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CROMWELL PROPERTY GROUP — Proxy Solicitation & Information Statement 2013
Jun 11, 2013
64673_rns_2013-06-11_1aa5c36a-6b26-4a19-9d4d-a1a75ab62bfb.pdf
Proxy Solicitation & Information Statement
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12 June 2013
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Chairman’s letter
Dear Securityholder
General Meeting Notice
I am pleased to invite you to attend a general meeting of Cromwell Property Group (the “Meeting”).
Date: Friday, 12 July 2013 Time: 1.30pm (Brisbane time), with registration commencing at 1.00pm Venue: Boardroom II, Stamford Plaza, Corner of Edward and Margaret Streets, Brisbane QLD 4000
I am pleased to invite you to attend a general meeting of Cromwell Property Group (“the Meeting”).
Please find enclosed:
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a Notice of Meeting and Explanatory Memorandum; and
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a personalised proxy form for voting on the item of business.
If you are attending the Meeting, please bring your proxy form with you as it contains a barcode that will make registration easier. I invite you to join the Cromwell Directors at the conclusion of the Meeting for afternoon tea.
Securityholders who will not be attending the Meeting are encouraged to either appoint a proxy to attend and vote on your behalf or to vote online. Online voting is accessed via . Instructions on how to complete your proxy form can be found on the reverse of the form. A reply paid envelope has also been enclosed for your convenience.
On behalf of the Cromwell Board, I would like to thank you for your continued support and we look forward to seeing you at the Meeting.
Yours faithfully
CROMWELL PROPERTY GROUP
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GEOFFREY H LEVY, AO CHAIRMAN
Cromwell Property Group (“Cromwell”) 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 (“CPSL”, ABN 11 079 147 809, AFSL 238052). As a Cromwell Securityholder you are both a shareholder in CCL and a unitholder in DPT.
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Notice of Meeting
Cromwell Property Group (“Cromwell”) is a stapled enterprise consisting of Cromwell Corporation Limited ABN 44 001 056 980 (“CCL” or “the Company”) and Cromwell Diversified Property Trust ARSN 102 982 598 (“DPT” or “the Trust”), the responsible entity of which is Cromwell Property Securities Limited ABN 11 079 147 809, AFSL No. 238052 (“CPSL”). Concurrent meetings (“Meeting”) are being held as the Company and the Trust have identical securityholders (“Securityholder”) since a share in the Company is stapled to a unit in the Trust to form a single security. This single security is known as a Stapled Security. Cromwell’s Stapled Securities trade on ASX Limited (“ASX”) under the code CMW.
Additional information concerning the proposed resolution to ratify the placement of Stapled Securities to new and existing institutional investors that occurred in June 2013 for purposes of ASX Listing Rule 7.4 (“Resolution”) is contained in the combined explanatory memorandums (“Explanatory Memorandum”) which accompany and form part of this notice of Meeting (“Notice of Meeting”).
This Notice of Meeting is issued by CCL and by CPSL as the responsible entity of the Trust.
Notice is hereby given that the General Meeting of the Company will be held in conjunction with a General Meeting of the Trust on:
Date: Friday 12 July 2013
Time: 1.30pm (Brisbane time), with registration commencing at 1.00pm
Venue: Boardroom II, Stamford Plaza, Corner of Edward and Margaret Streets, Brisbane QLD 4000
Cromwell Property Group
Ratification of the placement of Stapled Securities to new and existing institutional investors that occurred in June 2013 for the purposes of ASX Listing Rule 7.4
Voting exclusion statement
Cromwell will disregard any votes cast on the Resolution by a person who participated in the placement the subject of the Resolution and an associate of that person.
However, Cromwell need not disregard a vote if:
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(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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(ii) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
ASX has granted Cromwell a waiver from ASX Listing Rule 14.11 to the extent necessary to permit Cromwell to not comply with the voting exclusion statement in respect of the Resolution so that the votes of Securityholders who participated in the issue of Stapled Securities the subject of the Resolution may be counted, to the extent only that those holders are acting solely in a fiduciary, nominee or custodial capacity on behalf of beneficiaries who did not participate in the issue of the securities (“Nominee Holders”), on the following conditions:
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(i) the beneficiaries provide written confirmation to the Nominee Holders that they did not participate in the issue of the securities the subject of the Resolution, nor are they an associate of a person who has participated in such an issue of securities;
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(ii) the beneficiaries direct the Nominee Holders to vote for or against the Resolution; and
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(iii) the Nominee Holders do not exercise discretion in casting a vote on behalf of the beneficiaries.
