CVC LIMITED — AGM Information 2003

Oct 27, 2003

GVG LIMITED
ACN 002 700 361

NOTICE OF MEETING

NOTICE is hereby given that the Annual General Meeting of CVC Limited will be held in the Board Room of the Company at Level 42, AAP Centre, 259 George Street, Sydney on the 24th of November 2003 at 11:00am.

BUSINESS

• 1. To receive, consider and adopt the Financial Report of the Company and of the Consolidated Entity for the year ended 30 June 2003 and the Reports by Directors and Auditors thereon.
• 1. Alexander D.H. Beard who retires in accordance with the Company's Constitution, and, being eligible, offers himself for re-election.
• 1. To ratify the appointment of John T. Riedl as a Director on 27 November 2002 to fill a vacancy on the Board.
• 1. Dividend Reinvestment Plan: To consider and, if thought fit. to pass the following resolution as an ordinary resolution: "That the Directors be authorised to implement and give effect to a dividend reinvestment plan as described in the accompanying explanatory statement and appendix 1."
• 1. General Business: To transact any other business that may be brought forward in accordance with the Constitution of the Company.
• By Order of the Board

Alexander Beard

Company Secretary

Sydney this 24th day of October 2003.

NOTES

A separate proxy form is enclosed.

Nominations for the office of Director close fifteen working days before the Meeting and must be lodged at the registered office of the Company by that date.

Copies of the Company's Constitution are available for inspection at the registered office of the Company.

PROXIES

A member entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights and the proportion stated on each proxy form. A proxy need not be a member.

The instrument appointing a proxy must be in writing under the hand of the appointor or the appointor's attorney or if such appointor is a corporation under its common seal or the hand of its attorney or secretary.

To be effective, the instrument appointing a proxy (and the power of attorney, if any, under which it is signed) must be received by either of the following:

• a) mailed to the office of the Company, Level 42, AAP Centre, 259 George Street, Sydney 2000; or
• b) sent by facsimile on (02) 9087 8088

not less than forty-eight hours before the time for holding the meeting.

CONTENTS

EXPLANATORY STATEMENT
	Important Notice
	Snap Shot Date
	Voting and Required Majority
	Proxies
	Summary of Dividend Reinvestment Plan Resolution 3
	дрремпіх 1 – DIVIDEND REINVESTMENT PLAN
1	Interpretation
2	Participation. Variation and Termination of Participation in this Plan

4	Sale of Ordinary Shares
5.	Variation, Termination or Suspension of the Plans4
f.	Nomination Advices and Notices
7	Allotments Under the Dividend Reinvestment Plan 5
8.	Dividend Reinvestment Plan ("DRP")
9.	Costs to Participants
	10 Governing Law and Jurisdiction
	11 Stock Exchange Listing
	12 Taxation
	13 General
PROXY FORM

CVC LIMITED
ACN 002 700 361

EXPLANATORY STATEMENT

IMPORTANT NOTICE

This explanatory statement is given to shareholders in explanation of the resolutions to be considered at the annual general meeting on 24th November 2003 and to allow shareholders to determine how they wish to vote on the resolutions. This explanatory statement should be read in conjunction with, and forms part of, the Notice of Annual General Meeting which this explanatory statement accompanies.

This explanatory statement is dated 24th October 2003.

SNAP SHOT DATE

The Directors of CVC Limited, pursuant to 7.11.37 of the Corporations Regulations 2001 and as the convenor of the meeting, have determined that all ouoted securities of the Company will be taken, for the purposes of the meeting. to be held by the person who held them at 7,00pm on the 22nd November 2003.

VOTING AND REQUIRED MAJORITY

In accordance with the Corporations Act 2001 for the ordinary resolutions to be effective:

• (a) each resolution must be passed at a meeting of which not less than 28 days' written notice specifying the intention to propose the resolutions has been given; and
• (b) each resolution must be passed by more than 50% of all the votes cast by members entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).

PROXIES

A member entitled to attend and vote at the meeting has the right to appoint a proxy to attend and vote instead of the member. A member who is entitled to cast 2 or more votes is entitled to appoint not more than two proxies. If more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights and the proportion stated on each proxy form. A proxy need not be a member of the Company.

The instrument appointing a proxy must be in writing under the hand of the appointor or the appointor's attorney or if such an appointor is a corporation under its common seal or under the hand of its attorney or secretary. In addition, if the appointor is a company, the form of proxy may be signed by 2 Directors, or a Director and a Company Secretary or, in the case of a proprietary company that has a sole Director that is also the sole Company Secretary, by that Director.

