CPT GLOBAL LIMITED — AGM Information 2006

Oct 26, 2006

Notice of Annual General Meeting

20 October 2006

CPT GLOBAL LIMITED ("Company") ABN 16 083 090 895 ACN 083 090 895

Notice is hereby given that the Annual General Meeting of the Company will be held at its registered office being Level 1, 4 Riverside Quay, Southbank, Victoria 3006, on Wednesday 29 November 2006 at 9:30am.

Ordinary Business

• $1.$ To receive and consider the financial statements and reports of the Company and of the economic entity for the year ended 30 June 2006, together with the reports of the directors and the auditor.
• $\overline{2}$ . To adopt the Company's remuneration report (forming part of the directors' report) for the year ended 30 June 2006 (by non-binding resolution).
• To re-elect two directors (each by separate resolution): 3.
• $3.1$ Mr Fred Grimwade (non-executive Chairman) retires by rotation at the Annual General Meeting in accordance with the Company's constitution and. being eligible, offers himself for re-election.
• $3.2$ Mr Ian MacDonald (non-executive director) retires at the Annual General Meeting in accordance with the Company's constitution and, being eligible, offers himself for re-election.

Special Business

1. 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 \$65,000 per annum (from \$135,000 to \$200,000 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."

1. To consider and, if thought fit, to pass the following resolution:

"That members approve the issue by the Company under the existing CPT Share and Option Incentive Plan to Messrs G Tuddenham and P Wright (each executive directors of the Company) of an aggregate number of 600,000 ordinary shares

in the Company (300,000 ordinary shares each) ("performance shares") as detailed in the table below (such issues requiring shareholder approval under ASX listing rule 10.14):

Tranche	Number of performance shares proposed to be issued to each of Messrs Tuddenham and Wright	Conditions which must be satisfied before the Company is required to issue the performance shares
1	100,000	The highest quoted (buy) price of CPT Global shares reaching or exceeding \$0.90 for 5 consecutive business days during the period 30 November 2006 to 29 November 2007 (both dates inclusive)
2	100,000	The highest quoted (buy) price of CPT Global shares reaching or exceeding \$1.10 for 5 consecutive business days during the period 30 November 2007 to 29 November 2008 (both dates inclusive)
3	100,000	The highest quoted (buy) price of CPT Global shares reaching or exceeding \$1.30 for 5 consecutive business days during the period 30 November 2008 to 29 November 2009 (both dates inclusive)

The issue price will be an aggregate of \$1.00 for each tranche of performance shares."

1. To transact any other business that may legally be bought forward.

Notes - Type of resolutions and voting exclusion statement

• $1₁$ All resolutions are ordinary resolutions.
• $\overline{2}$ Under the ASX listing rules, the Company will disregard any votes cast on each of the resolutions specified in items 4 and 5 above by any director of the Company. and any associate of any of the directors 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.

$\overline{3}$ . Subject to note 2 above, the chairman of the meeting intends to vote undirected proxies in support of each of the items of the business set out in this Notice of Meeting.

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum which provides further details on the ordinary and special business.

By Order of the Board

THURBOOT

that I formall.

Mark D Carroll Company Secretary

Melbourne 20 October 2006

Information for Members

• $1¹$ A member entitled to attend and vote is entitled to appoint a proxy.
• $\overline{2}$ . If a member may cast 2 or more votes at a meeting, the member may vote by two proxies.
• 1. Where more than one proxy is appointed, a member may specify the proportion or number of votes each proxy is appointed to exercise. If the proportion is not specified, each proxy may exercise half of the member's voting rights.
• $4.$ Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands.
• If it is desired to appoint two proxies, then an additional proxy form can be obtained 5. by telephoning the share registry being the office of Computershare Investor Services Ptv Limited on 1300 850 505.
• 1. A proxy need not be a member of the Company.
• $\overline{7}$ . 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 attorney.
• $\mathsf{R}$ . 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 with 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 Yarra Falls, 452 Johnstone Street, Abbotsford, Victoria 3067, or Postal Address GPO Box 242, Melbourne, Victoria 3001 or by facsimile: +61 3 9473 2555.
• $10.$ The Company's board has determined that a member's voting entitlement at the meeting will be taken to be the entitlement of that person shown in the register of members as at 7:00 pm on Monday 27 November 2006.
• $11.$ A form of proxy is enclosed with this Notice of Meeting. An additional form can be supplied on request.
• $12.$ 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.

