CPT GLOBAL LIMITED — AGM Information 2003

Oct 21, 2003

NOTICE OF ANNUAL GENERAL MEETING

Wednesday 26 November 2003

CPT GLOBAL LIMITED

ABN 16 083 090 895 ACN 083 090 895

Notice is hereby given that the annual general meeting of CPT Global Limited ("Company") will be held at its registered office being Level 1, 4 Riverside Quay, Southbank, Victoria 3006, on Wednesday 26 November 2003 at 10.00am.

Ordinary Business

• $\mathbf{1}$ To receive and consider the financial statements and reports of the Company for the year ended 30 June 2003.
• $\mathcal{P}$ To elect two directors (each by separate resolution):
• $2.1$ Mr. Peter Wright (Executive Director) retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election.
• $2.2$ Mr. Glenn Fielding (Non Executive Director) retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election.

Special Business

$\mathbf{3}$ To consider and if thought fit to pass the following resolution:

"That the maximum aggregate remuneration payable out of the funds of the Company to all non-executive directors of the Company for their services as directors be increased by \$45,000 per annum (from \$90,000 to \$135,000 per annum), such sum to be divided between them in accordance with the Company's constitution and in compliance with ASX listing rule 10.17."

$\overline{4}$ To consider and if thought fit to pass the following resolution:

"That shareholders approve the issue by the Company under the CPT Share and Option Incentive Plan of an aggregate number of 300,000 free options to subscribe for one ordinary share in the Company for each option exercised to Mr Peter Wright (an executive director of the Company) at the exercise price per option of \$1.00. as it is a transaction requiring shareholder approval under ASX listing rule 10.14 ("transactions with persons in a position of influence").

$5^{\circ}$ To transact any other business that may legally be brought forward.

Notes - Type of resolutions and voting exclusion statement

• $\mathbf{1}$ . All resolutions are ordinary resolutions.
• $\overline{2}$ . Under the ASX listing rules, the Company will disregard any votes cast on each of resolutions 3 and 4 by any director of the Company, and any associate of a director of the Company, unless a vote is cast by such a person as proxy ("proxy") for another person who is entitled to vote and is cast in accordance with the directions on the form appointing the proxy ("proxy form") or the vote is cast by the person chairing the meeting 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.
• $3.$ The Chairman of the meeting intends to vote undirected proxies in support of each of the items of business set out in this Notice of Meeting.

This Notice of Meeting should be read in conjunction with the explanatory memorandum which provides further details on resolutions 3 and 4.

By order of the Board

Mark D Carroll Company Secretary

Melbourne 17th October 2003

Information for shareholders

• 1. A member entitled to attend and vote is entitled to appoint a proxy.
• If a member may cast 2 or more votes at a meeting, the member may vote by two proxies. $\mathcal{L}$
• Where more than one proxy is appointed, a member may specify the proportion or number of votes each proxy is $3₁$ appointed to exercise. If the proportion is not specified, each proxy may exercise half of the member's voting rights.
• Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands. 4.
• 1. If it is desired to appoint two proxies, then an additional proxy form can be obtained by telephoning the share registry being the office of Computershare Investor Services Pty Limited on 1300 850 505.
• 1. A proxy need not be a member of the Company.
• 1. Proxy forms must be signed by the member or the member's attorney or, if a corporation, executed in accordance with the Corporations Act or signed by an authorised officer or attomey.
• 1. If the proxy form is signed by a person who is not the registered holder, then the relevant authority must either have been exhibited previously to the Company or be enclosed in the proxy form.
• 1. For a proxy form to be valid, it must be received by the Company, together with the power of attorney or other authority (if applicable) under which it is signed, or a certified copy of that power or authority not less than 48 hours before the time for holding the meeting, by sending to the share registry. Computershare Investor Services Pty Limited at Level 12, 565 Bourke Street, Melbourne, Victoria 3000 or Postal Address GPO Box 242, Melbourne, Victoria 3001 or by facsimile: +61 3 9473 2555.
• 1. The CPT board has determined that a shareholder's voting entitlement at the meeting will be taken to be the entitlement of that person shown in the register of members as at 7,00pm on Monday 24 November 2003.
• 1. A form of proxy is enclosed with this Notice of Meeting. An additional form can be supplied on request.
• 1. If a representative of a corporate member is to attend the meeting pursuant to section 250D of the Corporations Act, a certificate of appointment of the representative must be produced prior to admission to the meeting.

EXPLANATORY MEMORANDUM

Introduction

This explanatory memorandum forms part of the notice of meeting of CPT Global Limited ("Company") dated 17 October 2003 ("Notice") and should be read in conjunction with the Notice. It contains important information concerning resolutions 3 and 4 and will assist shareholders in understanding the background and legal and other implications of the resolutions set out in the Notice and the reasons why they have been proposed.

Explanation of Resolutions 3 and 4

$\mathbf{1}$ . Resolution 3 – Increase in non-executive director's remuneration

А. Background information

At present the maximum aggregate amount payable annually as fees to non-executive directors of the Company (for their services as directors, including their service on any committees of directors) is fixed at \$90,000. The maximum aggregate fees payable to non-executive directors were last increased at the 2001 AGM from \$50,000 to \$90,000 per annum. The proposal before the meeting is to increase the maximum aggregate of non-executive directors' fees by \$45,000 to \$135,000 per annum.

