CROMWELL PROPERTY GROUP — Proxy Solicitation & Information Statement 2019

Nov 13, 2019

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Thursday 14 November 2019

ASX Market Announcements Office Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Cromwell Property Group (ASX:CMW)

In accordance with ASX Listing Rule 3.17.1, attached is a copy of a letter sent to holders of Cromwell Property Group stapled securities today.

Yours faithfully

CROMWELL PROPERTY GROUP

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LUCY LAAKSO

COMPANY SECRETARY

ME_143150299_1

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HEAD OFFICE Lvl 19, 200 Mary St, Brisbane QLD 4001 I GPO Box 1093, Brisbane QLD 4001 INVESTORS 1300 268 078 I EMAIL invest@cromwell.com.au TENANTS 1800 005 657 I EMAIL property@cromwell.com.au TELEPHONE +61 7 3225 7777 FACSIMILE +61 7 3225 7788 WEBSITE www.cromwellpropertygroup.com

IMPORTANT INFORMATION

IGNORE ARA’S BLUE PROXY FORM

ARA IS ATTEMPTING TO INFLUENCE CROMWELL’S STRATEGY FOR ITS OWN PURPOSES AGM RESOLUTIONS: ONLY VOTE USING CROMWELL’S OFFICIAL PROXY FORM

Dear Securityholder,

You may have received a letter and a pre-filled blue proxy form from a foreign investor, Singaporean fund manager, ARA Asset Management Limited (ARA). ARA has become Cromwell Property Group’s (Cromwell) largest securityholder and has advised Cromwell that the letter and blue proxy form would be sent to all Cromwell securityholders.

If you have received a letter or proxy form it is because ARA is seeking to influence the control of Cromwell including electing its nominee Dr Gary Weiss to the Board.

ARA has advised Cromwell that it will encourage Cromwell securityholders to vote against all except one of the resolutions recommended by the Board. ARA has not addressed why securityholders should vote against all but one of the resolutions recommended.

ARA has instead chosen to make a range of incorrect assertions. We address these matters on Cromwell’s website at www.cromwellpropertygroup.com/agm .

THE FACTS

• ARA is a direct competitor to Cromwell in Australia and Europe

• As a nominee of a competitor, Dr Weiss is conflicted from participating in important Cromwell Board deliberations and sensitive commercial discussions. He is also heavily overcommitted with many other publicly listed directorships and responsibilities and his skills do not add to the skills on the Cromwell Board

• ARA is pursuing its own interests and maximising value for its own investors, not for all Cromwell securityholders

• ARA has agitated through the media and sought to disrupt and exert influence over Cromwell’s strategy and operations in a way that’s value destructive to securityholders

• ARA’s actions and conduct point to an attempt to ‘takeover by stealth’ without paying Cromwell securityholders a control premium

• Cromwell’s Board is deeply experienced and has a proven track record of delivering value for all Cromwell securityholders

• Cromwell’s strong performance and security price over the long term are evidence of the right strategy and a management team executing and delivering for all securityholders

• Refreshing Cromwell’s placement capacity provides Cromwell with capital flexibility – why would ARA oppose this?

Cromwell Property Group (ASX:CMW) comprising Cromwell Corporation Limited ABN 44 001 056 980 and the Cromwell Diversified Property Trust ABN 30 074 537 051, ARSN 102 982 598 (the responsible entity of which is Cromwell Property Securities Limited ABN 11 079 147 809, AFSL 238052)

As ARA intends to vote against the independent Cromwell Board’s recommendations on all other AGM Resolutions except one, the Cromwell Board has established an Independent Sub Committee to consider and address the matters raised by ARA.

YOUR VOTE COUNTS

Your vote is important if you want to ensure Cromwell can continue its more than 20-year track record of delivering market beating investment returns for securityholders, free from a competitor pursuing its own agenda, to the detriment of other securityholders.

Before voting, please read Cromwell’s Notice of Meeting and Explanatory Memorandum which contains detailed information about the resolutions to be put to the meeting, the reasons for your Board’s recommendations and also how to vote.

BOARD RECOMMENDATION

Your Cromwell Board again unanimously recommends that you VOTE FOR RESOLUTIONS 2, 3, 4, 6, 7, 8, 9 and AGAINST RESOLUTION 5 to elect ARA’s nominee, Dr Gary Weiss, as a Director on your Cromwell Board.

The Board’s statement regarding its recommendations on the Resolutions is enclosed with this letter. Details of ARA’s past actions and our response to their claims which are wrong is available at www.cromwellpropertygroup.com/agm .