Introduction

This explanatory memorandum forms part of the Notice of Meeting of CPT Global Limited ("Company") dated 20 October 2006 ("Notice") and should be read in conjunction with the Notice.

The Company's Annual Report for the 2005/2006 financial year also accompanies the Notice. The Notice contains important information concerning the ordinary and special business and will assist members in understanding the background, legal and other implications of the ordinary and special business set out in the Notice, and the reasons why various resolutions have been proposed.

Explanation of Ordinary Business

$\mathbf{1}$ . Financial statements

The Corporations Act and the Company's constitution require the annual financial statement, directors' report and auditor's report to be received and considered at the Annual General Meeting.

Neither the Corporations Act nor the Company's constitution requires a vote on the financial statement or the reports. However, members will have an opportunity to ask questions and make comments on the financial statement and reports and the Company's business and operations at the meeting.

$\overline{2}$ . Adoption of the remuneration report

Background

As required by the Corporations Act, the Company's board ("board") is presenting the remuneration report to the members for consideration and adoption. The remuneration report is included on pages 10-13 of the Annual Report, and is provided to members with the Notice. The vote on this resolution is advisory only and does not bind the directors or the Company.

In summary, the remuneration report includes:

• information about the board's policy for determining the nature and amount of remuneration of the Company's directors and senior executives
• a description of the relationship between the remuneration policy and the $\bullet$ Company's performance, and
• remuneration details for each director and for each of the Company's specified executives.

Recommendation

The board considers that the remuneration policies adopted by the Company are appropriately structured to provide rewards that are commensurate with the performance of the Company. On this basis the board recommends that members adopt the remuneration report.

$\overline{3}$ . Re-election of retiring directors

Background

In summary, under the Company's constitution, at each Annual General Meeting, one third of the directors must retire from office. The directors retire by rotation, with the directors who have been the longest in office since being appointed or re-appointed being the directors who must retire. The Company's constitution ensures that no director is able to remain in office for longer than 3 years without facing re-election. Each director is entitled to offer himself for re-election as a director at the Annual General Meeting which coincides with his retirement. The managing director is exempted by his office as managing director from the requirement to retire by rotation. Any person who has been appointed by the board as a new director since the last Annual General Meeting of the Company must retire at the next Annual General Meeting and, if he elects, seek re-election at that next Annual General Meeting.

Mr Fred Grimwade has been a director of the Company since October 2002, and was appointed the non-executive chairman on 9 November 2004.

Mr Ian MacDonald was appointed by the board in April 2006 as an additional director under the powers conferred on the board by the Company's constitution. Mr MacDonald is currently the Chairman of the Remuneration and Nomination Committee and a member of the Finance and Audit Committee. He is an executive with over thirty years of experience in financial services covering banking, wealth management and technology within Australia and the United Kingdom. He has broad experience in corporate governance, compliance, risk and audit. Mr MacDonald's extensive commercial experience has already enhanced the strength of the Company's board. He is a member of the Australian Institute of Company Directors, Senior Fellow of the Financial Services Institute of Australasia. and a non-executive director of Arab Bank Australia Limited.

Further details of each director are included on page 7 of the Annual Report.

Messrs Grimwade and MacDonald retire in accordance with the requirements of the Company's constitution. As they are entitled to and are eligible for re-election, they seek re-election as directors.

Recommendation

The board recommends that members vote in favour of the appointment of both directors.

Explanation of Special Business

Increase in non-executive directors' remuneration $\overline{4}$

Background

At present the maximum aggregate amount payable annually as fees to all nonexecutive directors of the Company (for their services as directors, including their service on any committees of directors) is fixed at \$135,000. The maximum aggregate fees payable to all non-executive directors were last increased at the

2003 Annual General Meeting from \$90,000 to \$135,000 per annum. The proposal before the meeting is to increase the maximum aggregate of non-executive directors' fees by \$65,000 to \$200,000 per annum.

This proposal for the 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
• is intended to provide appropriate incentives to the recipients, and
• is considered reasonable in all the circumstances.

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

The current remuneration of each non-executive director for the year ended 30 June 2006 is detailed on pages 11-12 of the Annual Report.

Increases in non executive director remuneration are permitted under the Company's constitution.

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

Recommendation

All executive directors of the Company recommend that members vote in favour of this resolution.

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).

5. Proposed issue of performance shares under the CPT Share and Option Incentive Plan to Messrs G Tuddenham and P Wright

Background

The resolution seeks to approve the issue of an aggregate of 600,000 ordinary shares ("performance shares") under the existing CPT Share and Option Incentive Plan (established in 2000) ("Plan") to Gerry Tuddenham and Peter Wright, each executive directors of the Company. These issues are personal to each of Messrs Tuddenham and Wright. The board considers that the proposed issue to Messrs Tuddenham and Wright, together with their other remuneration, represents reasonable remuneration in their capacities as executive directors.

The terms of issue of each tranche of performance shares (summarised in item 5 of the Notice) is the same for both executive directors.

The Company is not obligated to issue any tranche of performance shares to either Messrs Tuddenham or Wright if:

• such person has resigned or has ceased to be a director of the Company $\bullet$ (for whatever reason) or has ceased to be fully employed by the Company (for whatever reason) as at the date the conditions in relation to such tranche is first satisfied
• any other terms or conditions relating to the issue (as agreed between the Company and the relevant directors from time to time (if any)) are not satisfied. or
• such issue would cause the Company or the recipient to be in breach of the Corporations Act.

The performance shares will not be subject to any escrow restrictions. Application will be made by the Company for quotation of the performance shares following their issue.

There will be no adverse tax consequence for the Company in issuing these performance shares.

Your board is generally authorised under the Plan to issue performance shares to executive directors.

On the date of Notice, the highest quoted (buy) price of ordinary shares of the Company on the ASX was \$0.72.

ASX listing rule 10.14 requires that the issue of the performance shares to Messrs Tuddenham and Wright as executive directors of the Company under the Plan be approved by members of the Company as a transaction with persons in a position of influence in relation to the Company.

In accordance with ASX listing rule 10.15A the Company also includes the following information.

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

Not applicable.

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

The maximum number of performance shares the Company intends to issue to each of Messrs Tuddenham and Wright under this proposal is 300,000 (600,000 in aggregate).

Under the terms of the Plan, in the event of any reconstruction of the capital of the Company occurring prior to the issue of performance shares, the number of un-issued performance shares to which each recipient may be entitled, will be correspondingly adjusted.

As at the date of the Notice Mr Tuddenham (directly and indirectly) has a relevant interest in approximately 32% of the issued ordinary shares in the Company. If Mr Tuddenham acquired the additional 300,000 performance shares, his relevant interest may increase. The amount of such increase (if any) would depend on changes which may have occurred to the issued capital of the Company and any changes in Mr Tuddenham's direct or indirect shareholding in the Company between the date of the Notice and the issue to him of the performance shares.

$(c)$ 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 performance shares to be acquired under the Plan.

The issue price will be an aggregate of \$1.00 for each tranche of 100,000 performance shares.

Under the terms of the Plan, in the event of any reconstruction of the capital of the Company, the issue price of the performance shares will be correspondingly adjusted.

$(d)$ 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 Ian MacDonald, Gerry Tuddenham, Peter Wright and Fred Grimwade) are entitled to participate under the Plan. However only Messrs Tuddenham and Wright will participate in this issue of performance shares.

Any future issue of securities (other than those referred to in item 5) under the Plan to directors will require shareholder approval under ASX listing rule $10.14.$

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

There will be no loans.

The date by which the Company will issue the performance shares, which $(g)$ must be no later than 3 years after the Annual General Meeting.

The Company is required to issue each tranche of the performance shares within 7 days of the satisfaction of the conditions relating to that tranche, provided the issue price for such tranche has been paid in full, and provided that all issues occur within 3 years after the Annual General Meeting.

$(h)$ Miscellaneous

Details of any performance securities issued under the Plan will be published in each Annual Report of the Company relating to a period in which such performance securities have been issued, and that approval for the issue of the performance shares was obtained under ASX listing rule 10.14.

Any additional persons who become entitled to participate in the Plan after this resolution is passed and who are not named in the Notice will not participate until any required approval is obtained under ASX listing rule 10.14.

Recommendation

Your directors (excluding Messrs Tuddenham and Wright who will benefit from the issue of performance shares and accordingly do not make any recommendation) are of the opinion that the proposed issues are in accordance with current market practice and will provide an appropriate incentive to both directors.

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

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).