By order of the Boards of the Company and CPSL (as responsible entity of the Trust):
Nicole Riethmuller Company Secretary 12 June 2013
To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company and an ordinary resolution of the Trust:
“That the issue of 128,023,212 Stapled Securities in Cromwell to new and existing institutional investors that occurred on 11 June 2013, as described in the Explanatory Memorandum accompanying this Notice of Meeting convening the Meeting, is ratified and approved for the purposes of ASX Listing Rule 7.4 and for all other purposes.”
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Notes
1 Terminology and definitions
Terms which are defined in the respective constitutions of the Company or the Trust (“Constitution”, as the context requires for either the Company or the Trust) have the same meaning when used in this Notice of Meeting (and in the Explanatory Memorandum) unless the context requires otherwise. For the avoidance of doubt, a reference in this Notice of Meeting or the Explanatory Memorandum to a ‘Securityholder’ is to the registered holder of a Stapled Security in Cromwell. In the voting exclusion statement, ‘associate’ will have the meaning given in sections 12 and 16 of the Corporations Act 2001 (Cth) (“Corporations Act”). Section 12 is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the entity is the “designated body” for the purposes of that section. Where the named person in the voting exclusion statement is a director or officer of the entity or of a child entity, ‘associate’ also includes a related party of that director or officer.
2 Quorum
The Constitution of the Company provides that a quorum of shareholders for a General Meeting of the Company is shareholders holding not less than 5% of the votes that may be cast at the General Meeting. No business may be transacted at the General Meeting unless a quorum of shareholders is present at the commencement of business.
The Constitution of the Trust provides that a quorum of unitholders for a General Meeting of the Trust is three unitholders and the quorum must be present at all times during the General Meeting. In the case of either the Company or the Trust, if a quorum is not present within 30 minutes after the time appointed for the Meeting, the Meeting will be adjourned in accordance with the respective Constitution. If a quorum is not present within 30 minutes after the time appointed for the adjourned meeting, the Meeting will be dissolved.
3 Voting
The Directors of the Company and the responsible entity of the Trust have determined that, for the purposes of the Meeting, shares in the Company and units in the Trust will be taken to be held by the persons who are registered as a Securityholder as at 7.00pm (Sydney time) on Wednesday 10 July 2013. Accordingly, transfers registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.
Voting on the Resolution will be conducted by way of show of hands, unless a poll is required by the Corporations Act or properly demanded.
A poll may be demanded before a vote on the Resolution is taken, immediately before the voting results on a show of hands are declared or immediately after the voting results on a show of hands are declared. A poll may be demanded by at least five Securityholders present entitled to vote on the Resolution, by Securityholders present with at least five per cent of the votes that may be cast on the Resolution on a poll or by the Chairman.
On a show of hands, each Securityholder will have one vote. On a poll, each Securityholder has:
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(i) in the case of a resolution of the Company, one vote for each fully paid share held by the Securityholder; and
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(ii) in the case of a resolution of the Trust, one vote for each dollar value of the total units held by the Securityholder.
A Securityholder who is entitled to cast two or more votes on a poll need not cast all their votes and may cast their votes in different ways.
In the case of Stapled Securities held by joint holders, only the vote of the joint holder whose name appears first in the register will be accepted to the exclusion of the other joint holder or holders if two or more joint holders purport to vote.
4 Corporate representatives and powers of attorney
A corporate Securityholder may elect to appoint a representative to vote rather than a proxy, in accordance with the Corporations Act. Corporate representatives are required to bring an original or certified copy of their appointment as a representative to the Meeting, or provide it to both the Company and the Trust or the registry before the Meeting. A form of the certificate of appointment may be obtained from Cromwell’s registry. Attorneys are required to lodge a certified copy or the original of the power of attorney pursuant to which they were appointed at the address listed on page 4 of this Notice of Meeting or at the registered office of both the Company and CPSL (including by fax) not later than 1:30pm (Brisbane time) on Wednesday 10 July 2013. Proof of identity will be required to be presented at the Meeting for corporate representatives and attorneys.