WHAT YOU NEED TO DO – VOTE NOW

If you are not attending Cromwell’s AGM, please submit your proxy as soon as possible so that you have your say on the future of Cromwell.

At Step 1 on your white Proxy form mark X to appoint a proxy – such as the Chair

the Chair of the the Chair of the OR if you are OR if you are NOTNOT appointing the Chair of the Meeting as appointing the Chair of the Meeting as your pyou r oxy, please write the name of the p proxy, please write the name of th e persrson r o n or body body X Meeting Meeting (mark box)(mark box) corpc or porate you are appointing as your proxyate you are appointing as your proxy or failing the por failing th e rson r body corp pers o n or body c or ate named, or if no person r body corpporate named, or if no pers o n or body c or ate is named, the Chair of the Meeting, as my/our proxy to act generally porate is named, the Chair of the Meeting, as my/our proxy to act generally on my/our behalf (including to vote in accordance with the following directions or, if no directions have bon my/our behalf (including to vote in accordance with the following directions or, if no directions hav e en given a been give n d to the ext and to the e n permitted by the ix t ent permitted by the i

To follow the Board’s recommendations At Step 2 mark X in the ‘For’ boxes for Resolutions 2, 3, 4, 6, 7, 8, 9 mark X in the ‘Against’ box for Resolution 5

Resolutions supported by the Board Resolutions supported by the Board	Resolutions supported by the Board Resolutions supported by the Board	Board Recommendation Board Recommendation	Board Recommendation Board Recommendation	For		For Against Abstain Against Abstain**	For Against Abstain Against Abstain**	For Against Abstain Against Abstain**	For Against Abstain Against Abstain**
2	2Re-election of Ms Jane Tongs as a Director Re-election of Ms Jane To gs as a Directo	FOR FOR		X
3	3Election of Ms Lisa Scenna as a Director Election of Ms Lisa Scenna as a Directo	FOR FOR		X
STEP 2 4Election of Ms Tanya Cox as a Director Resolution not supported by the Board 5Election of Dr Gary Weiss, who has been nominated by a shareholder, as a Director (non-Board endorsed) 4Election of Ms Tanya Cox as a Directo Resolution n t supported by the Board 5Election of Dr Gary Weiss, who has been nominated by a sharehold r, as a Directo (non-Board endorsed)		Board Recommendation FOR AGAINST Board Recommendation FOR AGAINST		For X		For Against Abstain Against Abstain X**
Resolutions supported by the Board Resolutions supported by the Board		Board Recommendation Board Recommendation		For		For Against Abstain Against Abstain**
6	6Adoption of Remuneration Report Adoption of Remuneration Report	FOR FOR		X
7	7Ratifcation of the institutional placementof Stapled Securities that occurred in July 2019 Ratifc on of the institutional placement of S apled Securities that occurred in July 2019	FOR FOR		X
8	8Approval of the Cromwell Property Group Performance Rights Plan Approval of the Cromwell Property Group Performance Rights Plan	FOR FOR		X
9	9Grant of Performance Rights and Stapled Securities to Chief Executive Offcer Grant of Performance Rights and Stapled Securities to Chief Ex cutive Offcer	FOR FOR		X

For your vote to count, please lodge your completed Cromwell official proxy form no later than 10.30am AEST Tuesday 26 November 2019. For your convenience a copy of Cromwell’s official proxy form for the AGM is enclosed.

Securityholders should ignore ARA’s letter and discard their pre-filled blue proxy form.

If you have mistakenly used the ARA blue pre-filled proxy form and wish to change your vote, or believe that you have made a mistake in submitting an earlier proxy, please complete and submit the enclosed proxy form.

If you have any questions, please contact Cromwell’s Investor Services Team on 1300 268 078 (within Australia) or +61 7 3225 7777 (outside Australia) or email invest@cromwell.com.au

We thank you for your ongoing support.

Cromwell Property Group

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HEAD OFFICE Lvl 19, 200 Mary St, Brisbane QLD 4001 I GPO Box 1093, Brisbane QLD 4001 INVESTORS 1300 268 078 I EMAIL invest@cromwell.com.au TENANTS 1800 005 657 I EMAIL property@cromwell.com.au TELEPHONE +61 7 3225 7777 FACSIMILE +61 7 3225 7788 WEBSITE www.cromwellpropertygroup.com

14 November 2019

Cromwell Property Group (Cromwell) has been notified that ARA Asset Management Limited (ARA) has sent a letter to Cromwell securityholders which is trying to influence the control of Cromwell, including advocating for Dr Gary Weiss’s election to the Cromwell Board of Directors at Cromwell’s Annual General Meeting (AGM) on 28 November 2019.

