Cromwell Board Statement RE: ARA's Securityholder Letter

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

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