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5 Proxies
Each Securityholder has the right to appoint a proxy to attend and vote for them. The proxy will have the same rights to speak, to vote and to join in a demand for a poll at the Meeting. The proxy does not need to be a Securityholder and may be an individual or a body corporate. If you do not plan to attend the Meeting in person, you are encouraged to complete and return the proxy form which accompanies this Notice of Meeting or vote online at www.cromwell.com.au/ registry.
A Securityholder who is entitled to cast two or more votes on a poll may appoint two proxies and may specify the proportion or number of votes each proxy is entitled to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. Fractions will be disregarded. If you appoint two proxies to vote, neither proxy can vote on a show of hands. On a poll, each proxy can only exercise votes in respect of those securities or voting rights the proxy represents.
If the same person (such as the Chairman) is appointed as proxy for two or more Securityholders and those Securityholders have specified different ways for the proxy to vote on an item of business, then the proxy is not entitled to vote (as proxy) on a show of hands on that item.
A proxy may decide whether or not to vote on any item of business or other motion at the Meeting, except where the proxy is required by law or the Company’s or the Trust’s Constitution to vote or abstain from voting in their capacity as proxy. If the proxy’s appointment directs the proxy how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If the proxy’s appointment does not direct the proxy how to vote on an item of business or any other motion at the Meeting, the proxy may abstain or vote as he or she thinks fit on that item or motion.
If an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at the Meeting and the appointed proxy does not attend the Meeting or does not vote on a poll on the resolution, then the Chairman will be taken to have been appointed as the proxy of the relevant Securityholder in respect of the Meeting or the poll on that resolution, as applicable.
6 How the Chairman will vote undirected proxies
If a Securityholder appoints the Chairman as the Securityholder’s proxy and does not specify how the Chairman is to vote on an item of business, the Chairman intends to vote in favour of that item on a poll (subject to the other provisions of this Notice of Meeting, including any voting exclusions).
Cromwell encourages all Securityholders who submit proxies to direct their proxy how to vote on the Resolution.
7 When is the Resolution passed
As the Resolution is an ordinary resolution of the Company and of the Trust, it will only be passed if more than 50 per cent of the votes cast by or on behalf of Securityholders entitled to vote on the Resolution are in favour.
8 Lodgment of proxies and queries
The appointment of a proxy and the original or certified copy of the power of attorney (if the form is signed by an attorney) must be received in one of the following ways:
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Online: Proxy forms can be lodged online at www.cromwell.com.au/registry
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Post: Proxy forms can be returned by mail using the reply paid envelope enclosed or address your letter to:
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Link Market Services Pty Limited Locked Bag A14 Sydney South NSW 1235
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Facsimile: Proxy forms and a certified copy of the power of attorney (if the form is signed by an attorney) may be delivered by facsimile to: +61 2 9287 0309
9 More information
If you have any questions, please phone Link Market Services Limited, Cromwell’s registry, on 1300 550 841 or phone Cromwell Investor Services on 1300 276 693.
If you appoint a proxy, you may still attend the Meeting. Your proxy will not be able to speak or vote at the Meeting whilst you are present.
Please note that proxy forms (and, if they are executed pursuant to a power of attorney, a certified copy or the original of the power of attorney) must be lodged online or received at the address listed below or at the registered office of the Company and CPSL (including by fax) not later than 1:30pm (Brisbane time) on Wednesday 10 July 2013.
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Explanatory Memorandum
Introduction
This Explanatory Memorandum contains information relevant to the Resolution set out in the Notice of Meeting and should be read carefully and in its entirety by Securityholders before making any decision and voting in relation to the Resolution.
If you have any doubt regarding the information contained in this Explanatory Memorandum or any action you should take in respect of such information, you should consult your financial, legal, taxation or other professional adviser.
Defined terms used in the Explanatory Memorandum are set out in the Notice of Meeting. This Explanatory Memorandum was prepared by Cromwell.
On 23 May 2013, Cromwell announced an intention to undertake a capital raising to raise $250 million (the “Equity Raising”). The Equity Raising consisted of three separate components:
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a placement to Redefine Properties Limited and other existing and new institutional investors to raise approximately $128 million (the “Placement”);
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an accelerated non-renounceable pro-rata institutional entitlement offer, for eligible institutional Securityholders, to raise approximately $65 million (the “Institutional Entitlement Offer”); and
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a non-renounceable pro-rata retail entitlement offer, for eligible retail Securityholders, to raise approximately $57 million.
