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CROMWELL PROPERTY GROUP Share Issue/Capital Change 2009

Nov 18, 2009

64673_rns_2009-11-18_7e725b68-5e19-4b9c-98bf-39e24972fed7.pdf

Share Issue/Capital Change

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==> picture [553 x 70] intentionally omitted <==

19 November 2009

The Manager Company Announcements Platform ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Amendment to Appendices 3B previously lodged

Cromwell Group has a Performance Rights Plan under which 4,756,600 options were issued to senior staff on 18 September 2007. Following the grant an Appendix 3B noting the new issue was lodged on 10 October 2007.

Under the same Performance Rights Plan, Paul Weightman, CEO & Managing Director, was granted 1,108,100 options on 6 December 2007 and Daryl Wilson, Finance Director, was granted 516,300 options on 6 December 2007. A further Appendix 3B, noting these new issues, was lodged on 7 December 2007.

Pursuant to the Performance Rights Plan, options granted to Mr Weightman, Mr Wilson and staff were forfeited after the original Appendices 3B were lodged. Appendices 3Y in relation to the forfeitures, together with an explanatory cover letter explaining their late lodgement, were lodged with ASX immediately before these Appendices 3B.

Attached to this letter, by way of lodgement, are new Appendices 3B reflecting the reduced number of options on issue. The first reflects the forfeiture of senior staff options and the second reflects both that forfeiture and the subsequent forfeiture of Mr Weightman and Mr Wilson’s options.

Yours faithfully

CROMWELL CORPORATION LIMITED

==> picture [136 x 35] intentionally omitted <==

NICOLE RIETHMULLER COMPANY SECRETARY

CROMWELL GROUP Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Property Securities Limited ABN 11 079 147 809 AFSL 238052 as responsible entity for Cromwell Diversified Property Trust ABN 30 074 537 051 ARSN 102 982 598

Investment Enquiries 1800 334 533 | Property Management 1800 005 657 Phone 07 3225 7777 Fax 07 3225 7788 Email [email protected] Web www.cromwell.com.au Address Level 19 200 Mary Street, GPO Box 1093 Brisbane QLD 4001

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Cromwell Group (CMW) comprising Cromwell Corporation Limited (CCL) and Cromwell Diversified Property Trust (DPT)

ABN

ABN 44 001 056 980 (CCL) ARSN 102 982 598 (DPT)

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of +securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
3
Principal
terms
of
the
+securities
(eg,
if
options,
exercise price and expiry date;
if partly paid+securities, the
amount outstanding and due
dates
for
payment;
if
+convertible
securities,
the
conversion price and dates for
conversion)
Options over ordinary shares in Cromwell
Corporation Limited
1,082,933
Issued as Performance Rights under the
Cromwell Group Performance Rights Plan for
nil consideration. Each Performance Right
carries the right, subject to satisfaction of
conditions, to convert to one CMW Stapled
Security.
• Exercise price is $1.21
The Performance Rights must be exercised
between 7 March 2011 and 7 April 2011.
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 1

ME_73901265_1 (W2003)

Appendix 3B New issue announcement

4
Do the+securities rank equally
in all respects from the date of
allotment
with
an
existing
+class of quoted +securities?
If the additional securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a
trust,
distribution)
or
interest payment
• the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
7
Dates of entering+securities
into uncertificated holdings or
despatch of certificates
8
Number and+class of all
+securities
quoted on ASX
(_including_the securities in
clause 2 if applicable)
No
On exercise of Performance Rights, the
Stapled Securities will rank equally in all
respects with ordinary fully paid Stapled
Securities
No
On exercise of Performance Rights, the
Stapled Securities will rank equally in all
respects with ordinary fully paid Stapled
Securities
Nil
Options
issued
by
Cromwell Corporation
Limited as Performance Rights under the
Cromwell Group Performance Rights Plan
6 December 2007
Number ~~+~~Class
703,084,934 Cromwell
Group
Stapled
Securities
(CMW)
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2 ME_73901265_1 (W2003)

Appendix 3B New issue announcement

9
Number and+class of all
+securities not quoted on ASX
(_including_the securities in
clause 2 if applicable)
10
Dividend policy (in the case of
a trust, distribution policy) on
the
increased
capital
(interests)
Number ~~+~~Class
275,105
4,192,115
Ordinary
fully
paid
units in DPT Cromwell
Group
Performance
Rights
Performance
Rights
carry
no
right
to
dividends/distributions. On exercise, Stapled
Securities
will
rank
equally
for
dividends/distributions with other Stapled
Securities on issue.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or N/A non-renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which N/A the offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding N/A entitlements in relation to fractions

