CROMWELL PROPERTY GROUP — Share Issue/Capital Change 2012

Feb 22, 2012

23 February 2012

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

Dear Sir/Madam

Cromwell Property Group Performance Rights Plan

Cromwell Property Group (ASX:CMW) has lodged an Appendix 3B advising the market of a change to the number of performance rights issued under the Cromwell Property Group Performance Rights Plan (PRP).

The change follows the vesting of new performance rights and issuing of the stapled securities.

The current performance rights on issue can be summarised as follows:

Security Class	Description	Opening Balance	Change	Closing Balance
CMWAO	Performance Rights Exp 8 Mar 2012	126,859	(126,859)	0
CMWAS	Performance Rights Exp 23 Sep 2012 and 23 Sep 2013	538,451	No change	538,451
CMWAI	Performance Rights Exp 1 Aug 2013	97,633	No change	97,633
CMWAK	Performance Rights Exp 1 Oct 2013, 2014, 2015	5,740,000	No change	5,740,000
CMWAQ	Performance Rights Exp 5 Oct 2014	1,037,152	No change	1,037,152
TOTAL		7,540,095	(126,859)	7,413,236

Yours faithfully

CROMWELL PROPERTY GROUP

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DARYL WILSON

FINANCE DIRECTOR

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

Investors Call 1300 CROMWELL (1300 276 693) or Email invest@cromwell.com.au

Tenants Call 1800 005 657 Phone +61 7 3225 7777 or Email property@cromwell.com.au Fax +61 7 3225 7788

Web www.cromwell.com.au Head Office Level 19, 200 Mary Street, Brisbane QLD 4001

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 Property Group comprising Cromwell Corporation Limited ( Company ) and Cromwell Property Securities Limited ( RE ) as responsible entity for Cromwell Diversified Property Trust ( Trust ).

ABN

ABN 44 001 056 980 (Company) ABN 11 079 147 809 (RE) ARSN 102 982 598 (Trust)

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)	Fully paid Cromwell Property Group stapled securities (each comprising of an ordinary share in the Company stapled to an ordinary unitintheTrust (eacha Stapled Security)).
	126,859
	The securities were issued for nil consideration per security following the exercise of Performance Rights under the Cromwell Property Group Performance Rights Plan.

• 4 Do the[+] securities rank equally in Yes, the Stapled Securities will rank equally in all respects from the date of all respects with ordinary fully paid Stapled allotment with an existing[+] class Securities (CMW) 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 Nil 6 Purpose of the issue Issued following the exercise of Performance (If issued as consideration for the Rights under the Cromwell Property Group acquisition of assets, clearly Performance Rights Plan identify those assets)

• 7 Dates of entering[+] securities 23 February 2012 into uncertificated holdings or despatch of certificates Number +Class

• 8 Number and +class of all 1,166,615,928 Cromwell Property +securities quoted on ASX Group Stapled ( including the securities in Securities (ASX: clause 2 if applicable) CMW). Number +Class

• 9 Number and +class of all 275,106 Ordinary fully paid +securities not quoted on ASX units in the Trust. ( including the securities in clause 2 if applicable) Cromwell Property Group Performance Rights

• 538,451 CMWAS 97,633 CMWAI 5,740,000 CMWAK 1,037,159 CMWAQ

• 10 Dividend policy (in the case of The Stapled Securities will rank equally for a trust, distribution policy) on dividends/distributions with other Stapled the increased capital (interests) Securities on issue.

• See chapter 19 for defined terms.

Appendix 3B Page 2 ME_95279421_1 (W2003)

1/1/2003

Part 2 - Bonus issue or pro rata 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 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	N/A
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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 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
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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

• See chapter 19 for defined terms.

Appendix 3B Page 4 ME_95279421_1 (W2003)

1/1/2003

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

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)

42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 6 ME_95279421_1 (W2003)

1/1/2003

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.

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Sign here: ............................................................ Date: 23 February 2012 Company Secretary

Print name: Nicole Riethmuller

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7 ME_95279421_1 (W2003)