Securities were issued pursuant to the Placement and the Institutional Entitlement Offer on 11 June 2013. The retail entitlement offer is open for participation by eligible retail Securityholders and is scheduled to close on 17 June 2013. The net proceeds of the first two components of the Equity Raising are being used to partly fund the acquisition of a portfolio of commercial property assets from the New South Wales (“NSW”) State Government and pay the costs of the Equity Raising.
1 Ratification of the Placement for the purposes of ASX Listing Rule 7.4 and all other purposes
On 24 May 2013, Cromwell completed a placement of 128,023,212 Stapled Securities to existing and new institutional investors (the “Placement”).
All Stapled Securities under the Placement were issued at a price of $1.00, with the total amount raised being $128,023,212 (before Equity Raising costs). Further details on the Placement can be found in the ASX market announcement made by Cromwell on 23 May 2013 (the “Announcement”).
ASX Listing Rule 7.1 imposes a limit on the number of securities that an entity can issue or agree to issue in a 12 month period without Securityholder approval. Generally, and subject to the exceptions set out in ASX Listing Rule 7.2, an entity may not, without Securityholder approval, issue in any 12 month period more than 15% of the number of securities on issue 12 months before the date of the issue. The Placement was made in accordance with Cromwell’s placement capacity under ASX Listing Rule 7.1.
ASX Listing Rule 7.4 provides that an issue of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 at the time the issue was made and Securityholders subsequently approve the issue.
Accordingly, Securityholders are requested to subsequently approve the Placement in accordance with ASX Listing Rule 7.4 to refresh Cromwell’s placement capacity.
Please note that if Securityholders approve the Resolution, any future equity raisings by Cromwell would remain subject to the 15% limit set out in ASX Listing Rule 7.1. The effect of an approval of the Resolution would be that the Stapled Securities issued under the Placement would not reduce the number of Stapled Securities that could be issued by Cromwell without Securityholder approval (within the 15% limit) and will increase the base number of securities from which the 15% calculation is made.
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For the purposes of ASX Listing Rule 7.5, details of the Placement are set out below:
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the number of securities issued: the number of Stapled Securities that Cromwell issued and allotted under the Placement was 128,023,212;
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the price at which the securities were issued: $1.00 per Stapled Security. This represented a discount of approximately 3.8% to the volume weighted average price (“VWAP”) of Cromwell Stapled Securities over the five trading days immediately prior to the announcement of the Equity Raising (for further details see the Announcement);
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the terms of the securities: the Stapled Securities the subject of the Placement rank equally with existing Stapled Securities on issue with full entitlement for the June 2013 quarter distribution;
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the names of the persons to whom Cromwell issued the securities or the basis on which those persons were determined: 33,458,218 Stapled Securities were issued to Redefine Properties Limited and 94,564,994 Stapled Securities were issued to sophisticated, professional and wholesale clients identified by Merrill Lynch Equities (Australia) Limited ABN 65 006 276 795 and/or RBS Morgans Corporate Limited ABN 32 010 539 607;
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the use (or intended use) of the funds raised: the funds raised from the Placement were used, together with the funds raised from the Institutional Entitlement Offer, to partly fund the acquisition of a portfolio of commercial property assets from the NSW State Government and pay the costs of the Equity Raising; and
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a voting exclusion statement: a voting exclusion statement in respect of the Resolution is set out in the Notice of Meeting.
The Directors of Cromwell consider that the ratification of the issue of Stapled Securities under the Placement as described above is in the best interests of Cromwell as it provides enhanced funding flexibility under ASX Listing Rule 7.1 to issue additional Stapled Securities over the next 12 months should it be required.
Advantages
By passing the Resolution, Securityholders will refresh part of Cromwell’s placement capacity under ASX Listing Rule 7.1. This is desirable because the Placement has partially utilised Cromwell’s placement capacity under ASX Listing Rule 7.1 .
Such a resolution provides funding flexibility in respect of potential acquisitions, investment opportunities, and general capital management initiatives that may arise. Cromwell has, and continues to, actively seek acquisition opportunities which complement its investment strategy and existing portfolio. If an opportunity to acquire an attractive asset or assets that will assist Cromwell meet its strategy arises, then an ASX announcement will be made if required.
