CVC LIMITED — AGM Information 2012

Oct 23, 2012

CVC LIMITED ACN 002 700 361

ANNUAL GENERAL MEETING

2012

TABLE OF CONTENTS

Notice of Meeting	Page 2
Resolutions Proposed	Page 3
Voting exclusion statement, voting entitlements, proxies and	Page 5
corporate representatives
Explanatory Statement for Resolutions	Page 7

Inclusions

• Annual Report (for shareholders who have elected to receive a hard copy)

• Proxy Form

• Reply paid envelope

• 2 -

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

24 October 2012

Dear Shareholder

I am pleased to invite you to attend the 2012 Annual General Meeting of CVC Limited, which will be held at the following time and place:

Date 26 November 2012 Time 11:30 am

Place Level 42 Suncorp Place, 259 George Street, Sydney, New South Wales

The business to be considered at the AGM is provided on page 3 of this Notice of Meeting. An Explanatory Statement in relation to each of the proposed resolutions is provided at page 7 of this Notice of Meeting. If you are able to attend the AGM, please bring the enclosed proxy form with you to facilitate registration at the AGM.

If you do not plan on attending the AGM, you are encouraged to appoint a proxy to attend and vote on your behalf by completing the enclosed proxy form and returning it in person, by fax or in the envelope provided. Instructions on how to appoint a proxy are detailed on the proxy form.

Proxies must be received no later than 11:30am 24 November 2012 to be valid for the AGM.

A copy of the CVC 2012 Annual Report is included with this Notice of Meeting for those shareholders who have elected to receive a hard copy. A copy of the 2012 Annual Report is also available online at the Company’s website www.cvc.com.au. .

We look forward to seeing you at the AGM.

Yours sincerely

Vanda Gould Chairman

• 3 -

NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF CVC LIMITED

Ordinary Business

1. To receive and consider the Financial Report of the Company and the consolidated entity and the Reports of the Directors and Auditor for the financial year ended 30 June 2012.

2. To adopt the Remuneration Report for the financial year ended 30 June 2012, as set out in the Directors’ Report section of the Annual Report. (Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.)

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

4. “That John Leaver, a Director who retires by rotation at the close of the Meeting and being eligible, is re-elected as a Director of the Company.”

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

6. "To approve the on-market Share Buyback Program for up to 20 million ordinary shares."

Special Business

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

“That, subject to the approval of the members of CVC Private Equity Limited of the CVC Private Equity Limited Option Plan, for the purposes of Part 2E.1 of the Corporations Act, ASX Listing Rule 10.14, and for all other purposes, approval be given to the issue of options to acquire shares in CVC Private Equity Limited, to Alexander Beard under the CVC Private Equity Limited’s Option Plan on the terms set out in the Explanatory Statement.”

General Business

1. To transact any other business that may be brought forward in accordance with the Constitution of the Company.

Further information specific to resolutions 1-5 (inclusive) is set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.

• 4 -

By order of the Board

John Hunter Company Secretary 24 October 2012

• 5 -

Voting Exclusion Statements

Resolutions 2 and 5

The Company will disregard any votes cast in respect of each of resolutions 2 and 5 by any Director and other key management personnel of the Company and their closely related parties.

However, the Company need not disregard a vote in respect of each of resolutions 2 and 5 if:

• It is cast by a person (including the person chairing the meeting) as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• It is cast by a person chairing the meeting as proxy for a person who is entitled to vote, where the proxy form does not specify the way the proxy is to vote on that resolution but expressly authorises the person chairing the meeting to exercise the proxy even if that resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the Company. The person chairing the meeting intends to vote all available proxies in favour of each of resolutions 2, and 5.

For the purposes of this voting exclusion, “key management personnel” are the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. The Company’s Remuneration Report for the financial year ended 30 June 2012 identifies the Company’s key management personnel for that financial year. Their “closely related parties” are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

Determination of entitlement to vote

For the purpose of the Meeting, the Directors have determined that shares will be taken to be held by persons registered as shareholders as at 11:30 am (Sydney time) on 24 November 2012.

Proxies

Each shareholder may appoint a proxy, who need not be a shareholder, to attend and vote at the AGM on the shareholder’s behalf. A shareholder who is entitled to attend and cast two or more votes at the Meeting may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise on a poll. If the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes that each may exercise, each may exercise half of the votes (disregarding fractions) on a poll. A proxy form and, if not signed by the shareholder, the power of attorney or other authority (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company at least 48 hours before the time for holding the Meeting. .

Proxy forms may be lodged with the Company at the Company's registered office at Level 42 Suncorp Place, 259 George Street, Sydney, New South Wales 2000; or the following fax number: (02) 9087 8088.

