COVENTRY GROUP LIMITED — AGM Information 2007

Oct 7, 2007

COVENTRY GROUP LTD ABN 37 008 670 102

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2007 Annual General Meeting of Coventry Group Ltd (Company) will be held at the Golden Ballroom North, Sheraton Perth Hotel, 207 Adelaide Terrace, Perth, Western Australia on Monday 5 November 2007 commencing at 3.00 pm WDST.

ORDINARY BUSINESS

1. Financial and other reports

To receive and consider the Financial Report, Directors’ Report and Audit Report for the year ended 30 June 2007.

2. Election of a director

To elect as a director, Mr Barry Nazer, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.

3. Remuneration Report

To adopt the Remuneration Report of the Company for the year ended 30 June 2007.

Note: The vote on this resolution is advisory only and does not bind the directors of the Company.

SPECIAL BUSINESS

4. Issue of Options to Roger Flynn

To consider and, if thought fit, pass the following as an ordinary resolution:

“That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue to the Company’s Executive Chairman, Mr Roger Flynn, or his associates, of 500,000 options over unissued shares in the capital of the Company in accordance with the terms of the Company’s Executive Long Term Incentive Plan and as set out in the Explanatory Note which accompanies this Notice of Meeting.”

Voting Exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on the resolution by Mr Flynn and by any of his associates (as defined in the Corporations Act). However, the Company need not disregard a vote if it is cast by Mr Flynn as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by Mr Flynn acting as 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.

OTHER BUSINESS

1. To consider any other business which may be brought before the meeting in accordance with the Constitution.

Please read the attached proxy form which contains voting entitlement instructions. If you have any questions regarding this Notice of Meeting or Explanatory Notes please call the Company Secretary on (08) 9276 0323 until 12 October 2007. From 15 October 2007 please call (08) 9436 5404.

By Order of the Board

John Colli Company Secretary

4 October 2007

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COVENTRY GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

(CONTINUED)

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the annual general meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes; and

• (d) to be effective, a completed proxy form must be received not less than 48 hours before the appointed time of the annual general meeting. Once the proxy form is completed and all details checked by you, the form is to be sent or delivered to 525 Great Eastern Highway, Redcliffe WA 6104 or posted in the reply paid envelope provided or sent by facsimile to (08) 9436 5406.

Point at which Voting Rights are Determined

The Corporations Act 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company’s directors have determined that all shares of the Company that are quoted on ASX at 5pm WDST on Saturday 3 November 2007 shall, for the purposes of determining voting entitlements at the annual general meeting, be taken to be held by the persons registered as holding the shares at that time.

Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act 2001, a reasonable opportunity will be given to shareholders to ask questions about or make comments on the management of Coventry Group at the meeting.

Shareholders may also lodge written questions prior to the AGM by completing the enclosed Shareholder Questions form (on the reverse side of the Proxy Form).

Similarly a reasonable opportunity will be given to shareholders to ask Coventry Group’s external auditor, KPMG, questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor’s report;

• (c) the accounting policies adopted by Coventry Group in relation to the preparation of its financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit written questions to KPMG if the questions are relevant to the content of KPMG’s audit report or the conduct of its audit of Coventry Group’s financial report for the year ended 30 June 2007 by completing the appropriate section of the enclosed Shareholder Questions form.

Relevant written questions for KPMG must be received by mail or facsimile at 525 Great Eastern Highway, Redcliffe WA 6104, facsimile number (08) 9436 5406 no later than 5.00 pm WDST on Monday 29 October 2007.

2007 Annual Report

The 2007 Annual Report can be viewed on the Company’s website at www.cgl.com.au

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COVENTRY GROUP LTD

EXPLANATORY NOTES ON AGENDA ITEMS

(CONTINUED)

Item 1 – Financial and other reports

The Company is required by the Corporations Act 2001 to table the Financial Report and the Reports of the Directors and the Auditors on the Financial Report for the year ended 30 June 2007. Shareholders are not required to vote on these reports but will have ample opportunity to raise questions on the Reports and on the performance of the Company generally at the meeting.

Item 2 - Election of a director (ordinary resolution)

Mr Nazer retires as a director in accordance with the annual rotation provisions of the Constitution. Mr Nazer, being eligible, offers himself for re-election. The Board (with the relevant Director abstaining) unanimously recommends that the shareholders vote in favour of the re-election of Mr Nazer.

The following is a profile of Mr Nazer:

Barry Frederick Nazer

BBUS, FCPA, FFin, ANZIIF (Fellow), FAICD Independent non-executive director Chairman of audit and risk committee; member of nomination committee age 59

Mr Nazer was appointed as a director of the Company in September 2003. He is currently Chief Financial Officer of Wesbeam Holdings Limited, an unlisted public company which operates a laminated veneer lumber manufacturing facility. He is also a director of the M G Kailis Group.

He was Chief Financial Officer and Company Secretary of WESFI Limited, a major engineered wood products manufacturer and distributor, from August 1999 until its sale in 2001. He previously spent over 10 years at the executive level of Western Australia’s largest financial institution, Bank of Western Australia Limited (BankWest), including almost 9 years as Chief Financial Officer.