In the case of joint shareholders, the proxy form must be signed by all holders.

If you desire to direct your proxy how to vote, please insert 'X' or the percentage of votes in the box appropriate to each resolution in the form of proxy. If you do not wish to direct your proxy how to vote please insert 'X' in the box authorising your proxy to have discretion on how to vote.

To be effective, the form of a proxy (and the power of attorney with evidence of non-revocation, if applicable, under which it is signed or a certified copy of that power of attorney) must be lodged:

(a) by mail to the office of the Company, Level 42,

AAP Centre, 259 George Street, Sydney NSW 2000; or (b) by facsimile on (+612) 9087 8088

not less than 48 hours before the time of holding the meeting at which the person named in the form of proxy intends to vote. If it is not received, the appointment of proxy will not be treated

SUMMARY OF DIVIDEND REINVESTMENT PLAN RESOLUTION

as effective.

The Directors wish to give shareholders who hold fully paid ordinary shares a convenient means of increasing their holding in CVC by reinvesting all or part of their dividend in additional fully paid ordinary shares.

A copy of the proposed plan rules is attached as appendix 1 with this notice of meeting. A brief summary is set out below but shareholders should read the plan rules:

• 1. The dividend reinvestment plan is open equally to all ordinary shareholders except for those shareholders in countries where the issue of shares is unlawful. The right to participate in the Plan is not transferable.
• 1. In respect of their shares Shareholders can participate in full or in part. Any eligible shareholder may change their participation at any time.
• 1. Shareholders may reinvest all of their dividends in shares in CVC.
• 1. The Directors can determine whether to issue new shares or to cause a broker to arrange the purchase and transfer of existing Shares to a Participant or to apply a combination of both options, to satisfy the obligations of CVC under the Plan. If the Directors determine to cause the purchase and transfer of shares to participants, the shares may be acquired through a broker in the market in such manner as the Directors think appropriate.
• 1. Shares under the scheme are to be transferred or issued at a price of 97.5% of:
• 5.1 the volume weighted average safe price per share of all CVC ordinary shares sold on ASX during the four trading days up to and including the applicable dividend record date: and
• 5.2 if no shares are sold during that period, the last sale price recorded on ASX prior to the start of that period.

Each of the Directors recommend that the Plan be adopted.

DIVIDEND REINVESTMENT PLAN - APPENDIX 1

TERMS AND CONDITIONS OF THE CVC LIMITED DIVIDEND REINVESTMENT PLAN

The following terms and conditions relate to CVC Limited ("CVC") Dividend Reinvestment Plan("DRP") as herein defined.

1 INTERPRETATION

1.1 In these Rules, unless the contrary intention appears:

"Applicant" means an Eligible Person who applies to participate in the Plan:

"Application" means an application made on a Dividend Nomination Advice (or in such other written form acceptable to the Directors) to participate in the Plan;

"Cash Dividend" means a dividend payable wholly in cash and, in the case of a dividend payable only partly in cash, that part of the dividend which is payable in cash, net of Withholdings (if any);

"CVC" means CVC Limited (ACN 002 700 361);

"Adiusted Current Market Price" means 97.5% of:

• (a) the volume weighted average sale price per share of all CVC ordinary shares sold on Australian Stock Exchange Limited during the four trading days up to and including the Becord Date: and
• (b) if no shares are sold during that period, the last sale price recorded on Australian Stock Exchange Limited prior to the start of that period.

"Directors" means the Board of Directors for the time being of CVC:

"Dividend" means a dividend declared by the Directors with respect to Ordinary Shares;

"Dividend Nomination Advice" means the form from time to time approved by the Directors by which an Eligible Person applies to join the Dividend Reinvestment Plan, and also by which a Participant in the Dividend Reinvestment Plan applies to vary the level of or withdraw from participation in the Plan:

"Dividend Reinvestment Plan" (or "DRP") means the Dividend Reinvestment Plan operated in accordance with these rules:

"Eligible Person" with respect to the Plan means a Shareholder who does not have a registered address in any place in which, in the opinion of the Directors, participation, or the making of an offer to participate, in the Plan is or would be unlawful or impracticable;

"Full Participant" means a Participant who for the time being participates in the Plan in respect of all the Ordinary Shares registered in their name:

"Limited Participant" means a Participant who for the time being participates in the Plan in respect of some, but not all. of the Ordinary Shares registered in their name;

