CVC LIMITED — AGM Information 2005

Oct 23, 2005

CVC LIMITED

A C N 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 Tuesday the 29^th of November 2005 at 2.00 pm.

BUSINESS

• 1. To receive and consider the Financial Report of the Company and of the Consolidated Entity for the year ended 30 June 2005 and the Reports by Directors and Auditors thereon.
• 1. To receive, consider and adopt the Remuneration Report of the Company and Consolidated Entity for the year ended 30 June 2005.
• 1. John Read who retires in accordance with the Company's Constitution, and, being eligible, offers himself for re-election.
• 1. Approval of Employee Share Acquisition Plan and issue of shares under the plan in accordance with the attached Explanatory Memorandum & Notes to Notice of Meeting.
• 1. General Business: To transact any other business that may be brought forward in accordance with the Constitution of the Company.

INFORMATION

Notes to the Notice of Meeting & Explanatory Information accompanies and forms part of this Notice of Meeting.

PROXY FORM

A Proxy Form accompanies this Notice of Meeting.

ENQUIRIES

For enquiries or further information, please contact Michael Bower at the Company on (02) 9087 8000.

By Order of the Board

Michael Bower Company Secretary

Sydney this 24^th day of October 2005.

CVC LIMITED

NOTES TO NOTICE OF MEETING & EXPLANATORY INFORMATION

Persons entitled to vote

The Directors have determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the General Meeting will be as it appears in the share register at 27th November 2005.

How to vote

If eligible, you may vote by attending the meeting, by proxy or attorney. A member who is a body corporate may appoint a representative to attend and vote on its behalf.

Voting in person

To vote in person, attend the meeting at the time and place set out in this notice of meeting.

Voting by proxy

To vote by proxy, please complete, sign and return the enclosed proxy form in accordance with the following instructions. If you require an additional proxy form, the Company will supply it on request.

Proxies

A member who is entitled to vote at the meeting, may appoint one or two proxies. Where the member appoints 2 proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded. A proxy need not be a member of the Company.

The proxy form must be signed by the member or the member's attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.

The proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy, must be received by the Company at least 48 hours before the time for holding of the meeting or any adjourned meeting (or such lesser period as the Directors may permit) at the Company's
registered office at Level 42 AAP Centre, 259 George Street, Sydney, New South Wales 2000; or the following fax number: $(02)$ 9087 8088.

Voting by attorney

A member may appoint an attorney to act on the member's behalf at the meeting. The power of attorney or such other
evidence of the attorney's appointment and authority to the satisfaction of the Directors must be received by the Company at least 48 hours before the time for holding of the meeting or any adjourned meeting.

BUSINESS

Financial Report

In accordance with the Corporations Act and the Constitution of the Company the Financial Report of the Company and of the Consolidated Entity for the year ended 30 June 2005 and the Reports by Directors and Auditors thereon are to be laid before the Annual General Meeting.

There is no formal resolution to be out but shareholders will be given the opportunity to make comments and ask questions of the Board and the Auditor in respect of the reports. Shareholders are also able to submit questions to the Company for the Auditor prior to the meeting. The list of any such questions will be presented at the meeting for discussion and responses.

Resolution 2 - Remuneration Report

In accordance the Corporations Act 2001, a resolution must be put to shareholders that the remuneration report of the Company be adopted. The Remuneration Report was included in the Directors' Report section of the Annual Report, distributed to shareholders.

The resolution is not binding upon the Company or the Board but the Chair of the meeting must provide reasonable opportunity at the meeting for shareholders to ask questions about and comment on the remuneration report.

Resolution 3 - Re-election of Director

Mr John Douglas Read who retires in accordance with the Company's Constitution, and, being eligible, offers himself for reelection. Information about Mr Read can be found in the Directors' Report section of the Annual Report.

Resolution 4 - Employee Share Acquisition Plan

The Company currently has an Executive Long Term Incentive Plan. The Company proposes to introduce an Employee Share Acquisition Plan ("the Plan") for those employees not participating in the Executive Plan.

The purpose of the Plan is to increase employee incentive and motivation by providing employees with an opportunity to participate in a tax effective way in the growth of the Company. Further details of the Plan are as follows:

Only employees of the Company or its 100% owned subsidiaries are eligible to participate.

Upon invitation, each eligible employee may elect to receive Shares in the Company with a Market Value not exceeding \$1,000 each year (or such other amount as may be exempt from inclusion as assessable income). There should be no tax payable on the receipt of these shares by the employee (provided the employee makes the necessary election to be taxed in the year of receipt). No amount is payable by the participant for the shares.

To allow for future business expansion, the Plan permits shares to a maximum value of \$20,000 per annum to be issued under the plan. However, at the date of this notice of meeting, there are less than five employees that meet the eligibility requirements to receive shares under this plan.

It is intended that the Plan will be open to all eligible permanent employees that have been employed by the Company for more than twelve months. The Plan will be structured to provide qualifying shares to its participants on a non-discriminatory basis within the meaning of the Income Tax Assessment Act 1936.

Shares issued under the Plan will be restricted until the earlier of the third anniversary of issue or the cessation of employment with CVC. Except in limited circumstances, whilst the shares are restricted they may not be disposed of. In all other respects the shares rank pari passu with all other ordinary shares of the Company, for example in respect of the entitlement to receive dividends or attend and vote at meetings of the Company.

Unlike the Executive Long Term Incentive Plan, shares issued under the plan are not subject to future performance conditions and cannot be forfeited.

To allow for unforeseen corporate or personal circumstances, the Plan gives the Board discretion to waive the application of or breaches of the rules.

CVC LIMITED
ACN 002 700 361

Registered Office: Level 42 AAP Centre, 259 George Street Sydney NSW 2000, Australia
Phone: (02) 9087 8000 Fax: (02) 9087 8088

PROXY FORM

Ι,
	(FULL NAME, BLOCK LETTERS)
οt	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
	being a member of CVC Limited.
SECTION A
	HEREBY APPOINT
οf
or, failing him/her, 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 Tuesday 29 th day of November 2005 at 2.00 pm (Sydney time), 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 (DO NOT COMPLETE THIS SECTION UNLESS YOU WISH TO APPOINT TWO PROXIES)
	AND I FURTHER APPOINT
ΟŤ	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
	as my 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.
	I/ we instruct my/our proxy to vote as indicated below in respect of the resolutions:
			А			в
		For	Against	Abstain	For	Against	Abstain
Resolution 2 -
Resolution 3-	Adoption of Remuneration Report
	Re-election of Mr JD Read
Resolution 4 -	Approval of Employee Share Acquisition Plan
	If you do not wish to direct your proxy how to vote, please place a mark in the box:
	By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman will vote all undirected proxies in favour of all resolutions.
	Signed this
	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,					.