale Stapled Securities (together with the benefit of all rights, including dividend and distribution rights, attached or accruing to each Sale Stapled Security) for an amount equal to the sum of \$405,865,792.50 (the Completion Amount) and the Accrued Distribution Amount (as defined in paragraph 3 below) on the Completion Date (as defined in paragraph 2 below). For the avoidance of doubt, each party shall be responsible for its own transaction costs and taxes relating to the sale and purchase of the Sale Stapled Securities.
• $2₁$ Buyer agrees to accept a transfer of, and take title to, the Sale Stapled Securities and to settle and pay the Completion Amount for the purchase of the Sale Stapled Securities from RGPL (together referred to as Completion) on or before the fifth trading day (as defined in the listing rules of ASX) after the date on which all of the Conditions Precedent (as defined in paragraph 4 below) have been satisfied or waived (Completion Date). On the Completion Date, but only between 4.30pm and 6.30pm (Sydney, New South Wales, Australia time):
• RGPL must execute and send or otherwise deliver written instructions to $(a)$ Citigroup Global Markets Australia Pty Limited (Citi) to effect the sale by way of special crossing of the Sale Stapled Securities on the terms set out in this Agreement; and
• Buyer must execute and send or otherwise deliver written instructions to Citi $(b)$ to effect the purchase by way of special crossing of the Sale Stapled Securities on the terms set out in this Agreement.

On or before the Completion Date, Buyer must make a direct transfer of the Completion Amount in immediately available funds to the bank account nominated in writing by Citi.

If Buyer is paid a cash distribution amount (Distribution) from Cromwell in respect of $3₁$ the calendar quarter in which Completion takes place. Buyer agrees to pay to RGPL an amount equal to the product of (a) the amount of the Distribution excluding components relating to gross capital gain and return of capital and net of any Australian withholding tax and otherwise actually received by Buyer and (b) the number of days on and prior to Completion in that calendar quarter divided by the total number of days in that calendar quarter, (Accrued Distribution Amount). Buyer agrees to pay the Accrued Distribution Amount to RGPL within 10 business days of the date on which Buyer actually receives the Distribution amount from Cromwell. Buyer shall pay the Accrued Distribution Amount to RGPL's bank account, the bank account details to be furnished by RGPL in writing.

$\not!!!!!\nearrow$

• $\overline{4}$ . Completion will not proceed, unless and until each of the following conditions (Conditions Precedent) are satisfied (or waived in accordance with this paragraph 4):
• (FIRB approval) the Treasurer of the Commonwealth of Australia either: $(a)$
  • notifies Buyer in writing under the Foreign Acquisitions and Takeovers $(i)$ Act 1975 (Cth) (FATA) that there are no objections to Buyer acquiring the Sale Stapled Securities in accordance with this Agreement either unconditionally or on conditions that do not impose, or are not in Buyer's sole opinion expected to impose, any unduly onerous obligation on Buyer;
  • becomes, or is, precluded from making an order or decision under the $(ii)$ FATA in relation to Buyer acquiring the Sale Stapled Securities in accordance with this Agreement; or
  • if an interim order is made under the FATA in respect of Buyer $(iii)$ acquiring the Sale Stapied Securities, the subsequent period for making a final order prohibiting Buyer acquiring the Sale Stapled Securities elapses without a final order being made;
• (Board resignation and appointments) the resignation of Andrew Konig and $(b)$ the appointment of one nominee designated by Buyer as director of each of the Cromwell entities to replace one RGPL-nominated director, with such appointment to take effect on or before to the day of Completion, where evidence of such appointment is in a form satisfactory to Buyer;
• $(c)$ (voting rights) the voting rights in respect of the Sale Stapled Securities have been exercised in the manner directed by Buyer at all general meetings of the Cromwell entities that are held on or after the date of this Agreement, where evidence of such exercise is in a form satisfactory to Buyer;
• $(d)$ (warranties) there is no breach of any of the representations and warranties set out in paragraph 5.

The Condition Precedent contained in paragraph 4(a) cannot be waived. The Conditions Precedent contained in paragraphs 4(b), 4(c) and 4(d) are for Buyer's benefit and may only be waived by Buyer in writing.

If the Conditions Precedent are not satisfied (or waived in accordance with this Agreement) on or before the date which is 90 days after the date of this Agreement, Buyer may terminate this Agreement by giving seven days' written notice to RGPL.

• RGPL represents and warrants to Buyer that, as at the date of this Agreement and at 5. all times until Completion and on which RGPL acknowledges Buyer has relied in its entry into this Agreement:
• $(a)$ RGPL is the holder and sole legal and beneficial owner of the Sale Stapled Securities;
• RGPL has full corporate power and lawful authority to execute and deliver this $(b)$ Agreement and to consummate and perform its obligations under this Agreement; and
• the Sale Stapled Securities are (i) free from any and all liens, charges and $(c)$ other encumbrances and (ii) not restricted from sale or transfer to Buyer.

$\mathcal{A}$

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• 1. On the date of this Agreement, RGPL must procure Redefine Properties Limited (RPL) and Cromwell to publicly release public announcements, in the form agreed by the parties to this Agreement (parties), to the Johannesburg Stock Exchange and Australian Stock Exchange respectively. Except for the lodgement and publication of any substantial holder notice that Buyer is required to make in accordance with the Corporations Act 2001, no party may make any other public announcements in connection with, or related to, the sale and purchase of the Sale Stapled Securities (Transaction) without the other party's prior written consent (which shall not be unreasonably withheld), except where a party is required by applicable law or any other applicable stock exchange regulation to make any announcement relating to matters the subject of the Transaction, and it may do so only after it has to the maximum extent possible in the circumstances:
• $(a)$ given the other party as much notice as is reasonably practicable in the context of any deadlines imposed by law or a government agency; and
• $(b)$ consulted with the other party as to the content of that announcement.
• No party may assign, charge, encumber or otherwise deal with any rights or $\overline{7}$ . obligations under this Agreement, or attempt, or purport to do so, without the prior written consent of the other party.
• This Agreement contains the entire agreement between the parties with respect to its 8. subject matter. It sets out the only conduct relied on by the parties and supersedes all earlier conduct and prior agreements and understandings between the parties in connection with its subject matter.
• This Agreement is governed by the laws of the State of New South Wales and the 9. Commonwealth of Australia. In relation to it and related non-contractual matters each party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there.
• $10₁$ Each party acknowledges that monetary damages alone may not be adequate compensation for a breach of this Agreement by another party, and each party not in default is entitled to seek specific performance or injunctive relief from a court of competent jurisdiction as a remedy for any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity under or independently of this Agreement.
• $11₁$ This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

IN WITNESS WHEREOF, this Agreement has been duly executed effective as of the date first written above and constitutes a binding agreement between the undersigned parties.

John Lim Hwee Chiang Director and Authorized Signatory Real Estate Investors XXI Pte Ltd My

On: 7 March 2018

Andrew Konig Director and Authorized Signatory ARA Redefine Global Proprietary Limited

On: 7 March 2018

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