The Cromwell Board reaffirms its careful and considered recommendations to vote in respect of all Resolutions including to vote against Resolution 5. The rationale for the Board’s recommendation is detailed in the AGM Notice of Meeting and Explanatory Memorandum and all securityholders are encouraged to read it carefully.

In summary, the Cromwell Board’s recommendation was based on the following reasons:

• Due to the frequency of potential conflict and subsequent application of Cromwell’s conflict of interest policy, nominees of ARA (a competitor) are not able to participate in Board deliberations to the full extent required to discharge their duties and obligations to Cromwell.

• Dr Weiss’s skillset is either already represented on the Cromwell Board or is unlikely to contribute to the current strategy and direction of Cromwell. Dr Weiss’s appointment would not be consistent with Cromwell’s commitment to Board diversity (including but not limited to gender, age, background, geography and tenure).

• Dr Weiss holds seven listed board appointments, including three as Chair and one as an Executive Director. Dr Weiss’s existing commitments may prevent him from dedicating the time required to discharge his duties and obligations to Cromwell. Dr Weiss is Chair of Estia Health Limited (a competitor of Cromwell’s joint venture entity, LDK Healthcare), which creates additional conflict.

The letter that ARA has sent to Cromwell securityholders has not addressed any of the reasons for the Cromwell Board’s recommendation against the election of Dr Weiss and has not addressed ARA’s proposals in relation to the other Resolutions. Instead, ARA’s letter has reinforced the “proprietary” role that Dr Weiss would adopt if he is elected as a Director on the Cromwell Board.

The Board reaffirms its recommendations in relation to all Resolutions including to vote AGAINST Resolution 5 and to vote FOR all other Resolutions in the Notice of Meeting.

Please only use the official Cromwell proxy forms.

If you have any questions, please contact Cromwell’s Investor Services Team on 1300 268 078 (within Australia) or +61 7 3225 7777 (outside Australia) or invest@cromwell.com.au.

Geoffrey H Levy, AO

Chair, Cromwell Property Group

Cromwell Property Group (ASX:CMW) comprising Cromwell Corporation Limited ABN 44 001 056 980 and the Cromwell Diversified Property Trust ABN 30 074 537 051, ARSN 102 982 598 (the responsible entity of which is Cromwell Property Securities Limited ABN 11 079 147 809, AFSL 238052)