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003 ME_73901265_1 (W2003)

Appendix 3B New issue announcement

18
Names of countries in which
the entity has+security holders
who will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations
on behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date
entitlement
and
acceptance
form
and
prospectus
or
Product
Disclosure Statement will be
sent to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4 ME_73901265_1 (W2003)

1/1/2003

Appendix 3B New issue announcement

29 Date rights trading will end (if N/A applicable) 30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003 ME_73901265_1 (W2003)

Appendix 3B New issue announcement

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 6 ME_73901265_1 (W2003)

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of[+] securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003 ME_73901265_1 (W2003)

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [135 x 36] intentionally omitted <==

Date: 19 November 2009

Print name: Nicole Riethmuller Company Secretary

  • See chapter 19 for defined terms.

== == == == ==

Appendix 3B Page 8 ME_73901265_1 (W2003)

1/1/2003

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Cromwell Group (CMW) comprising Cromwell Corporation Limited (CCL) and Cromwell Diversified Property Trust (DPT)

ABN

ABN 44 001 056 980 (CCL) ARSN 102 982 598 (DPT)

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

  • 1 +Class of +securities issued or to Options over ordinary shares in Cromwell be issued Corporation Limited

  • 2 Number of[+] securities issued or 3,109,182 to be issued (if known) or maximum number which may be issued

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 1

Appendix 3B New issue announcement

3 Principal terms of the Issued as Performance Rights under the +securities (eg, if options, Cromwell Group Performance Rights Plan for exercise price and expiry date; nil consideration. Each Performance Right if partly paid[+] securities, the carries the right, subject to satisfaction of amount outstanding and due conditions, to convert to one CMW Stapled dates for payment; if Security. +convertible securities, the Exercise price is: conversion price and dates for • $1.21 in relation 3,100,582; and conversion) • nil in relation to 8,600. Performance Rights must be exercised between 19 December 2009 and 19 January 2011

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

ME_73347681_1 (W2003)

Appendix 3B New issue announcement

4 Do the[+] securities rank equally No in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do On exercise of Performance Rights, the not rank equally, please state: Stapled Securities will rank equally in all • the date from which they do respects with ordinary fully paid Stapled • the extent to which they Securities participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue Options issued by Cromwell Corporation (If issued as consideration for Limited as Performance Rights under the the acquisition of assets, clearly Cromwell Group Performance Rights Plan identify those assets)

7 Dates of entering[+] securities 8 October 2007 into uncertificated holdings or despatch of certificates

Number ~~+~~ Class 8 Number and[+] class of all 703,084,934 Cromwell Group +securities quoted on ASX Stapled Securities ( including the securities in (CMW) clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

9
Number and+class of all
+securities not quoted on ASX
(_including_the securities in
clause 2 if applicable)
10
Dividend policy (in the case of
a trust, distribution policy) on
the
increased
capital
(interests)
Number ~~+~~Class
275,105
4,733,582
Ordinary
fully
paid
units in DPT Cromwell
Group
Performance
Rights
Performance
Rights
carry
no
right
to
dividends/distributions. On exercise, Stapled
Securities
will
rank
equally
for
dividends/distributions with other Stapled
Securities on issue.

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or
non-renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of +securities to which
the offer relates
15
+Record date to determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy
for
deciding
entitlements
in
relation to
fractions

N/A

N/A

N/A

N/A

N/A



N/A


N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

18
Names of countries in which
the entity has+security holders
who will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations
on behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date
entitlement
and
acceptance
form
and
prospectus
or
Product
Disclosure Statement will be
sent to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

applicable)
30
How do+security holders sell
their
entitlements
in
full
through a broker?
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32
How
do
+security
holders
dispose of their entitlements
(except by sale through a
broker)?
33
+Despatch date
N/A
N/A
N/A
N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a) Securities described in Part 1

(b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of[+] securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [135 x 36] intentionally omitted <==

Date: 19 November 2009

Print name: Nicole Riethmuller Company Secretary

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 9

Appendix 3B New issue announcement

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 10

1/1/2003