Mr Nazer’s past experience includes as a director of a public company involved in the development of treasury and risk management software for financial institutions and corporate treasuries and as a member of Curtin University’s Business School Advisory Council.

He held no other listed company directorships during the past 3 financial years.

Mr Nazer was last elected at the 2005 annual general meeting.

Item 3 – Remuneration Report (ordinary resolution)

The Corporations Act 2001 (the Act) requires listed companies to make expanded disclosure in respect of director and executive information. As a result, the Directors’ Report must include a section called the “Remuneration Report”. This report is set out on pages 14 to 29 of the Annual Report. Additionally, the Act requires listed companies to put the Remuneration Report for each financial year to a vote of members at the Company’s annual general meeting.

Under the Act, the vote is advisory only. Accordingly, the vote is not binding on the Company and does not affect the employment arrangements in place for employees of the Company and its subsidiaries.

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COVENTRY GROUP LTD

EXPLANATORY NOTES ON AGENDA ITEMS

(CONTINUED)

In summary, the Remuneration Report:

• explains the principles used to determine the nature and amount of remuneration of Key Management Personnel (KMPs) of the Company. The KMPs have the authority and responsibility for planning, directing and controlling the activities of the Company and include the directors and the 5 highest paid executive officers of the Company and consolidated entity;

• details any performance conditions applicable to the remuneration of KMPs;

• sets out the remuneration details for KMPs of the Company; and

• sets out particulars of short term and long term incentives and key employment terms of the relevant KMPs.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board unanimously recommends that shareholders vote in favour of the adoption of the Remuneration Report.

Item 4 – Issue of Options to Roger Flynn (ordinary resolution)

The Board has recently resolved to amend the Executive Long Term Incentive Plan (“ELTIP”) so as to allow it to better provide for incentives to Executive Management by the issue of options over unissued ordinary shares in the Company (“Options”).

The Board is seeking approval to issue to Roger Flynn (or a related entity of Mr Flynn) 500,000 Options on the terms contemplated by the ELTIP.

The terms upon which the Options will be issued are as follows:

• (a) the exercise price of the Options will be $3.88, which is the volume weighted average price (“VWAP”) at which the shares in the Company traded on the ASX during the 30 day period following the release of the Company’s audited accounts for the period ending 30 June 2007 plus 10%. No amount is payable by Mr Flynn on the issue of the Options;

• (b) the Options have a term of 5 years from the date of issue and Options not exercised by the end of that period will lapse;

• (c) the Options may only be exercised if the price of the Company’s shares on ASX (determined by reference to a 5 day VWAP) exceeds certain percentages of growth relevant to the exercise price, in particular:

• (i) one third of the Options can be exercised if the 5 day VWAP exceeds the exercise price of the Options by 15%;

• (ii) one third of the Options can be exercised if the 5 day VWAP exceeds the exercise price of the Options by 30%; and

• (iii) one third of the Options can be exercised if the 5 day VWAP exceeds the exercise price of the Options by 45%;

• (d) the Options will also become exercisable if a person acquires a relevant interest in more than 50% of the Company’s shares by way of takeover, scheme of arrangement or other similar event, or if Mr Flynn ceases to be employed by the Company by reason of retirement, redundancy, total and permanent disablement or death. If Mr Flynn ceases to be employed by the Company for any other reason, then (unless the Board determines otherwise) Options which are not yet exercisable will lapse;

• (e) the shares issued upon exercise of the Options will rank equally in all respects with the other ordinary shares on issue and the Company will apply to ASX for official quotation of all ordinary shares issued on exercise of the Options;

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COVENTRY GROUP LTD

EXPLANATORY NOTES ON AGENDA ITEMS

(CONTINUED)

• (f) the Options may not participate in any pro rata or other issues of shares unless they are exercised prior to the relevant record date. If there is a bonus issue then the number of shares to be issued on exercise of the Options will be increased by the number of shares which would have been issued pursuant to the bonus issue if the Options had been exercised prior to the record date for the bonus issue. If there is a pro rata issue, then the exercise price of the options will be adjusted in accordance with the formula set out in the Listing Rules of ASX. If there is a reorganisation of the capital of the Company, the rights of an Option holder will be changed so as to comply with the Listing Rules applying to such reorganisation at the time; and

• (g) the Options are personal to Mr Flynn or a related entity, are not transferable and will not be quoted on the ASX.

The purpose of the issue of the Options is to provide Mr Flynn with a strong incentive by aligning his rewards with the return to shareholders measured by the performance of the Company’s share price.

The Board considers that the proposed issue of options to Mr Flynn constitutes reasonable remuneration within the meaning of section 211 of the Corporations Act and that shareholder approval is therefore not required for the giving of any financial benefit inherent in the issue of the Options.

The remaining details of Mr Flynn’s executive employment agreement are set out at page 25 of the Remuneration Report.

Mr Flynn or his associated entities have, at present, a relevant interest in 62,146 shares in the Company which were purchased on market.

