CPT GLOBAL LIMITED — AGM Information 2024

Oct 17, 2024

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CPT GLOBAL LIMITED NOTICE OF MEETING

2024 ANNUAL GENERAL MEETING

Wednesday, 20 November 2024, 11:00am (AEDT)

To be held at the office of CPT Global Limited

Level 3, 818 Bourke Street, Docklands, Victoria 3008 and virtually at https://web.lumiagm.com/351-278-371.

2024 Annual Report

A copy of CPT Global Limited’s 2024 Annual Report, including the financial report, director’s report and auditors report for the year ended 30 June 2024 is available on our - website at: www.cptglobal.com/investor centre/

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+61 3 9684 7900 Info@cptglobal.com www.cptglobal.com

CPT Global Limited ABN 16 083 090 895

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ANNUAL GENERAL MEETING AGENDA

WEDNESDAY, 20 NOVEMBER 2024

BUSINESS OF THE MEETING

The Annual General Meeting is an important event, and we encourage Shareholders to actively participate.

Important information about the meeting and the conduct of the meeting is set out within this document and we encourage all Shareholders to read it thoroughly and carefully.

VOTING ONLINE

To vote online please follow the instructions below:

STEP 1: Visit

https://www.votingonline.com.au/cgoagm2024

• STEP 2: Enter your postcode (if within Australia) or country of residence (if outside Australia)

• STEP 3: Enter your Voting Access Code (VAC) as contained in the attached proxy form

• STEP 4: Follow the prompts to vote on each resolution

For your voting instructions to be valid and counted towards this meeting please ensure your online lodgement is received no later than 11:00am (AEDT) on Monday 18 November 2024. Voting instructions received after this time will not be valid for the scheduled meeting.

DISCUSSION AND ASKING QUESTIONS

Discussion will take place on all items of business to be considered at the Meeting. Information on the items of business can be found below in the Notice of Meeting and Explanatory Notes.

Shareholders will have a reasonable opportunity to ask questions at the Annual General Meeting, including the opportunity to ask questions of the Auditor.

To ensure that all Shareholders who wish to ask a question have the opportunity, Shareholders are requested to observe the following guidelines:

• if you have more than one question, please ask all questions at once.

Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. Questions can be sent by email to investorservices@cptglobal.com at least 24 hours prior to

the meeting. We will attempt to address questions submitted in advance during the Managing Director’s presentation.

Directors and senior executives will also be available after the Meeting.

2024 ANNUAL REPORT

The Annual Report provides detailed financial data and information on CPT Global Limited’s consolidated performance as required to comply with applicable regulatory requirements.

It is available at www.cptglobal.com/investor-centre in the financial reports section or by calling the Share Registrar on 1300 737 760 (within Australia) and +61 2 9290 9600 (overseas investors) to request a hard copy

CPT INVESTOR CENTRE

Shareholders can view information on our website: www.cptglobal.com/investor-centre. Documents can be viewed on-line or downloaded.

COMMUNICATING WITH INVESTORS

We are committed to keep Shareholders informed between Annual General Meetings and we encourage all Shareholders to register online with InvestorServe so you can securely manage your investment and communication preferences online. You can register with InvestorServe at www.investorserve.com.au .

InvestorServe is a service provided by our Share Registrar Boardroom.

• please keep questions brief and relevant to the item of business being discussed; and

2024 Annual General Meeting

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NOTICE OF 2024 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of CPT Global Limited ACN 083 090 895 ( Company ) will be held at Level 3, 818 Bourke Street, Docklands, Victoria 3008 on Wednesday 20th November 2024 at 11:00am (AEDT) and virtually at https://web.lumiagm.com/351-278-371.

BUSINESS

1. ANNUAL REPORTS

To consider the Annual Report, Financial Report and the Reports of the Directors and of the Auditor for the year ended 30 June 2024.

Note: No vote is required on this item.

2. ADOPTION OF THE REMUNERATION REPORT (Resolution 1)

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

“ That, for the purposes of Section 250R(2) of the Corporations Act, 2001 (Cth) and for all other purposes, approval is given for the adoption of the Company’s Remuneration Report forming part of the Directors’ Report for the financial year ended 30 June 2024 ”.

