COVENTRY GROUP LIMITED — AGM Information 2014

Oct 5, 2014

NOTICE OF ANNUAL GENERAL MEETING

FRIDAY, 7 NOVEMBER 2014

Notice is hereby given that the 2014 Annual General Meeting of Coventry Group Ltd ("Company") will be held at The University Club of Western Australia, Level 1, Hackett Drive, Entrance 1, Crawley, Western Australia on Friday, 7 November 2014 commencing at 10.00 am WST.

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 2014.

2. Election of directors

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

Resolution 1:

"That Mr Neil George Cathie, having been appointed by the Board to fill a casual vacancy, be elected as a director".

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

Resolution 2:

"That Mr Nicholas John Willis, having been appointed by the Board to fill a casual vacancy, be elected as a director".

3. Adoption of Remuneration Report

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

Resolution 3:

"That the Remuneration Report of the Company for the financial year ended 30 June 2014 be adopted".

Note: The vote on this resolution is advisory only and does not bind the directors or the Company. However, if more than 25% of the votes cast on this Resolution are against the Resolution, then Resolution 4 (Holding a Spill Meeting) will be put to Shareholders for their consideration and vote.

Voting exclusion statement

The Company will disregard any votes cast on Resolution 3 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 3 even though Resolution 3 is connected directly or indirectly with the remuneration of a member of key management personnel.

CONTINGENT BUSINESS

4. Holding a Spill Meeting

Condition for Resolution 4: Resolution 4 will be considered at the AGM only if at least 25% of the votes cast on Resolution 3 are against the adoption of the Remuneration Report. Such a vote will constitute a second strike for the Company. The Explanatory Notes further explain the circumstances in which Resolution 4 will be put to the Meeting.

If the condition described above is satisfied, to consider and, if thought fit, to pass the following as an ordinary resolution:

NOTICE OF ANNUAL GENERAL MEETING (continued)

Resolution 4:

"(a) that a meeting of the Company's members be held within 90 days of the date of the Annual General Meeting (the "spill meeting");

(b) that each of the Directors in office when the Board resolution to make the Directors' report for the year ended 30 June 2014 was passed and who are not a managing director cease to hold office immediately before the end of the spill meeting; and

(c) that resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting."

Voting exclusion statement

The Company will disregard any votes cast on Resolution 4 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 4 even though Resolution 4 is connected directly or indirectly with the election of directors.

OTHER BUSINESS

5. Renewal of the proportional takeover provisions in the Company's Constitution

To consider and, if thought fit, pass the following resolution as a special resolution:

Resolution 5:

"That Rule 6 of the Company's Constitution, containing the proportional takeover provisions, be renewed for a period of three years".

1. 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 Keith Smith Company Secretaries

6 October 2014

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 10.00 am WST on Wednesday, 5 November 2014 (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, 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;
• (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 except for Resolution 4, if considered, where the chairman will vote against the Resolution; and
• (f) for Resolutions 3 and 4, 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 Resolutions 3 and 4 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 3 (that is, in favour of Resolution 3) and in respect of Resolution 4 (that is, against Resolution 4) and expressly authorising the chairman to exercise your proxy in respect of Resolutions 3 and 4 even though Resolutions 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel and the election of directors respectively.

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, 5 November 2014.

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

Ouestions 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 2014 by completing the relevant section of the enclosed Shareholder Questions Form.

Relevant written questions for the Company or KPMG must be received by mail or facsimile at 525 Great Eastern Highway, Redcliffe, Western Australia 6104 or facsimile number +61 8 9436 5406 no later than 5.00 pm WST on Friday, 31 October $2014.$

2014 Annual Report

The Company's 2014 Annual Report is available on its website at www.cgl.com.au

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 2014. 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.

Resolutions 1 and 2 - Election of directors (ordinary resolutions)

Mr Nickson retired as a director of the Company on 19 September 2014 in accordance with Company policy having turned 70 years of age and will not seek re-election. With an existing vacancy on the board as a consequence of a previous director resignation, this gave rise to the existence of two casual vacancies on the board of the Company.

Messrs Cathie and Willis were appointed by the Board as directors on 19 September 2014 to fill the two casual vacancies. The Company's Constitution requires that any director so appointed must retire at the next annual general meeting. Accordingly Messrs Cathie and Willis retire and being eligible, offer themselves for election at the annual general meeting to be held on 7 November 2014. The Board (with the relevant Directors abstaining) unanimously recommend that shareholders vote in favour of the election of Messrs Cathie and Willis as directors.

Following is a profile for each of Messrs Cathie and Willis:

Neil George Cathie FCPA, GAICD, FCIS Independent Non-Executive Director

Mr Cathie has extensive experience in very relevant areas including having a 27 year career at Australia's largest and most successful plumbing and bathroom distributor, Reece Australia Ltd, during which time he served as its Chief Financial Officer, Company Secretary and General Manager, Finance and IT.