Disadvantages/risks
The key potential disadvantage and risk associated with the Resolution is if Cromwell issues further equity (which it would be able to do, should Securityholders approve the Resolution) the percentage holdings in Cromwell of Securityholders who do not participate in that future issue will be further reduced.
The Boards of Cromwell are of the opinion that this potential disadvantage and risk are substantially outweighed by the potential advantages and benefits associated with Cromwell refreshing its placement capacity, and accordingly considers that the Resolution is in the best interests of all Securityholders.
However, Securityholders should consider their individual circumstances and make their own determination as to how to vote on the Resolution.
2 What will happen if the Resolution is not passed?
If Securityholders do not approve the Resolution and an investment opportunity does arise, Cromwell’s ability to participate in that opportunity in a timely manner, or at all, may be constrained as:
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(a) Cromwell will, to the extent of the amount of the Placement, be restricted in raising further capital through a further placement without Securityholder approval until 11 June 2014 (being 12 months of the date of completion of the Placement); and
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(a) alternative funding sources may not be available at that time or at a competitive price.
Directors’ Recommendation
The Directors unanimously recommend that Securityholders vote in favour of the Resolution.
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LODGE YOUR VOTE
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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
www.linkmarketservices.com.au
ONLINE
By mail: Cromwell Property Group [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
All enquiries to: Telephone: +61 1300 550 841
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SECURITYHOLDER PROXY FORM
I/We being a member(s) of Cromwell Corporation Limited (“CCL”) and Cromwell Diversified Property Trust (“CDPT”), together “Cromwell Property Group” and entitled to attend and vote hereby appoint:
STEP 1
APPOINT A PROXY
the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered securityholder) you are appointing as your proxy
or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to act generally on my/our behalf, and to vote in accordance with the following directions (or, if no directions have been given, as the proxy sees fit), at the General Meeting of CCL and CDPT (together, the “Meeting”) to be held at 1:30pm (Brisbane Time) on Friday, 12 July 2013, at Stamford Plaza, Corner of Edward and Margaret Streets, Brisbane QLD 4000 and at any adjournment or postponement of the Meeting.
IMPORTANT NOTE
The Chairman of the Meeting intends to vote undirected proxies in favour of the Resolution if a poll is called on the Resolution. If you do not wish for the Chairman to vote this way, you should specify the way the proxy is to vote on the Resolution by completing step 2.
Proxies will only be valid and accepted by Cromwell Property Group if they are signed and received no later than 48 hours before the Meeting (or, if adjourned, the resumption of the Meeting).
Please read the voting instructions overleaf before marking any boxes with an X
Your proxy may decide how to vote on the Resolution considered at the Meeting except where specifically directed below.
STEP 2
Resolution
VOTING DIRECTIONS
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For Against Abstain
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Ratification of the placement of Stapled Securities to new and existing institutional investors that occurred on 11 June 2013
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
STEP 3
Securityholder 1 (Individual)
Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Director/Company Secretary (Delete one) Director
Sole Director and Sole Company Secretary
This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with Cromwell Property Group’s constitution and the Corporations Act 2001 (Cth).
CMW PRX301
HOW TO COMPLETE THIS PROXY FORM
Your Name and Address
This is your name and address as it appears on Cromwell Property Group’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.
Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. If you specify the way the named proxy is to vote on the Resolution and the named proxy does not attend the Meeting or does not vote on a poll on the Resolution, then the Chairman of the Meeting will be taken to have been appointed as your proxy in respect of the Meeting or the poll on the Resolution, as applicable. A proxy need not be a securityholder of Cromwell Property Group. A proxy may be an individual or a body corporate.
Votes on the Resolution – Proxy Appointment
You may direct your proxy how to vote by placing a mark in one of the boxes opposite the Resolution. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolution, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Cromwell Property Group’s security registry or you may copy this form and return them both together.
The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.
To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
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(b) return both forms together.
Signing Instructions
You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either securityholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where your Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If your Company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
Corporate Representatives
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from Cromwell Property Group’s security registry.
Lodgement of a Proxy Form
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:30pm (Brisbane Time) on Wednesday, 10 July 2013, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).
by mail:
Cromwell Property Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
by fax:
+61 2 9287 0309
by hand:
delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138.
If you would like to attend and vote at the Meeting, please bring this form with you. This will assist in registering your attendance.