Note: The 2024 Remuneration Report is set out in the Company’s 2024 Annual Report. The vote on this Resolution is advisory only and does not bind the Directors of the Company.

Note: Voting restrictions apply to this Resolution. See below.

3. RE-ELECTION OF RETIRING DIRECTOR – MR GERRY TUDDENHAM (Resolution 2)

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

“ That Mr. Gerry Tuddenham, who retires from office in accordance with rule 8.1(d)(2A) of the Company’s constitution, and being eligible and having offered himself for re-election, is re-elected as a director of the Company ”.

4. GRANT OF PERFORMANCE RIGHTS TO MR LUKE TUDDENHAM FY25 (Resolution 3)

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

“ That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, shareholders approve the issue of 1,444,509 Performance Rights to the Company’s Managing Director and CEO, Mr Luke Tuddenham, under the CPT Global Limited Rights Plan ( Plan ), on the terms and conditions described in the Explanatory Notes to this Notice of Meeting. ”

Note: Voting exclusions apply to this Resolution 3. See below

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2024 Annual General Meeting

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VOTING RESTRICTIONS

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VOTING RESTRICTIONS FOR RESOLUTION 1 (REMUNERATION REPORT)

The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s Key Management Personnel ( KMP ) (as that term is defined in the Corporations Act) and any Closely Related Party (as that term is defined in the Corporations Act) of such KMP ( Restricted Voter ).

However, the Company need not disregard a vote on Resolution 1 if the vote is not cast on behalf of the Restricted Voter and either:

• the Restricted Voter (who may include the chair) is appointed as a proxy in writing that specifies the way the proxy is to vote on the resolution (i.e. a directed proxy); or

• the Restricted Voter is the chair of the meeting and the appointment of the chair of the meeting as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the chair to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

VOTING RESTRICTIONS FOR RESOLUTION 3 (ISSUE OF PERFORMANCE RIGHTS)

The Company will disregard any votes cast in favour of Resolution 3 :

• by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan (including Mr Luke Tuddenham) or any associate of that person or those persons; or

• as proxy by a member of the KMP (at the date of the meeting), or that KMP’s Closely Related Parties.

However, this does not apply to a vote cast in favour of Resolution 3 by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• the Chairman as proxy for a person who is entitled to vote on the Resolution, pursuant to an express authorisation to the Chair to exercise undirected proxies as the Chairman decides, even if the Resolution is connected to the remuneration of a KMP; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In addition, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 3 if:

• the proxy is either:

• a member of the KMP; or

• a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on Resolution 3.

However, the prohibition does not apply if they are cast as proxy by the person chairing the Meeting, in accordance with an express authorisation to exercise the proxy even though Resolution 3 is connected with the remuneration of a member of the KMP.

ENTITLEMENT TO ATTEND AND VOTE

In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations , the Company has determined that for the purposes of the Meeting all Shares will be taken to be held by the persons who held them as registered Shareholders at 7.00pm (AEDT) on Monday 18 November 2024. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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All Resolutions will be determined by a poll based on proxy votes received prior to the commencement of the Meeting and votes cast during the Meeting. On a poll, every Shareholder has one vote for each ordinary Share held.

UNDIRECTED PROXIES

The Chairman of the Meeting is expressly authorised to exercise undirected proxies in relation to each item of business. The Chairperson of the Meeting intends to vote all available undirected proxies in FAVOUR of each item of business.

VOTING BY PROXY

A Shareholder entitled to attend and vote is entitled to appoint a proxy. A proxy need not be a member of the Company. A person can appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, it must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Meeting and provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If a Shareholder casts 2 or more votes at the AGM, that Shareholder may vote by two proxies. Where more than one proxy is appointed, a Shareholder 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 that Shareholder’s voting rights.

Where a Shareholder appoints 2 proxies:

• on a show of hands, neither proxy or attorney may vote; and

• on a poll, each proxy or attorney may only exercise the voting rights the proxy or attorney represents.

If it is desired to appoint two proxies, then an additional proxy form can be obtained by telephoning the Share Registrar being the office of Boardroom Pty Limited on 1300 737 760 (within Australia) and +61 2 9290 9600 (overseas investors).

Proxy forms must be signed by the Shareholder or the Shareholder’s attorney or, if a corporation, executed in accordance with the Corporations Act or signed by an authorised officer or attorney.