In these roles, Mr Cathie has worked closely with a strong Board and line management team in a growing company as well as having a primary external facing role of the ASX listed Reece Australia Ltd.

Mr Cathie spent 7 years with a chartered accountancy firm early in his career and has held other CFO roles. He is currently a director of and advisor to a number of private companies. Mr Cathie resides in Melbourne.

Nicholas John Willis B.Sc, FAIM Independent Non-Executive Director

Mr Willis has extensive and highly relevant experience in industry spaces of Coventry including leading the national marketing and operation functions in ACI Insulation and Laminex Industries and as Group General Manager at Ramset Building Products. In these roles he has had many years at a senior level in ASX listed companies.

Mr Willis has led businesses of the same type as Coventry, involving sourcing products from multiple domestic and overseas suppliers and distributing products across Australia, New Zealand, Asia and the United Kingdom, with a distributed branch network supplying the building, construction, resource and other industries.

He also has been instrumental in acting as a consultant and mentor in turning around a number of private companies in recent years. Mr Willis resides in Melbourne.

Resolution 3 - Adoption of 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 71 to 77 of the 2014 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 an Annual General Meeting and then again at the immediately succeeding Annual General Meeting, the Company will be required to put to shareholders a resolution at the immediately succeeding Annual General Meeting proposing the calling of a further general meeting(the "Spill Meeting") – refer to explanatory notes below on resolution 4.

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 ("KMPs"). 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 3, 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.

Resolution 4 - Holding a Spill Meeting (ordinary resolution)

The Corporations Act was amended in June 2011 to introduce the "two-strikes" rule. The two-strikes rule provides that if at least 25% of the votes cast on the adoption of the remuneration report at two consecutive Annual General Meetings are against adopting the remuneration report, members will have the opportunity to vote on a "Spill Resolution" (as described below).

At last year's Annual General Meeting, more than 25% of the votes cast on the resolution to adopt the remuneration report were against adopting the report. This constituted a "first strike".

If at least 25% of the votes cast on Resolution 3 are against adopting the Remuneration Report at the 2014 AGM this will constitute a "second strike" and Resolution 4 will be put to the Meeting and voted on by shareholders as required by section 250V of the Corporations Act (the "Spill Resolution").

If less than 25% of the votes cast on Resolution 3 are against adopting the Remuneration Report at the AGM, then there will be no second strike and Resolution 4 will not be put to the Meeting.

If put, the Spill Resolution will be considered as an ordinary resolution.

If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must convene a further general meeting (the "Spill Meeting") within 90 days of the 2014 Annual General Meeting. All the Directors who were in office when the 2014 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.

The Directors unanimously recommend that shareholders vote against Resolution 4.

Resolution 5 - Renewal of proportional takeover provisions (special resolution)

At the Company's Annual General Meeting held on 2 November 2011 shareholders approved the renewal of Rule 6 of the Company's Constitution which specifically provides that transfers of shares resulting from a proportional takeover offer cannot be registered unless members in general meeting have approved the offer. In accordance with Section 648G of the Corporations Act 2001 (the Act), Rule 6 will cease to have effect after 1 November 2014 unless again renewed for a further 3 years.

Renewal of proportional takeover provisions

The Directors consider that it is in the interests of shareholders for the operation of the proportional takeover provisions to continue and accordingly propose that Rule 6 be renewed and this will allow 3 years to remain before shareholders must again consider the provision. That is, it would cease to have effect after 6 November 2017, unless renewed again.

The renewal of the proportional takeover provisions is a special resolution and therefore requires 75% of the persons present (in person or by proxy) and entitled to vote and voting, to vote in favour of the resolution.

The information set out below is required to be included in this Explanatory Note by section 648G(5) of the Act.

EXPLANATORY NOTES ON AGENDA ITEMS (continued)

Reason for including a proportional takeover provision

In a proportional takeover bid, the bidder offers to buy a proportion only of each shareholder's shares in the target company. This means that control of the company may pass without shareholders having the chance to sell all their shares to the bidder. The bidder may take control of the company without paying an adequate amount for gaining control.

In order to deal with this possibility, the Company may provide in its Constitution that if a proportional takeover bid is made for shares in the Company, shareholders must vote on whether to accept or reject the offer and that decision will be binding on all the shareholders.

The benefit of the provision is that shareholders are able to decide collectively whether the proportional offer is acceptable in principle and it ensures that any partial offer is appropriately priced.

Effect of proportional takeover provisions

If a takeover bid is made under a proportional takeover scheme, the directors must ensure that shareholders vote on a resolution to approve the takeover scheme more than 14 days before the bid period closes.

When voting on the resolution:

• each shareholder has one vote for each fully paid share held; and
• each partly paid share carries a fraction of a vote, reflecting the amount paid up.