In accordance with Listing Rule 14.11, the Company will disregard any votes cast on the resolution by Mr Flynn and by any of his associates (as defined in the Corporations Act). However, the Company need not disregard a vote if it is cast by Mr Flynn as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by Mr Flynn acting as 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.

Accordingly, Mr Flynn and associates of Mr Flynn may not vote on Resolution 4.

Directors Recommendation

All directors, other than Mr Flynn, recommend that shareholders vote in favor of Resolution 4 for the reasons set out above. Mr Flynn makes no recommendation given his personal interest in the Resolution.

The Directors (other than Mr Flynn) do not have an interest in the outcome of Resolution 4 except as shareholders of the Company. As set out in the Proxy Form, the Chairman intends to vote all undirected proxies in favour of all Resolutions to be considered at the meeting.

Previous Issues

No director or associate of a director has received securities under the ELTIP since the last approval by shareholders.

Only executives of the Company are eligible to participate in the ELTIP. Since all of the directors other than Mr Flynn are non-executive directors, they are not entitled to participate in the ELTIP.

If shareholder approval is forthcoming, the Options will be issued to Mr Flynn immediately following the meeting.

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COVENTRY GROUP LTD ABN 37 008 670 102 PROXY FORM

SHAREHOLDER

I/We of Daytime phone no APPOINT

(insert name of proxy)

or failing him/her the Chairman as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 3.00 pm WDST on 5 November 2007 at the Golden Ballroom North, Sheraton Perth Hotel, 207 Adelaide Terrace, Perth, Western Australia and at any adjournment thereof in respect of % of my/our shares or, failing any percentage being specified, ALL of my/our shares in the Company.

SIGNATURE OF SHAREHOLDER(S)

If a natural person: (all single or joint shareholders must sign this form)

SIGNED by

(Print name) SIGNED by	Signature
(Print name) SIGNED by	Signature
(Print name) If a company: EXECUTED by	Signature

in accordance with section 127(1) of the Corporations Act 2001:

Signature of director

Name of director (block letters)

Signature of director/company secretary*

Name of director/company secretary* (block letters)

*delete whichever is not applicable

PROXY’S VOTING INSTRUCTIONS (OPTIONAL)

If you wish to indicate how your proxy is to vote, please tick the appropriate box below. If no indication is given on a resolution, the proxy may abstain or vote at his or her discretion. If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ______%. (An additional proxy form will be supplied by the Company on request.)

The Chairman will vote all undirected proxies appointing him in favour of the Resolutions.

If the Chairman is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of a resolution and that votes cast by the Chairman for that resolution other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted.

I/we direct my/our proxy to vote as indicated

RESOLUTION FOR AGAINST ABSTAIN 2. Elect Barry Nazer	RESOLUTION FOR AGAINST ABSTAIN 2. Elect Barry Nazer	RESOLUTION FOR AGAINST ABSTAIN 2. Elect Barry Nazer	RESOLUTION FOR AGAINST ABSTAIN 2. Elect Barry Nazer	RESOLUTION FOR AGAINST ABSTAIN 2. Elect Barry Nazer	RESOLUTION FOR AGAINST ABSTAIN 2. Elect Barry Nazer	RESOLUTION FOR AGAINST ABSTAIN 2. Elect Barry Nazer
as a director
3. Adopt the Remuneration
Report
4. Issue Options to Roger Flynn or his
associates
Dated _______2007

Deadline for Receipt of Proxies - To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company not less than 48 hours before the appointed time of the Annual General Meeting ie no later than 3.00 pm WDST on 3 November 2007.

Destination of Completed Proxy Form - Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to 525 Great Eastern Highway, Redcliffe WA 6104 or posted in the reply paid envelope provided or sent by facsimile to (08) 9436 5406.

For Further Information - If you need any further information about this form or attendance at the Company’s Annual General Meeting, please contact John Colli, Company Secretary on (08) 9276 0323 until 12 October 2007. From 15 October 2007 please call (08) 9436 5404.

(Please see over for Shareholders Question form)

COVENTRY GROUP LTD ABN 37 008 670 102

SHAREHOLDER QUESTIONS

The Board of Coventry Group Ltd (CGL) welcomes questions regarding the Company, the Annual Report or any matter relating to the Notice of Meeting.

Shareholders may also ask CGL’s external auditor, KPMG, relevant questions (refer Note 1 below). Appropriate questions will be forwarded to KPMG for response.

If you wish to have a question answered at the AGM, please complete this form and return it by 5.00 pm WDST, Monday 29 October 2007 in the reply paid envelope provided or send it by facsimile to (08) 9436 5406.

We will endeavour to address as many as possible of the more frequently raised matters during the course of the AGM. If time does not permit us to address all raised issues at the meeting, we will respond, if appropriate, to you directly.

Shareholder Name:

(Please print)

Address:

Daytime Phone No.:

Question(s):

Section A - CGL

Section B - KPMG

Signature:

Date:

Note 1 – Questions to KPMG must relate to:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor’s report;

• (c) the accounting policies adopted by Coventry Group in relation to the preparation of its financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit.