COVENTRY GROUP LIMITED — AGM Information 2012

Sep 25, 2012

NOTICE OF ANNUAL GENERAL MEETING

FRIDAY, 26 OCTOBER 2012

Notice is hereby given that the 2012 Annual General Meeting of Coventry Group Ltd (“Company”) will be held at The University Club of Western Australia, Level 1, Case Study Room, Hackett Drive, Entrance 1, Crawley, Western Australia on Friday, 26 October 2012 commencing at 3.00 pm WST.

ORDINARY BUSINESS

Financial and other reports

To receive and consider the Financial Report, Directors’ Report and Audit Report for the year ended 30 June 2012.

Resolution 1 - Election of a director

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

“That Mr Kenneth Royce Perry, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director.”

Resolution 2 - Remuneration Report

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

“That the Remuneration Report of the Company for the financial year ended 30 June 2012 be adopted.”

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

Voting exclusion statement

The Company will disregard any votes cast on Resolution 2 by the Chairman or any other key management personnel of the Company. However, the Company need not disregard a vote

• (i) if it is cast by the Chairman or any other key management personnel of the Company as a proxy for a person who is entitled to vote in accordance with the direction on the proxy form; and

• (ii) if it is cast by the Chairman as a proxy for a person who is entitled to vote but does not set out any directions on how the proxy is to vote and expressly authorises the Chairman to exercise the proxy in respect of Resolution 2 even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel.

OTHER BUSINESS

To consider any other business which may properly be brought before the meeting in accordance with the Company’s 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 +61 8 9436 5404.

By order of the Board

John Colli Company Secretary

25 September 2012

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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;

• (d) to be effective, a completed proxy form and the power of attorney (if any) under which the proxy form is signed (or a certified copy of the power of attorney) must be received by 3.00 pm WST on Wednesday, 24 October 2012 (being 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 can be either sent or delivered to 525 Great Eastern Highway, Redcliffe WA 6104, posted in the reply paid envelope provided, sent by facsimile to +61 8 9436 5406 or emailed to information@cgl.com.au ;

• (e) where the chairman is appointed proxy he will vote in accordance with the member’s directions as specified on the proxy form or, in the absence of such a direction, in favour of the resolutions contained in this Notice; and

• (f) for Resolution 2, if the chairman is your proxy or is appointed as your proxy by default, you may direct the chairman how to vote by ticking the relevant box on the proxy form. If you do direct the chairman how to vote by ticking the relevant box on the proxy form, the chairman will cast your votes on Resolution 2 in accordance with your directions. By appointing a proxy but not setting out any directions on the proxy form, you will be directing the chairman to vote in accordance with the chairman’s voting intentions in respect of Resolution 2 (that is, in favour of Resolution 2) and expressly authorising the chairman to exercise your proxy in respect of Resolution 2 even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel.

Point at which Voting Rights are Determined

In accordance with the Corporations Regulations 2001 (Cwlth) the Board has determined that the members entitled to attend and vote at the meeting shall be those persons who are recorded in the register of members at 4.00 pm WST on Wednesday, 24 October 2012.

Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act, shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions or make comments regarding the management of the Company.

Shareholders may also lodge written questions prior to the Annual General Meeting 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 the Company’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 the Company 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 the Company’s financial report for the year ended 30 June 2012 by completing the relevant section of the enclosed Shareholder Questions Form.

Relevant written questions for the Company or KPMG must be received either by mail at 525 Great Eastern Highway, Redcliffe, Western Australia 6104, sent by facsimile to +61 8 9436 5406 or emailed to information@cgl.com.au no later than 5.00 pm WST on Friday, 19 October 2012.

2012 Concise Annual Report

The Company’s 2012 Concise Annual Report and full Financial Report are available on its website at www.cgl.com.au

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EXPLANATORY NOTES ON AGENDA ITEMS

Financial and other reports

The Company is required by the Corporations Act to table the Financial Report and the Reports of the Directors and the Auditors on the Financial Report for the year ended 30 June 2012. Shareholders are not required to vote on these reports but will have an opportunity to raise questions on the Reports and on the performance of the Company generally at the meeting.

Resolution 1 - Election of a director (ordinary resolution)

Mr Perry retires as a director in accordance with the annual rotation provisions of the Company’s constitution. Mr Perry, being eligible, offers himself for re-election to the board. The board (with Mr Perry abstaining) unanimously recommends that shareholders vote in favour of the re-election of Mr Perry.