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.

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 AGM, in person to the Share Registrar, Boardroom Pty Limited at Level 8, 210 George Street, Sydney, NSW 2000 or Postal Address GPO Box 3993, Sydney, NSW 2001 or by facsimile: +61 2 9279 0664.

A form of proxy is enclosed with the Notice. An additional form can be supplied on request.

Proxy voting restrictions apply to Resolutions 1 and 3 (see above).

If the Chairman of the AGM is appointed as proxy by a Shareholder, and that Shareholder does not mark the boxes next to Resolutions 1 and 3 the Chairman is expressly authorised to exercise undirected proxies to vote in FAVOUR of these Resolutions, even though these Resolutions are connected directly or indirectly with the remuneration of a KMP.

VOTING BY ATTORNEY

A Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company not less than 48 hours before the time for holding the AGM, in person to the Share Registrar, Boardroom Pty Limited at Level 8, 210 George Street, Sydney, NSW 2000 or Postal Address GPO Box 3993, Sydney, NSW 2001 or by facsimile: +61 2 9279 0664.

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CORPORATE REPRESENTATIVES

If a representative of a corporate member is to attend the AGM pursuant to section 250D of the Corporations Act, a certificate of appointment of the representative, together with any authority under which it is signed, must be produced prior to admission to the AGM. The appointment must comply with section 250D of the Corporations Act 2001 (Cth).

FURTHER INFORMATION

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Notes which provide further details on the business of the meeting.

By resolution of the Board.

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Nathan Marburg
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Chief Financial Officer & Company Secretary 18 October 2024

2024 Annual General Meeting

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EXPLANATORY NOTES

Introduction

These Explanatory Notes form part of the notice of meeting ( Notice ) of CPT Global Limited ( CPT or the Company ) and should be read in conjunction with the Notice.

These Explanatory Notes contain important information concerning the Company’s 2024 Annual General Meeting ( AGM ) and will assist you in understanding the background, legal and other implications of the business set out in the Notice, and the reasons why various Resolutions have been proposed.

It is intended that the Chairman of the AGM will be Mr. Steve Targett, the Chairman of the Company. The Chairman intends to vote all available undirected proxies held by him in FAVOUR of all items of business.

All Resolutions are to be voted on as ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by Shareholders entitled to vote on a Resolution. This includes voting via proxies.

Your attendance at the AGM

If you are not able to attend the AGM but wish to vote, please complete the enclosed proxy form and return it to Boardroom Pty Limited at Level 8, 210 George Street, Sydney, NSW 2000 or Postal Address GPO Box 3993, Sydney, NSW 2001 or by facsimile: +61 2 9279 0664 to be received no later than 48 hours prior to the AGM, being no later than 11:00am (AEDT) on Monday 18 November 2024.

BUSINESS

1. Annual Report

Background to item 1

A copy of the Company’s 2024 Annual Report, including the Financial Report and the Reports of the Directors and the Auditor for the year ended 30 June 2024 can be found on the Company’s website at www.cptglobal.com/investor-centre.

The Corporations Act 2001 (Cth) and the Company’s Constitution require the annual financial reports, Directors’ report and Auditor’s report for the financial year ended 30 June 2024 to be received and considered at the AGM.

It is not the purpose of the AGM that these reports be accepted, rejected or modified in any way. Further, neither the Corporations Act nor the Company’s Constitution requires a vote on the reports.

Shareholders will be given a reasonable opportunity at the meeting to raise questions and make comments on these reports.

In addition to asking questions at the meeting, Shareholders may address written questions to the Chairman about the management of the Company or to the Company’s Auditor, SW Audit, if the question is relevant to:

• (a) the content of the Auditor’s report; or

• (b) the conduct of its audit of the annual financial report to be considered at the meeting.

Note : Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held.

Written questions for the Auditor must be delivered by 5.00pm (AEDT) Monday, 18 November 2024. Please send any written questions to SW Audit to:

The Company Secretary CPT Global Ltd Level 3 818 Bourke Street Docklands VIC 3008 or via email to: investorservices@cptglobal.com

2. Adoption of the remuneration report (Resolution 1)

Background to Resolution 1

Section 250R(2) of the Corporations Act 2001 (Cth) (requires Shareholders to vote on an advisory resolution that the remuneration report ( Remuneration Report ) be adopted.