• 6 -

Corporate representatives

A company wishing to appoint a person to act as its representative at the meeting must provide that person with a letter executed in accordance with the company’s constitution and the Corporations Act authorising him or her to act as the member’s representative.

• 7 -

Explanatory Statement

Ordinary Business

Item 1 - To receive and consider the Financial, Directors’ and Auditor’s Reports for the financial year ended 30 June 2012

A copy of the CVC Annual Report 2012 is included with this Notice of Meeting for those shareholders who have elected to receive a hard copy. The CVC Annual Report 2012 can also be found on the Company’s website www.cvc.com.au .

During discussion of this item, there will be an opportunity for shareholders to ask questions about, or comment on, the Reports and the management and performance of the Company.

Item 2 - Adoption of the Remuneration Report for the financial year ended 30 June 2012

The Company is required under the Corporations Act 2001 (Cth) to include in the business of its Annual General Meeting a resolution that its Remuneration Report for the 2012 financial year be adopted. The resolution is advisory only and does not bind the Directors or the Company. During discussion of this item, there will be an opportunity for shareholders to ask questions about, or comment on, the Remuneration Report.

The Remuneration Report is set out in the Directors’ Report section of the Company's 2012 Annual Report and sets out:

• the principles used to determine the nature and amount of remuneration of the board and senior management;

• details of remuneration for executive directors and senior management;

• summaries of service agreements with executive directors and senior management; and

• details of share based compensation.

Board recommendation : The Directors recommend that shareholders vote in favour of Resolution 2.

Item 3 – Re-election of John Leaver as a director retiring by rotation

John Leaver retires in accordance with the Company's Constitution, and, being eligible, offers himself for re-election.

Board recommendation : The Directors recommend that shareholders vote in favour of Resolution 3.

Item 4 – Approval of on-market Share Buyback Program

Background

• 8 -

The Corporations Act 2001 authorises a listed company to buyback its own shares on market if the buyback does not materially prejudice the company’s ability to pay its creditors and it follows the procedures required in the Act.

Shareholder approval is required if all of the shares bought back in the last 12 months is more than 10% of the minimum number of shares on issue at any time during the last 12 months. The limit after which a company requires shareholder approval for a buyback is called the 10/12 limit .

At the date of this notice, the Company is able to acquire 12,211,225 fully paid ordinary shares without shareholder approval. The Company wishes to buy-back on market more shares than permitted under the 10/12 limit, and accordingly seeks shareholder approval for the on-market buy-back of a total of up to 20 million ordinary shares (7,788,775 shares more than the Company would be permitted to buy back without shareholder approval).

Reasons for the buyback

The share buyback offers an opportunity:

•  to return capital to long-standing investors, as would be contemplated by a closed end fund; and

•  to better match recurrent earnings with capital employed.

It is also an efficient use of capital whilst shares trade at a significant discount to net asset value of the Company.

Details of buyback

The key details of the proposed buyback are as follows:

• Price range – The Company will in its discretion offer to buy back shares on market at a price determined by the Company subject to the listing rules of the ASX. The listing rules of the ASX impose a moving cap on the price the Company may pay for the shares of 5% above the average market price per share for the last 5 days on which trades were recorded before the day on which the purchase under the buyback was made.

• Maximum number of shares – The maximum number of shares in the Company to be bought back is 20 million fully paid ordinary shares. The number of shares to be bought back represents approximately 16.4% of the total issued share capital of 122,112,250 at the date of this notice.

Advantages of buyback

The key advantages of the buyback are as follows:

1. increase the liquidity of the Company’s shares. There is a limited market for the Company's shares on the ASX. The buyback gives shareholders an increased ability to exit their investment in the Company;

2. an efficient use of surplus capital in a market where finding suitable investments is proving difficult;

3. increased price competition for the Company’s shares; and

4. the promotion of a more efficient capital structure.

5. 9 -

Disadvantage of buyback

The key disadvantage of the buyback is that it reduces the cash balances of the Company. If the maximum number of shares are bought back by the Company the cash balance would be reduced by $18,000,000 (based on a share price of $0.90). The cash balance as at 30 June 2012 was $43,458,535.

Buyback funding

The buyback will be funded from cash reserves. The Directors do not believe that the buyback will materially prejudice CVC’s ability to pay its creditors.

Effect on capital structure of the Company

The Directors do not anticipate that the buyback will have any material change in the ownership spread of shares in the Company or result in any party gaining control of the Company.

Consequence if approval not given

If the approval is not given, CVC intends to buyback on market the maximum number of shares permitted under the 10/12 limit without shareholder approval.

Board recommendation

The Directors unanimously recommend that shareholders vote in favour of the proposed share buyback.

Item 5 – Approval of Alexander Beard's Participation in the CVC Private Equity Limited Option Plan (OP)

In accordance with the ASX Listing Rules and the Corporations Act, Shareholders are asked to approve the participation by Alexander Beard, a Director of CVC Private Equity Limited and the Company, in the OP. The options issued under the OP will be options to acquire shares in CVC Private Equity Limited.

The Directors consider that the participation by Alexander Beard in the OP constitutes the giving of a financial benefit to a related party of the Company under Part 2E.1 of the Corporations Act, which requires the approval of the Shareholders.

The issuing of options is an established practice in Australia as part of the remuneration of senior executives. If no options were issued, the cash remuneration of Alexander Beard may have to be increased. Issuing shares is considered a preferable alternative as the recipient benefits if the Company’s share price increases – in which case all Shareholders also benefit. This part of Alexander Beard remuneration is therefore related to the longer-term performance of CVC Private Equity Limited.

The Company presently holds 60.1% of the issued shares in CVC Private Equity Limited.

The following persons are entitled to participate in the OP:

• Alexander Beard

• 10 -

 Elliott Kaplan, director of CVC Private Equity Limited.

Alexander Beard's participation in the OP is conditional on the passing of Resolution 5 and to the approval by the members of CVC Private Equity Limited of the OP.

In accordance with the Corporations Act, the following information is provided in relation to Alexander Beard's participation in the OP:

Names of the allottees or the basis upon which allottees will be identified or selected:	Alexander Beard, Director, or his associates.
Alexander Beard’s total remuneration package:	Alexander Beard's remuneration package including superannuation and share based payments for FY2012 comprised a total of $386,691. The total remuneration package including the financial benefit associated with the securities for FY2013 is anticipated to be $400,033.
Maximum number of securities to be issued or the formula for calculating the number of securities to be issued:	Alexander Beard will be granted up to a maximum of 1,200,000 options.
The date by which the entity will issue the securities:	It is intended that options will be issued to Alexander Beard as soon as is practical after the Company's 2012 AGM is held. In any event, the issue date will be no later than 12 months after the date of the Company's 2012 AGM (or such longer period of time as the ASX may in its discretion allow).
Price at which the securities will be issued:	Nil.
Terms of the securities:	The options will:  be granted to allow for the issue of shares in the Company at an issue price of $0.75 on exercise  expire 3 years after the date of issue  vest on issue.
Terms of any loan in relation to the acquisition of options:	None.
Use (or intended use) of the funds raised:	The funds raised on the exercise of the options will be used for working capital.
Alexander Beard’s existing interest in CVC Private Equity Limited:	Alexander Beard or his related parties at the date of this notice holds 238,125 shares in CVC Private Equity Limited.
Maximum extent of voting power in CVC Private Equity Limited after the issue of shares on exercise of the options:	Assuming all of Alexander Beard's options were exercised, then Alexander Beard would hold approximately 6.5% of the issued shares in CVC Private Equity Limited.

• 11 -

Valuation of the financial benefit to be given to Alexander Beard:	$7,200
Directors of the Company or are eligible to participate in the OP	Alexander Beard, a director of the Company will participate in the OP, subject to Shareholder approval.
Directors’ interest in the outcome of this resolution	Other than Alexander Beard, no other director has an interest in the outcome of this resolution. However, as the other directors are "Key Management Personnel" for the purposes of the Corporations Act, a voting exclusion statement applies as set out on page 5 of this Notice of Meeting. For those reasons, Alexander Beard and the other directors will not be making recommendations as to voting on this resolution.
Number of times options have previously been issued under the OP.	None

.

___ END ____

CVC LIMITED

ACN 002 700 361

Registered Office: Level 42 Suncorp Place, 259 George Street Sydney NSW 2000, Australia

Phone: (02) 9087 8000 Fax: (02) 9087 8088

PROXY FORM

I,

…………………………………………………………………………………..………………………………………………….

(FULL NAME, BLOCK LETTERS)

of

……………………………………………………………………………………………………………………………………….

being a member of CVC Limited.

SECTION A

HEREBY APPOINT ……………………………………………………………………………………………………………………….………

of

……………………………………………………………………………………..………………………………………………….

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 Monday 26 November 2012 at 11.30am (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

…………………………………………………………………………………………………..……………….

of

………………………………………………………………………………………..………………………………………………….

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:

	A			B
For	Against	Abstain	For	Against	Abstain

Resolution 2 – Adoption of Remuneration Report ( this resolution is non-binding) Resolution 3 – Re-election of John Leaver Resolution 4 – Share Buyback Resolution 5 – Option Issue – Alexander Beard

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…………………………………….day of …………………………………………….2012.

…………………………………………………….……………… …………………………………………………………………… Signature of Shareholder (s) Signature of Witness