The following is a profile of Mr Perry:

Kenneth Royce Perry

B.Sc (Hons), MBA, MAICD, AusIMM Independent non-executive director

Member of audit and risk, remuneration and nomination committees

Mr Perry was appointed a director of the Company in September 2009. He was Chief Executive Officer of VDM Group Limited, a publicly listed Australian engineering, construction and contracting business until March 2011. Prior to this appointment in February 2010, Mr Perry was the Managing Director of Brandrill Limited from 2002 to 2009 when the company merged with Ausdrill Limited. Mr Perry has over 15 years’ experience in senior management roles, including serving as President of the Rio Tinto Group’s Taiwanese steel mill and as the Director General of the Department of Minerals and Energy (WA) between 1994 and 1997. Subsequently, he worked for Resource Finance Corporation, a private merchant and investment bank specialising in the natural resources sector. Mr Perry is also a member of various private boards.

Other listed company directorships held during the past 3 financial years:

	From	To
Brandrill Limited	16.08.2002	16.12.2009

Resolution 2 – Remuneration Report (ordinary resolution)

The Corporations 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 36 to 44 of the Concise 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 section 250R(3) of the Corporations Act, the vote is advisory only and does not bind the directors or the Company. However, if at least 25% of the votes cast on the resolution are voted against adoption of the Remuneration Report at the Annual General Meeting and then again at the 2013 Annual General Meeting, the Company will be required to put to shareholders a resolution at the 2013 Annual General Meeting proposing the calling of a further general meeting to consider the election of directors of the Company (a “Spill Resolution” ).

If more than 50% of shareholders vote in favour of a Spill Resolution, the Company would be required to convene a further general meeting (the “Spill Meeting” ) within 90 days of the 2013 Annual General Meeting. All of the directors who were in office when the 2013 directors’ report was approved by the directors, other than the Managing Director, would cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors is approved would be the directors of the Company.

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EXPLANATORY NOTES ON AGENDA ITEMS (continued)

In summary, the Remuneration Report:

• (a) explains the principles used to determine the nature and amount of remuneration of Key Management Personnel (“ KMP s”). The KMPs are the persons who have authority and responsibility for planning, directing and controlling the activities of the Company and Group and comprise the directors of the Company and certain executives of the Company and Group;

• (b) sets out details of any performance conditions applicable to the remuneration of KMPs;

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

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

Noting that each director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.

Key management personnel details of whose remuneration are included in the Remuneration Report and their closely related parties are prohibited from voting on Resolution 2, except in the circumstances described in the voting exclusion statement set out in the Notice.

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

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PROXY FORM

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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 WST on 26 October 2012 at The University Club of Western Australia, Level 1, Case Study Room, Hackett Drive, Entrance 1, Crawley, 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

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

EXECUTED by

......................................................................................................................

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

.......................................................... ......................................................

Signature of director Signature of director/ company secretary*

.......................................................... ......................................................

Name of director Name of director/ (block letters) companysecretary* (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.

The chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the chairman as my/our proxy (or the chairman becomes my/our proxy by default), I/we expressly authorise the chairman to exercise my/our proxy on Resolution 2 (except where I/we have indicated a different voting intention below) even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel of the Company, which includes the chairman.

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

RESOLUTION	RESOLUTION	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
1.	Elect Ken Perry
	as a director
2.	Adopt the
	Remuneration Report

Dated _______2012

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 WST on 24 October 2012).

Destination of Completed Proxy Form - Once the proxy form is completed and all details checked by you, the form can be either sent or delivered to 525 Great Eastern Highway, Redcliffe, Western Australia 6104, posted in the reply paid envelope provided, sent by facsimile to +61 8 9436 5406 or emailed to information@cgl.com.au

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 +61 8 9436 5404.

(Please see over for Shareholder Questions Form)

5

SHAREHOLDER QUESTIONS

The Board of Coventry Group Ltd (the “Company”) welcomes questions regarding the Company, the 2012 Concise Annual Report, full financial report or any matter relating to the Notice.

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

If you wish to have a question answered at the Annual General Meeting, please complete this form and return it by 5.00 pm WST on Friday, 19 October 2012 in the reply paid envelope provided or send it by facsimile to +61 8 9436 5406 or email to information@cgl.com.au

We will endeavour to address as many as possible of the more frequently raised matters during the course of the Annual General Meeting. 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 the Company in relation to the preparation of its financial statements; and

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

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