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The Remuneration Report details the remuneration policies for the Company and each of its subsidiaries and reports the remuneration arrangements for Directors and Key Management Personnel (identified for the purposes of the Accounting Standards). The Remuneration Report is included in the Company’s 2024 Annual Report.

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. The Board will, however, consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the AGM when reviewing the Company’s remuneration policies.

Under the Corporations Act, if holders of 25% or more of Shares present and eligible to vote at the meeting vote against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a further resolution ( Spill Resolution ) that another meeting be held within 90 days, at which meeting, all of the Company’s Directors (other than any Managing Director) must go up for re-election.

Shareholders will recall that at the 2023 AGM, holders of more than 75% of the Shares present and eligible to vote approved the ‘Remuneration Report Resolution’ and therefore, there will be no requirement for a Spill Resolution at this AGM.

The Chairperson will give Shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.

Recommendation

The Board makes no recommendations in regard to this Resolution as it relates to the remuneration of the Board. The Chairman intends to vote undirected proxies in favour of Resolution 1.

3. Re-election of Retiring Director, Mr Gerry Tuddenham (Resolution 2)

Background to Resolution 2

Mr. Gerry Tuddenham, being required to retire from office by rotation in accordance with rule 8.1(d)(2A) of the Company’s constitution, and being eligible, offers himself for re-election as a Director under rule 8.1(g) of the Company’s constitution.

Experience/qualifications

Mr Gerry Tuddenham is the founder and a major shareholder of CPT. He has more than 50 years’ experience in IT consulting and is a hands-on technologist with a reputation for delivering practical solutions. Gerry is widely known as a technical specialist in performance tuning, capacity planning and testing on IBM mainframes, with additional expertise in expert systems, transaction processors, middleware and database management systems.

Mr. Gerry Tuddenham was lead developer of the Expetune and Expetest utilities, which automate a number of intricate tuning and testing activities. He has worked internationally in a broad range of industries, with a focus on financial services and telecommunications.

Mr. Gerry Tuddenham is a member of the Australian Institute of Company Directors.

Having regard to the ASX Corporate Governance published guidelines (4th edition), the Board considers that Mr Gerry Tuddenham is not an independent Director.

Special responsibilities

Executive Director, Non-Voting Member of Board Remuneration Committee and Member of Board Audit & Risk Committee.

Directorships of other listed companies

None

Former directorships of listed companies held in the last 3 years

None

Recommendation

The Board (other than Mr Gerry Tuddenham given his interest, and with Mr. Luke Tuddenham abstaining) recommends that shareholders approve the re-election of Mr Gerry Tuddenham as a Director of the Company.

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4. Granting of Performance Rights FY25 – Mr. Luke Tuddenham, Managing Director and CEO (Resolution 3)

Background to Resolution 3

The CPT Global Limited Rights Plan ( Plan ) has been designed to facilitate the Company adopting modern best-practice remuneration equity structures for executives. A key component of effective remuneration for executives is equity interests, in the form of LTVR to drive shared performance objectives, link remuneration to Company performance and align interests with sustainable value creation for Shareholders. The Plan was last approved at the Company’s 2023 AGM.

Under the Plan, eligible participants are invited to receive Performance Rights or other securities in the Company which are generally subject to performance-based vesting conditions. The number of Performance Rights allocated to each participant is set by the Board based on individual circumstances and performance.

The Board is responsible for administering the Plan in accordance with the CPT Global Limited Rights Plan Rules ( Plan Rules ) and the terms and conditions of the specific grants to participants in the Plan. The operation of the Plan is subject to compliance with the Listing Rules, Corporations Act and other applicable laws.

The Company is seeking Shareholder approval for the proposed grant of 1,444,509 FY25 long term variable remuneration (LTVR) Performance Rights (“ FY25 Performance Rights ”) under the Plan to Mr. Luke Tuddenham, Managing Director and CEO, as set out below. The number of Performance Rights has been calculated to deliver a value of AUD$115,000 at grant, being the stretch LTVR for FY25, as assessed at the time of the calculation.