LODGE YOUR VOTE

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ONLINE 

www.linkmarketservices.com.au

• BY MAIL

• Cromwell Property Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

Cromwell Property Group

Cromwell Corporation Limited ABN 44 001 056 980 C/- Link Market Services Limited

Cromwell Diversified Property Trust ARSN 102 982 598 Locked Bag A14

(the responsible entity of which is Cromwell Property Securities Limited Sydney South NSW 1235 Australia ABN 11 079 147 809, AFSL 238 052)  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: +61 1300 550 841 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 above by 10:30am (AEST) on Tuesday, 26 November 2019, 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 BY MOBILE DEVICE QR Code www.linkmarketservices.com.au You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into Login to the Link website using the holding details as shown your mobile device. Log in using the Holder Identifier and on the Proxy Form. Select ‘Voting’ and follow the prompts to postcode for your securityholding. lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” - To scan the code you will need a QR code reader application Securityholder Reference Number (SRN) or Holder Identification which can be downloaded for free on your mobile device. Number (HIN). HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM YOUR NAME AND ADDRESS APPOINTMENT OF A SECOND PROXY This is your name and address as it appears on the Cromwell Property Group You are entitled to appoint up to two persons as proxies to attend the Meeting and securities register. If this information is incorrect, please make the correction on vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may the form. Securityholders sponsored by a broker should advise their broker of any be obtained by telephoning Cromwell Property Group’s securities registry or you changes. Please note: you cannot change ownership of your securities using may copy this form and return them both together. this form. To appoint a second proxy you must: APPOINTMENT OF PROXY (a) on each of the first Proxy Form and the second Proxy Form state the percentage If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step of your voting rights or number of securities applicable to that form. If the 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, appointments do not specify the percentage or number of votes that each please write the name of that individual or body corporate in Step 1. If you leave this proxy may exercise, each proxy may exercise half your votes. Fractions of section blank, the Chair of the Meeting will be your proxy. A proxy need not be a votes will be disregarded; and securityholder of Cromwell Property Group. (b) return both forms together. DEFAULT TO CHAIR OF THE MEETING SIGNING INSTRUCTIONS If you specify the way the named proxy is to vote on a particular Resolution and You must sign this form as follows in the spaces provided: the named proxy does not attend the Meeting or does not vote on a poll on the Individual: where the holding is in one name, the holder must sign. Resolution, then the Chair of the Meeting will be taken to have been appointed as your proxy in respect of the Meeting or the poll on that Resolution. Any undirected Joint Holding: where the holding is in more than one name, either securityholder proxies that default to the Chair of the Meeting will be voted according to the may sign. instructions set out in this Proxy Form, including where the Resolutions are Power of Attorney: to sign under Power of Attorney, you must lodge the Power connected directly or indirectly with the remuneration of a member of Cromwell of Attorney with the registry. If you have not previously lodged this document for Property Group’s KMP. notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. VOTES ON RESOLUTIONS – PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes Companies: where the company has a Sole Director who is also the Sole Company opposite each Resolution. All your securities will be voted in accordance with such Secretary, this form must be signed by that person. If the company (pursuant to a direction unless you indicate only a portion of voting rights are to be voted on section 204A of the Corporations Act 2001 (Cth)) does not have a Company any Resolution by inserting the percentage or number of securities you wish to Secretary, a Sole Director can also sign alone. Otherwise this form must be signed vote in the appropriate box or boxes. If you do not mark any of the boxes on the by a Director jointly with either another Director or a Company Secretary. Please Resolutions, your proxy may vote as he or she chooses. If you mark more than indicate the office held by signing in the appropriate place. one box on a Resolution your vote on that Resolution will be invalid. If you wish to appoint a Director (other than the Chair of the Meeting) or other member of

Cromwell Property Group’s KMP, or their closely related parties as your proxy, you CORPORATE REPRESENTATIVES

must specify how they should vote on Resolutions 6, 8 and 9 by marking the If a representative of the corporation is to attend the Meeting the appropriate

appropriate box. If you do not, your proxy will not be able to vote on those Resolutions. “Certificate of Appointment of Corporate Representative” must be produced

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from Cromwell Property Group securities registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

X99999999999

X99999999999

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:

APPOINT A PROXY

the Chair of the OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of CCL and at the General Meeting of CDPT (together the Meeting ) to be held at 10:30am (AEST) on Thursday, 28 November 2019 at Cromwell Property Group, Level 19, 200 Mary Street, BRISBANE QLD 4000 and at any postponement or adjournment of the Meeting. Important for Resolutions 6, 8 and 9 : If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Resolutions 6, 8 and 9, even if those Resolutions are connected directly or indirectly with the remuneration of a member of Cromwell Property Group’s Key Management Personnel ( KMP ). The Chair of the Meeting intends to vote undirected proxies against Resolution 5 and in favour of Resolutions 2, 3, 4, 6, 7, 8 and 9 if a poll is called or is required on the relevant Resolution. VOTING DIRECTIONS 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 T Resolutions supported by the Board RecommendationBoard For Against Abstain * 2 Re-election of Ms Jane Tongs as a Director FOR 3 Election of Ms Lisa Scenna as a Director FOR 4 Election of Ms Tanya Cox as a Director FOR Resolution not supported by the Board RecommendationBoard For Against Abstain * 5 Election of Dr Gary Weiss, who has been nominated by a shareholder, AGAINST as a Director (non-Board endorsed) Resolutions supported by the Board RecommendationBoard For Against Abstain * 6 Adoption of Remuneration Report FOR 7 Ratification of the institutional placement of Stapled Securities FOR that occurred in July 2019 8 Approval of the Cromwell Property Group Performance Rights Plan FOR 9 Grant of Performance Rights and Stapled Securities to Chief Executive Officer FOR

the Chair of the OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of CCL and at the General Meeting of CDPT (together the Meeting ) to be held at 10:30am (AEST) on Thursday, 28 November 2019 at Cromwell Property Group, Level 19, 200 Mary Street, BRISBANE QLD 4000 and at any postponement or adjournment of the Meeting.

 * If you mark the Abstain box for a particular Resolution, 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

Securityholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Securityholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Securityholder 3 (Individual) Director

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 the company’s constitution and the Corporations Act 2001 (Cth).

CMW PRX1902N