"Ordinary Share" means an issued and fully paid ordinary share of CVC:

"Participant" means a person who is the holder of a Participating Share:

"Participating Share" means an Ordinary Share which has become subject to this Plan:

"Plan" means the Dividend Reinvestment Plan operated in accordance with these rules as amended from time to time;

"Plan Statement" means, with respect to the Plan, a separate statement prepared by and forwarded from the Registry in respect of each Dividend payment and giving the information outlined in the terms and conditions specific to the Plan;

"Record Date" means, in relation to a Dividend, the date specified by the Directors for determining entitlements to a Dividend;

"Register" means a register of members of CVC:

"Registry" means CVC's Share Registry at, Level 42, AAP Centre, 259 George Street, Sydney, 2000 or such other share registry operated or nominated by CVC:

"Shareholder" means a person for the time being registered as a holder of Ordinary Shares:

"Withholdings" means withholding tax and any other amounts (including without limitation, amounts withheld as a result of a failure to provide a tax file number) which CVC is required or permitted to withhold from a dividend payable on Participating Shares.

1.2 In these Rules, words denoting the singular number include the plural and vice versa, words denoting any gender include all other genders and the headings in this document are for the purpose of reference only and do not affect its construction. A reference to a person includes a reference to a body corporate.

2 PARTICIPATION, VARIATION AND TERMINATION OF PARTICIPATION IN THIS PLAN

• 2.1 Subject to these rules, CVC will admit Eligible Persons to the Plan following receipt by CVC of an Application on the required Dividend Nomination Advice in form and substance acceptable to CVC.
• 2.2 An Application may provide that participation in the Plan extends either to all or to a specified number of the

DIVIDEND REINVESTMENT PLAN - APPENDIX 1 (Cont'd)

Ordinary Shares registered in the name of the Applicant. On acceptance, the Applicant will become a Full Participant or a Limited Participant in the Plan accordingly. If the Application does not specify a number of Ordinary Shares to become Participating Shares, the Application is deemed to be an Application for the Applicant to become a Full Participant in the Plan.

• 2.3 Any Participant may terminate their participation in the Plan at any time by completing and delivering to CVC a Dividend Nomination Advice in form and substance acceptable to CVC indicating their wish to terminate their participation in the Plan.
• 2.4 A Dividend Nomination Advice received by CVC to participate or to vary the level of participation or to terminate participation in the Plan or a deemed termination under clause 2.5, is not effective in respect of any Dividend for which the Record Date occurs prior to receipt of that Dividend Nomination Advice or such deemed termination.
• 2.5 A Participant is deemed to have terminated participation in the Plan:
• 2.5.1 upon receipt by CVC of a Dividend Nomination Advice in accordance with clause 2.4:
• 2.5.2 upon the registration of a transfer of all their Ordinary Shares subject to the Plan:
• 2.5.3 upon the termination of the Plan by CVC;
• 2.5.4 upon receipt (subject to clause 6) by CVC of notice of the death, bankruptcy or liquidation of a Participant; or
• 2.5.5 upon the Participant ceasing to be an Eligible Person.

In this clause 2.6 reference to a Participant includes reference to joint Participants, or one or more of such joint Participants where the context so admits.

• 2.6 Participation by any joint Participants in the Plan will be terminated (other than in respect of any Dividend for which the Record Date has already occurred) following receipt by CVC (subject to clause 6) of a notice of death of one or more of the joint Participants.
• 2.7 An Ordinary Share which has ceased to be a Participating Share is not thereby precluded from subsequently becoming subject to the Plan (provided that the Plan has not been terminated) on the terms and subject to the conditions set out in these rules as amended from time to time.

3 ACQUISITION OF ORDINARY SHARES

• 3.1 Any further Ordinary Shares acquired (by whatever means) by a Full Participant will automatically become Participating Shares in the relevant Plan on being registered in their name.
• 3.2 All Ordinary Shares transferred or issued to a Limited Participant pursuant to this Plan are deemed to become Participating Shares in the Plan.