Each FY25 Performance Right confers the right, upon vesting, to acquire one fully paid ordinary Share in the Company at nil cost, subject to the relevant Vesting Conditions (defined below). Should all the Vesting Conditions be met, these FY25 Performance Rights may be exercised up to a maximum of 1,444,509 ordinary Shares at the end of the Measurement Period (defined below).

Shares issued on exercise will rank equally with all other ordinary Shares on issue in the Company.

ASX Listing Rule Approval

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

• a director of the company (Listing Rule 10.14.1);

• an associate of a director of the company (Listing Rule 10.14.2); or

• a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 to Listing Rule 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of the FY25 Performance Rights falls within Listing Rule 10.14.1 (as Mr. Luke Tuddenham is a director) and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

If approval from Shareholders is obtained in accordance with Listing Rule 10.14, the Company will be able to issue the 2025 Performance Rights within three years after the date of the Meeting.

Further, if Resolution 3 is approved for the purposes of Listing Rule 10.14, pursuant to Listing Rule 7.2 (Exception 14) a grant of Performance Rights or an issue of shares (upon the vesting and exercise of those Performance Rights) will not reduce the Company's 15% placement capacity under Listing Rule 7.1 and separate approval of Resolution 3 is not required under Listing Rule 7.1. In addition, approval under Listing Rule 10.14 is an exception to the prohibition on a company issuing shares to related parties without member approval under Listing Rule 10.11.

If Resolution 3 is not approved by Shareholders, then the 2025 Performance Rights will not be issued and the long-term variable remuneration opportunity will be offered on a cash settlement only basis, comparable to a short-term incentive over a long-term measurement period.

The features of the proposed FY25 LTVR Invitation to apply for Performance Rights to be provided to Mr. Luke Tuddenham are summarised in the table below and further details about the Plan can be found in the Notice of Meeting for the 2023 AGM. A full copy of the Plan Rules is also available upon request from the Company Secretary.

Maximum Number of FY25 Performance Rights

It is proposed that Mr. Luke Tuddenham will be invited to apply for, and be issued with, a maximum of 1,444,509 FY25 Performance Rights entitling Mr. Tuddenham to a maximum of 1,444,509 Shares if all FY25 Performance Rights subsequently vest.

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How was the number of FY25 Performance Rights calculated?

The number of Performance Rights has been calculated to deliver a value of AUD$115,000 at grant, being the stretch LTVR for FY25, as assessed at the time of the calculation. The share price used to calculate the grant of Performance Rights was based on a volume weighted average price ( VWAP ) calculation for the Company’s ordinary shares over the 20 trading days following the release of the Company’s FY24 financial results, being a price of $0.079611846 each.

The actual value (if any) that Mr. Luke Tuddenham will receive from this grant cannot be determined until the end of the Measurement Period (described below) and will depend on the extent to which the relevant performance conditions are achieved, and the Company’s share price at the time of vesting.

The Company has not received an independent valuation in relation to the FY25 Performance Rights the subject of Resolution 3. It should be noted that the fair value of the FY25 Performance Rights can only be determined for accounting purposes, as at the FY25 Grant Date.

Date of Grant

If Shareholder approval is obtained, the Performance Rights will be granted and issued as soon as practicable following the 2024 AGM and in any event within 1 month after the date of the AGM.

Price of Performance Rights

The FY25 Performance Rights will be issued at no cost to Mr. Luke Tuddenham as their value forms a significant portion of the variable remuneration in his total package for FY25. If the performance conditions are met and if the FY25 Performance Rights vest there will be no exercise price payable upon the exercise/conversion of the FY25 Performance Rights into Shares.

No loan will be provided by the Company in relation to the grant of the relevant Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights).

Other key terms of grant

Other key terms of the grant of the FY25 Performance Rights proposed to be made to Mr. Luke Tuddenham under the Plan are set out below.