This proposed increased limit:

• has regard to the nature and complexity of the Company's operations and the increased role and responsibilities of the non-executive directors
• compares favourably with the fees of non-executive directors of companies of a similar size, and
• is intended to provide appropriate incentives to the recipients.

It is intended that this increase will primarily be utilised to increase the remuneration for the existing nonexecutive directors. In addition, this increase will also enable your board the flexibility to appoint and appropriately remunerate additional non executive directors if deemed appropriate.

The remuneration of each non-executive director for the vear ended June 2003 is detailed on page 12 of the Company's Annual Report.

The proposed increase is permitted under the Company's constitution.

Shareholder approval to authorise the increase is required under ASX listing rule 10.17.

B. Recommendation

All executive directors of the Company recommend that shareholders vote in favour of resolution 3.

Given their potential interest in the subject matter of this resolution (as prescribed under ASX listing rules 10.17 and 14.11), voting restrictions apply to all the directors and their associates (see paragraph 2 of the notes contained in the Notice).

$\overline{2}$ . Resolution 4 - Issue of options under the CPT Share and Option Incentive Plan to Peter Wright

$\mathbf{A}$ Background information

The proposed resolution seeks to approve the issue of an aggregate of 300,000 free options under the CPT Share and Option Incentive Plan ("Plan") to Peter Wright, an executive director of the Company. These options will not be quoted on the ASX.

Peter Wright was appointed to the board of directors on 3 October 2001 at the annual general meeting of the Company. The proposed issue to him is in line with options granted to the other executive directors of the Company and represents reasonable remuneration in his capacity as executive director.

Of the 300,000 options proposed to be issued to Mr Wright, 100,000 will expire in November 2005, a further 100,000 will expire in November 2006 with the balance expiring in November 2007. However, if Mr Wright ceases to hold office as a director of the Company, all unexercised options will immediately expire. The options will not be subject to any escrow restrictions or pre-conditions to exercise and may be exercised in whole or in part by Mr Wright at any time from their date of issue.

The exercise price of each option will be \$1.00 and will entitle Mr Wright to receive 1 fully paid ordinary share for each option so exercised.

The directors of the Company are authorised under the Plan to issue options to executive directors.

As at the date of the Notice, CPT shares are trading at \$0.66.

В. ASX listing rules disclosure requirements

ASX listing rule 10.14 requires that the issue of the options to Mr Wright as an executive director of the Company under the Plan be approved by shareholders of the Company as a transaction with a person in a position of influence in relation to the Company.

In accordance with ASX Listing Rule 10.15, the Company includes the following information to be provided to shareholders:

If the person is not a director, a statement of the relationship between the person and the director that $(a)$ requires the approval to be obtained.

Peter Wright is an executive director of the Company.

$(b)$ The maximum number of options that may be acquired by all persons for whom approval is required.

The maximum number of options the Company intends to issue to Mr Wright in accordance with resolution 4 is 300,000. Mr Wright is entitled to receive one ordinary share in the capital of the Company for each option he exercises.

Under the terms of the Plan, in the event of any reconstruction of the capital of the Company, the number of options to which Mr Wright is entitled, will be reconstructed to comply with any relevant requirements in the ASX listing rules as at the date of such reconstruction.

To the extent the requirements of the ASX listing rules are not relevant, the terms of any reconstruction of the options (whether by alteration of the exercise price or numbers of shares to which the options may be exercised or otherwise) will be those determined by the board to be reasonable at the relevant time.

$(c)$ The price (including a statement whether the price will be, or be based on, the market price), or the formula for calculating the price, for each option to be acquired under the Plan.

Each option is a free option. The exercise price of each option will be \$1.00 and will entitle Mr Wright to receive 1 fully paid ordinary share for each option so exercised.

Under the terms of the Plan, in the event of any reconstruction of the capital of the Company, the exercise price of the option will be reconstructed to comply with any relevant requirements of the ASX listing rules as at the date of reconstruction.

If during the currency of any options, and prior to their exercise, the Company has a rights issue, the exercise price of the option will be adjusted in accordance with the formula for adjustment set out in the ASX listing rules as at the date the options were issued. If the Company is not listed on a recognised stock exchange at the time of the rights issue, the exercise price will be adjusted to a price which an expert nominated by the Directors certifies to be fair and reasonable. The Directors shall notify each option holder of the adiustment within one month after the record date for the rights issue.

$(d)$ The names of all persons referred to in ASX listing rule 10.14 who received securities under the Plan since last approval, the number of securities received, and acquisition price for each security to be acquired under the Plan.

None.

$(e)$ The names of all persons referred to in ASX listing rule 10.14 entitled to participate in the Plan.

As the plan allows both executive and non-executive directors to participate, each of the existing directors (namely, Gerry Tuddenham, Peter Corrigan, Peter Wright, Fred Grimwade and Glenn Fielding) are entitled to participate under the Plan. However, only Peter Wright will participate in this issue.

Any future issue of securities under the Plan to other directors will require shareholder approval under the ASX listing rule 10.14.

$(f)$ The terms of any loan in relation to the acquisition of the options.

There will be no loan.

$(q)$ The date by which the Company will issue the options, which must be no later than 12 months after the meeting.

Options will be issued within 7 days of the date of passing of this resolution.

C. Recommendation

Your Directors (excluding Peter Wright who will participate in the proposed option issue and accordingly does not make any recommendation) are of the opinion that the proposed issue is in accordance with current market practice and will provide an appropriate incentive to Peter Wright.

Accordingly they recommend shareholders who are entitled to vote, do vote in favour of the resolution.