SALE OF ORDINARY SHARES

Upon the registration of a transfer of any Ordinary Shares by a Participant then, unless CVC is otherwise advised in writing at its Registry, CVC will be deemed to have been instructed that the Shares have been transferred in the following order:

• 4.1 Ordinary Shares not participating in the Plan;
• 4.2 Ordinary Shares subject to the Dividend Reinvestment Plan:

VARIATION, TERMINATION OR SUSPENSION OF t. THE PLANS

• 5.1 The Directors may at any time resolve to:
• 5.1.1 vary the Plan and any agreement relating thereto, or
• 5.1.2 terminate or suspend the operation of the Plan.
• 5.2 Any such variation, termination or suspension:
• 5.2.1 is effective from the date of such resolution or otherwise as determined by the Directors:
• 5.2.2 does not give rise to any liability on the part of, or right of action against, CVC.
• 5.3 Participants in the Plan which has been varied, terminated or suspended will be notified in writing of such variation, termination or suspension.

6 NOMINATION ADVICES AND NOTICES

• 6.1 Dividend Nomination Advices and other notices to CVC must be in writing and in such form as CVC may from time to time require.
• 6.2 Such Dividend Nomination Advices and notices will only be effective on receipt by CVC's Share Registry, subject to:

6.2.1 the terms and conditions of the Plan; and

6.2.2 in the case of an Application, acceptance by CVC.

6.3 The provision of Articles 27.1 to 27.4 inclusive of CVC's Constitution apply to the service of notices on Participants under the Plan.

GVG LIMITED
AGN 002 700 361

DIVIDEND REINVESTMENT PLAN - APPENDIX 1 (Cont'd)

ALLOTMENTS UNDER THE DIVIDEND $\overline{7}$ REINVESTMENT PLAN

• 7.1 In the case of Ordinary Shares to be allotted pursuant to the Dividend Reinvestment Plan:
• 7.1.1 such Ordinary Shares will be so allotted within the time specified in the listing requirements of Australian Stock Exchange Limited: and
• 7.1.2 the relevant certificates (if required by law) and Plan Statements will be issued to each relevant Participant following each allotment.
• 7.2 Shares allotted under the Plan -

7.2.1 will be registered on the Register where the Participant already holds Ordinary Shares or, where the Participant holds Ordinary Shares on more than one Register, on the Register upon which the Participant's largest shareholding is held; and

7.2.2 subject to the constitution of CVC and to these terms and conditions, will from issue rank equally in all respects with other Ordinary Shares.

8 DIVIDEND REINVESTMENT PLAN ("DRP")

8.1 Participation in the DRP

Subject to these terms and conditions, participation in the Plan is optional, may be either full or limited, and is open to all Eligible Persons.

8.2 Agreement to Participate

An agreement on the terms and subject to the conditions set out in these rules between CVC and an Applicant for participation either as a Full Participant or a Limited Participant is made when CVC accepts an Application in respect of the Plan from the Applicant.

8.3 Operation of the DRP

A Cash Dividend which is payable to a Participant in respect of Participating Shares will on the dividend payment date be applied by CVC on the Participant's behalf in acquiring or subscribing for additional Ordinary Shares on the terms set out in this clause.

• 8.3.1 Shares to be issued under the DRP will be priced and issued at the Adiusted Current Market Price
• 8.3.2 In respect of each Cash Dividend payable to a Participant CVC will:
• 8.3.2.1 determine the amount of the Cash Dividend payable to the Participant in respect of or by reference to their Participating Shares;
• 8.3.2.2 determine the maximum number of the Ordinary Shares, priced in accordance with the provisions of clause 8.3.1, which could

be acquired by using the amount of the Cash Dividend payable to the Participant, rounded up to the next whole Ordinary Share:

• 8.3.2.3 on behalf and in the name of the Participant, on the dividend payment date apply the total amount of the Cash Dividend pavable to the Participant to acquire or subscribe for the additional Ordinary Shares calculated in accordance with paragraph $8.3.2.2:$
• 8.3.2.4 on the dividend payment date, transfer or allot and issue that number of additional Ordinary Shares to the Participant.
• 8.4 The Directors in their absolute discretion will determine with respect to the operation of the Plan for any Dividend whether to issue new Shares or to cause a broker to arrange the purchase and transfer of existing Shares to a Participant or to apply a combination of both options. to satisfy the obligations of CVC under these rules. If the Directors determine to cause the purchase and transfer of Shares to Participants, the Shares may be acquired through a broker in the market in such manner as the Directors think appropriate.
• 8.5 Plan Statement

A Plan Statement will be issued to each Participant following each Dividend payment giving the following information:

• 8.5.1 the number of their Participating Shares in the Plan at the Record Date:
• 8.5.2 the amount per share applied to the purchase of shares under the Plan;
• 8.5.3 the number of Ordinary Shares allotted under the Plan and their date of issue: and
• 8.4.4 the franked amount (if any) of the Dividend and the imputation tax credit (if any) attaching thereto.