Aspect	Details
Instrument	If this Resolution is approved, Mr Luke Tuddenham will be invited to apply for the FY25 Performance
	Rights. These FY25 Performance Rights may vest where the Vesting Conditions (defined below and
	in the Plan rules) are satisfied. The value of the FY25 Performance Rights is, at the date of this
	Resolution, indeterminable but each FY25 Performance Right gives an entitlement to the value of
	one fully paid ordinary Share on exercise. If this Resolution is not passed, the Board will not issue
	any Shares but may (at its discretion) settle exercise by way of cash.
	The value that may be realised is a function of performance against Vesting Conditions and the
	market value of an ordinary Share at the time of sale of any Shares that result from exercising the
	FY25 Performance Rights.
	The type of equity proposed to be granted has been selected because it creates a strong link
	between performance and reward.
Rights Plan Terms	The Board has the discretion to set the terms and conditions on which it will offer Rights under the
and Conditions	Plan, including the terms of Invitations.
	The terms and conditions of the Plan include those aspects legally required as well as terms
	addressing exceptional circumstances, such as a de-listing, a major return of capital to shareholders,
	as well as the treatment of Rights and Restricted Shares on termination of employment.
	The Plan contains customary and usual terms having regard to Australian law for dealing with
	winding up, administration, variation, suspension and termination of the Plan.
Variation of Terms	To the extent permitted by the Listing Rules, the Board retains the discretion to vary or amend the
and Conditions	terms and conditions of the Plan.
Term	Each FY25 Performance Right has a Term that ends on 1 September 2027, with all vested Rights
	being automatically exercised on 1 September 2027, and the remainder lapsing automatically
	immediately following the vesting determination. i.e. there is a fixed settlement date of 1 September
	2027.

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Dividend	At the time of vesting a dividend equivalent payment will be made to Mr. Tuddenham equal to the
Equivalent	total value of any dividends that were paid to an ordinary Share over the Measurement Period for
	each vested FY25 Performance Right.
Measurement	The Measurement Period is the period over which Vesting Conditions are assessed.
Period	For both Tranches proposed in relation to the FY25 Performance Rights, the Measurement Period will
	be from 1 July 2024 to 30 June 2027.
Vesting Conditions	Vesting Conditions are conditions that are used to determine the extent, if any, of vesting of
	Performance Rights.
	For Tranche 1 (50% of the FY25 Performance Rights)–Indexed Total Shareholder Return (iTSR)
	the Vesting Condition will be based on the Total Shareholder Return (TSR) of CPT over the
	Measurement Period (equivalent to the change in Share Price, plus dividends declared assumed to be
	reinvested) compared to the TSR of the S&P ASX Small Industrials Accumulation Index. Vesting will
	be determined according to the following scale (note:CAGRmeans compound annual growth rate):

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The vesting of Tranche 2 Accumulated Profit before Tax (50% of the FY25 Performance Rights) will be determined by reference to the following scale:

	Performance Level	Accumulated Profit Before Tax (in $M)	Vesting % of Tranche
	Stretch	≥ $2.5	100%
	Between Target and Stretch	> $1.5 and < $2.5	Pro-rata
	Target	= $1.5	50%
	Between Threshold and Target	> $1 and < $1.5	Pro-rata
	Threshold	$1	25%
	Below Threshold	< $1	0
Gates	Tranche 1 FY25 Performance Rights are subject to a gate of TSR needing to be positive over the Measurement Period taken as a whole. No FY24 Performance Rights will vest from this tranche if this condition is not met.
Exercise of Vested Rights	The Exercise Price for each FY25 Performance Right is nil. Unvested Rights may not be exercised at any time. Vested Rights will be automatically exercised upon the earlier to occur of (i) a Change of Control, and (ii) the start of the trading window following the elapsing of the Exercise Restriction, being 1 September, 2027. On exercise of vested Rights, the Board will determine the Exercised Rights Value and the extent to which that value is to be provided in the form of cash, and/or Restricted Shares. To the extent that the Exercised Rights Value is to be delivered in Shares or Restricted Shares, the Board will arrange for such Shares to be obtained and subsequently transferred or held by a trustee for Mr. Luke Tuddenham’s benefit (via an employee share trust/EST)and may involve market purchases or new issues of Shares.

Any portion of the Exercised Rights Value that is to be delivered in the form of cash will be paid through payroll with any compulsory deductions applied.