The vote is decided on a simple majority.

The bidder and its associates are not allowed to vote.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn.

If the bid is approved (or taken to have been approved) the transfers must be registered if they comply with the Act and Company's Constitution.

The directors will breach the Act if they fail to ensure the approving resolution is voted on. However, if the resolution is not voted on, the bid will be taken to have been approved.

Rule 6 does not apply to full takeover bids and only applies for 3 years after the date the proportional takeover provisions were last approved or renewed. The provisions may be renewed, but only by a special resolution.

Present acquisition proposals

At the date this statement was prepared, no Director is aware of a proposal by a person to acquire, or to increase, a substantial interest in the Company.

Advantages and disadvantages

The Directors consider that there are no advantages or disadvantages for them in Rule 6 being renewed as they remain free to make a recommendation on whether an offer under a proportional takeover scheme should be accepted. The Directors consider that there have been no specific advantages or disadvantages to them during the period that Rule 6 has been in effect.

The potential advantages of the takeover approval provisions for shareholders of the Company are:

• shareholders will have the right to decide by majority vote whether an offer under a proportional takeover scheme should proceed;
• the provisions may help shareholders avoid being locked in as a minority;
• the bargaining power of shareholders may increase which may ensure that any partial offer is adequately priced; and
• knowing the view of the majority of shareholders may help each individual shareholder assess the likely outcome of the proportional takeover offer and to decide whether to accept or reject that offer.

The potential disadvantages for shareholders in the Company include:

• proportional takeover offers for shares in the Company may be discouraged;
• shareholders may lose an opportunity of selling some of their shares at a premium if the proportional takeover offer does not proceed; and
• the chance of a proportional takeover being successful may be reduced.

The Directors consider that the above advantages and disadvantages have equally applied during the period that Rule 6 has been in effect. During this period, there have been no takeover bids for the Company, so there are no actual examples against which to review the advantages and disadvantages. The Directors are not aware of any proportional takeover bid that was discouraged by Rule 6.

The Directors consider that the potential advantages for shareholders of the takeover approval provisions outweigh the potential disadvantages. In particular, shareholders as a whole are able to decide whether or not a proportional takeover scheme is successful.

Recommendation

The Directors consider that the renewal of the proportional takeover provisions in Rule 6 is in the interests of the shareholders and recommend that shareholders vote in favour of the renewal of Rule 6 of the Constitution.

SHAREHOLDER QUESTIONS

The Board of Coventry Group Ltd (the "Company") welcomes questions regarding the Company, the 2014 Annual 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, 31 October 2014 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.	the control of the control of the control of the control of the control of the control of
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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Lodge your vote:

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Computershare Investor Services Pty Limited GPO Box D182 Perth Western Australia 6840 Australia (Reply paid envelope enclosed)

Alternatively you can fax your form to: (within Australia) 08 9436 5406 (outside Australia) +61 8 9436 5406

Or email your form to: information@cgl.com.au

For all enquiries call:

(within Australia) 08 9436 5404 (outside Australia) +61 8 9436 5404

Proxy Form

辽 For your vote to be effective it must be received by 10:00am (WST) Wednesday, 5 November 2014

How to Vote on Items of Business

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All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on the enclosed Shareholder Questions Form and return by Friday, 31 October 2014.

Turn over to complete the form $\rightarrow$

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View the Annual Report:

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Your secure access information is:

SRN/HIN: 19999999999

The PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

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Proxy Form

Please mark $|\mathbf{X}|$ to indicate your directions

STEP₁ Appoint a Proxy to Vote on Your Behalf

Adoption of Remuneration Report

Spill Meeting Resolution

I/We being a member/s of Coventry Group Ltd hereby appoint

the Chairman of the Meeting	ીર્ે PLEASE NOTE: Leave this box blank if vou have selected the Chairman of the Meeting. Do not insert your own name(s).
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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Coventry Group Ltd to be held at The University Club of Western Australia, Level 1, Hackett Drive, Entrance 1, Crawley, Western Australia on Friday, 7 November 2014 at 10:00am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting 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 Resolutions 3 and 4 (except where I/we have indicated a different voting intention below) even though Resolutions 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman and the election of directors respectively.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Resolution 4 where the Chairman of the Meeting intends to vote against.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 3 and 4 by marking the appropriate box in step 2 below.

STEP 2	Items of Business	SEREASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.		cot against again
Resolution 1	Election of Mr Neil George Cathie as a Director
Resolution 2	Election of Mr Nicholas John Willis as a Director

Resolution 5	Renewal of the proportional takeover provisions in the Company's Constitution

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business with the exception of Resolution 4 where the Chairman of the Meeting intends to vote against. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director			Director/Company Secretary
Contact		Contact Daytime
Name		Telephone		Date

Resolution 3

Resolution 4