9 COSTS TO PARTICIPANTS

CVC will not charge any brokerage, commission or other transaction costs in respect of an application for or the transfer or issue of Ordinary Shares pursuant to the Dividend Beinvestment Plan

10 GOVERNING LAW AND JURISDICTION

These terms and conditions are governed by and will be construed in accordance with the laws of the state of New South Wales, Australia and each Participant submits to the exclusive jurisdiction of the courts of that State.

DIVIDEND REINVESTMENT PLAN - APPENDIX 1 (Cont'd)

11 STOCK EXCHANGE LISTING

CVC will ensure that an application is made following any issue of shares pursuant to this Plan to list those shares on Australian Stock Exchange Limited and on each other stock exchange where Ordinary Shares of CVC for the time being are listed.

12 TAXATION

• 12.1 CVC does not:
• 12.1.1 take any responsibility or assume any liability for, or as a consequence of, the taxation liabilities of Participants: or
• 12.1.2 represent or warrant that a Participant will gain any taxation advantage or will not incur a taxation liability or disadvantage by participation in the Plan.

13 GENERAL

• 13.1 CVC is not liable or responsible to any Participant for any loss or affeged loss or disadvantage suffered or incurred by such Participants as a result, directly or indirectly, of the establishment or operation of the Plan or their participation in the Plan or in relation to any advice given with respect to participation in the Plan.
• 13.2 The DRP will not operate in relation to a dividend to the extent that the allotment or issue of Shares under the DRP would breach any applicable law, the listing rules or any provision in CVC's Constitution. If and to the extent that the DRP does not operate, the relevant dividend on participating shares must instead be distributed net of any withholding tax (if any) in cash to participants in the same way as to shareholders not participating in the DRP.
• 13.3 The Directors of CVC may implement the Plan in the manner as they think fit and may settle any difficulty or dispute which may arise either generally or in a particular case in connection with the Plan as the Directors think fit. The determination of the Directors will be conclusive and binding on all Shareholders and other persons to whom the determination relates.

OVE LIMITED
ACN 002 700 361

Incorporated in New South Wales Registered Office: Level 42 AAP Centre, 259 George Street, Sydney NSW 2000 Australia.

PROXY FORM

l/we
	FULL NAME - BLOCK LETTERS
0Ť –	1989 - Johann Johann Stoff, deutscher Stoffen und der Stoffen und der Stoffen und der Stoffen und der Stoffen
being a shareholder of CVC Limited
SECTION A	HEREBY APPOINT______
	$\sigma$ of $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ and $\sigma$ a
	or, failing him, the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 24th day of November 2003 at eleven o'clock in the morning, or at any adjournment thereof. The proxy so appointed shall represent all my/our voting rights except those (if any) specified in B below.
SECTION B	and 1/we further appoint ______
DO NOT	$of$ $\overline{\phantom{a}}$
complete unless you wish to	as my/our proxy to vote for me/us and on my/our behalf at the said meeting or at any adjournment thereof. The proxy, appointed by this Section B shall represent my/our voting rights in respect of ___shares.
appoint two proxies	My/our proxy is instructed to vote as indicated below. If no specific direction to vote is given the proxy holder may vote as he or she thinks fit or abstain from voting.

I/we instruct my/our proxy to vote as indicated below in respect of the resolutions:

	First or Sole Proxy		Second Proxy
	For	Against	For	Against
Resolution 1 Director - Alexander Beard
Resolution 2 Director - John Riedl
Resolution 3 Dividend Reinvestment Plan
OR: I/we give my/our proxy the discretion on how to vote by placing a mark in this box

Notes:

1) If you do not mark the box giving your proxy the discretion on how to vote and you have not specifically directed your proxy how to vote on a resolution, your votes will not be counted in computing the required majority if a poll is called on that resolution.

2) If you specifically direct your proxy how to vote and mark the box giving your proxy discretion on how to vote, the specific directions will take precedence.

3) By marking the box to give your proxy the discretion on how to vote, you acknowledge that your proxy may exercise the proxy even if he/she has an interest in the outcome of a resolution and the votes cast by him/ her, other than as a proxy holder, would be disregarded because of that interest. 4) The Chairman of the meeting intends to vote all undirected proxies in favour of the resolutions.

Signed this	dav of	2003

Signature of Shareholder(s)

Signature of Witness