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Disposal	FY25 Performance Rights may not be disposed of, transferred or otherwise dealt with at any time,
Restrictions	except by exercise upon vesting or force of law (see Plan Rules).
	FY25 Performance Rights may be exercised once they vest and the Exercise Restriction Period has
	elapsed or been waived.
Termination of	Generally, if termination of employment occurs within the first year of the Measurement Period, FY25
Employment	Performance Rights will be forfeited in the proportion that the remainder of the first year of the
	Measurement Period bears to a full year. Remaining FY25 Performance Rights will then continue to
	be held for testing for assessment of vesting eligibility at the end of the Measurement Period. Any
	FY25 Performance Rights that do not vest following the assessment of the Vesting Conditions will
	be forfeited.
	Vested Rights held after a Participant’s termination of office or employment with the Company will
	be automatically exercised 90 days after the date on which the Participant ceases to hold any
	unvested FY25 Performance Rights and all Exercise Restrictions have elapsed.
	It should be noted that the Plan contains clauses that address fraud, misconduct, inappropriate
	benefits and clawback which will result in the forfeiture of unvested and unexercised rights
	equivalent to traditional “Bad Leaver” approaches, but which may apply at any time including during
	employment.

Remuneration details

Mr. Luke Tuddenham’s current total remuneration package is set out in the CPT Annual Report for FY24, and may be summarised as follows based on the policy at the time of writing:

• Fixed remuneration of USD$434,341 [AUD$651,294*]

• A short term variable remuneration at Target of USD$325,000 [AUD$487,338*]

• A long term variable remuneration at Target of AUD$57,500 being 50% of the Stretch/Maximum value of AUD$115,000

• The total remuneration package at Target is therefore AUD$1,196,132 and with a maximum of AUD$1,253,632

*0.6669 AUD/USD

Other information

Details of securities issued to Mr. Luke Tuddenham under the Plan are published in the Annual Report of CPT relating to the period in which the securities were issued. The number of securities previously issued to Mr. Luke Tuddenham under the Plan is 2,000,000 (LTI’23 1,000,000 & LTI’24 1,000,000). No cash consideration was provided for these issues.

Any persons covered by Listing Rule 10.14 and not named in this Notice of Meeting may not participate in the Plan until approval is obtained for them under Listing Rule 10.14.

Corporations Act

Section 200B of the Corporations Act prohibits a company from providing a benefit in connection with the retirement of a managerial or executive officer unless there is prior Shareholder approval under section 200E. Section 200B of the Corporations Act applies to managerial or executive officers of the Company or any of its subsidiaries, which includes Mr Luke Tuddenham. The term ‘benefit’ has a wide operation and, in effect, includes the automatic or accelerated vesting of the FY25 Performance Rights under the rules of the Plan.

Shareholder approval in accordance with sections 200B and 200E of the Corporations Act is sought under Resolution 3 in connection with the provision of any “termination benefit” that may be provided to Mr Tuddenham in relation to the FY25 Performance Rights under the terms of the Plan, as in certain circumstances the Board has the power to accelerate vesting of rights granted under the Plan. The termination benefit that may be given under the Plan is the early vesting of the FY25 Performance Rights (and the receipt of Shares upon exercise of the FY25 Performance Rights) such as where Mr. Tuddenham ceases employment with the Company due to death, disability, bona fide redundancy or other reason with the approval of the Board.

The Board has not determined that it will exercise discretion to accelerate vesting of any of the FY25 Performance Rights. In the circumstances of a possible acceleration of Performance Rights, the value of the benefits that the Board may give under the Plan cannot be determined in advance, as many of the factors that will or are likely to affect that value will not be known until the time the benefit is decided to be awarded (if at all). Specifically, the value of a benefit on the vesting of a Performance

2024 Annual General Meeting

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Right will depend on a number of factors, including the number of FY25 Performance Rights that vest (which could be all of the FY25 Performance Rights held by Mr Luke Tuddenham) and the Company’s share price at the time.

Furthermore, the Board has determined that, when added to the other remuneration entitlements of Mr Luke Tuddenham, his total remuneration package is market competitive and appropriate given the Company’s circumstances, based on market benchmarking and the Company's current executive remuneration policy. The Directors have therefore determined that the offer of the FY25 Performance Rights to Mr Luke Tuddenham is reasonable remuneration and accordingly, the Company is not seeking shareholder approval for the purposes of Chapter 2E of the Corporations Act (related party transactions).

Recommendations

The Non-Executive Directors unanimously recommend that Shareholders vote FOR Resolution 3

Given their potential interest in Resolution 3, Executive Directors make no recommendation to Shareholders with respect to this Resolution.

Voting restrictions apply to this Resolution.

2024 Annual General Meeting