CVC LIMITED — AGM Information 2018

Nov 25, 2018

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AGM PRESENTATION Building Long Term Shareholder Value

NOVEMBER 26, 2018

Disclaimer

Important Notice

This Presentation (Presentation) has been prepared and issued by CVC Limited ACN 002 700 361 (CVC).

This Presentation must not be copied or distributed to other persons without the prior written consent of CVC, which may be given or withheld in its absolute discretion.

Financial amounts

All dollar values are in Australian Dollars (A$) and financial data is presented as at the date of this presentation unless stated otherwise. CVC’s results are reported under Australian International Financial Reporting Standards, or AIFRS.

Future performance

This document is not a prospectus and does not contain all of the information which would be required to be disclosed in a prospectus.

Summary Information

The information contained in this Presentation is of a general nature and in summary form. Neither CVC (nor any of its respective officers, employees, related bodies corporate, affiliates, agents or advisers) guarantees or makes any representation or warranty, express or implied, as to, or takes responsibility for, the accuracy, or reliability of the information contained in this document. CVC does not represent or warrant that this document is complete or that it contains all material information about CVC or which a prospective investor or purchaser may require in evaluating a possible investment in CVC or acquisition of CVC shares.

It is not intended to be relied upon as advice to investors or potential investors, and does not contain all information relevant or necessary for an investment decision or that would be required in a prospectus prepared in accordance with the Corporations Act.

Statements in this Presentation are made only as of the date of this Presentation unless otherwise stated and information in this Presentation remains subject to change without notice.

Not an Offer

This Presentation is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law and does not constitute an invitation to subscribe for or buy any shares in CVC, including in any jurisdiction in which it would be unlawful, or a solicitation to engage in or refrain from engaging in any transaction.

Not investment advice or a recommendation

This Presentation does not constitute investment or financial product advice, nor is it a recommendation to acquire shares in CVC. It is not intended to be used as the basis for making a financial decision, nor is it intended to constitute legal, tax, accounting or other advice. In particular, this Presentation is not intended to be relied upon as advice to any person and does not take into account the financial situation, objectives or needs of any person. This Presentation may not be relied on to make an investment or other financial decision, and you should make your own assessment and take independent professional advice in relation to the information, before making any investment decision in relation to CVC.

This Presentation contains certain ‘forward looking statements’ including statements regarding or based on CVC’s current belief, intent, assumptions or expectations with respect to the financial condition and performance, results and operations, business plans and objectives or management, capital adequacy, risk management practices and specific or general provisions.

Forward looking statements can generally be identified by the use of forward looking words such as ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘will’, ‘could’, ‘may’, ‘target’, ‘plan’ and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Presentation involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of CVC, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.

Disclaimer

No party other than CVC has authorised or caused the issue, lodgement, submission, dispatch or provision of this Presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this Presentation. Any information or representations not contained in this Presentation may not be relied upon as having been authorised by CVC.

Nothing contained in this document nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future. Past performance information given in this document is given for illustrative purposes only and should not be relied upon as (and is not) any indication of future performance.

To the maximum extent permitted by law, CVC, officers, employees, agents and advisers disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of this presentation being inaccurate or due to information being omitted from this Presentation, whether by way of negligence or otherwise, make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Presentation.

The information in this Presentation remains subject to change without notice.

ANNUAL GENERAL MEETING PRESENTATION | 2018

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CVC 2018 Result Highlights

1 JULY 2017 – 30 JUNE 2018

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22.7 $0.15 $1.71 $1.00 $68.5 $65.2
Million Million Million Million
NPAT DIVIDEND DIVIDEND UNRECOGNISED NET CASH REVENUE
to shareholders 100% franked per share NTA PRE-TAX (Cash of $71.1M less
UPLIFT at call debt of $2.6M)
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ANNUAL GENERAL MEETING PRESENTATION | 2018

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1 JULY 2017 – 30 JUNE 2018

CVC 2018 Result Highlights

• Underlying FY18 NPAT of $27.1 million

• FY18 NPAT to shareholders of $22.7 million

• FY18 Dividends of 15 cents per share / Final Dividend 8 cents per share

• Overriding 5 year strategic plan is to build and develop underlying recurrent profitability to de-couple share price from NTA and significantly increase shareholder value. Substantial balance sheet strength, underlying property portfolio, refreshed investment base, enhancements to management team, deal flow, and investment management capabilities place us in an ideal position to execute the plan.

• Completed $60 million note raising at BBSW + 3.75% (equivalent to a current underlying rate of 5.87% per annum), with 5 year exercise price of $3.40. Objective to deploy proceeds during H1 FY19 at > 5% margin spread. A significant milestone for CVC’s corporate history

• Strong balance sheet with Net Tangible Assets of $206.2 million including net cash of $68.5 million[1] . Unrecognised pre-tax NTA uplift of approximately $1.00 per share of projects at current estimates.

• Significantly increased value of property portfolio with improved terms for Marsden Park / Mirvac PDA and progress on construction, planning and commercialisation of all projects

• Successful capital raising for EDC now fully deployed. Key objective to raise significant additional capital for EDC and other unlisted syndicates during FY19.

• Contributions from all investment segments, with pipeline developed for future profit contribution, including a number of meaningful strategic stakes in Listed and Unlisted investments.

• ASX Listed portfolio delivered investment returns of 20% during FY18 on an average investment base of $90 million. One key strategic objective is to launch a managed small cap / emerging companies focused investment fund in FY19.

• Successful scrip and cash sale of Southpack investment into ASX listed Probiotec (PBP) during year – with subsequent substantial re-rating of PBP from $0.50 at sale to $1.15 at June 30.

• Key investment stakes in private debt focussed businesses – Australian Invoice Finance Limited and Bigstone Capital Pty Limited – as a source of both asset backed lending opportunities and future capital returns.

• Total income generated up 38.3% to $65.2 million

• Progressing due diligence on multiple investment opportunities

• Completed conditional sale of Donnybrook for $134 million, which will deliver NTA uplift of 42 cents per share, and $49 million profit release over 4 financial years expected to commence FY20

1. Net cash has been calculated as cash and cash equivalents of $71.1 million less at call debt of $2.6 million.

ANNUAL GENERAL MEETING PRESENTATION | 2018

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CVC Business Overview

TOTAL REPORTED ASSETS AT 30 JUNE 2018

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ANNUAL GENERAL MEETING PRESENTATION | 2018

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CVC Track Record

1 JULY 2017 – 30 JUNE 2018

TOTAL SHAREHOLDER RETURN SINCE 30 JUNE 1998

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$4.50
$4.00
$3.50
$3.00
$2.50
$2.00
$1.50
$1.00
$0.50
$0.00
Share Price Cumulative Dividends Paid
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TOTAL SHAREHOLDER RETURN SINCE 30 JUNE 1998

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$450,000
$400,000
$350,000
$300,000
$250,000
$200,000
$150,000
$100,000
$50,000
$‐
30/06/1998 30/06/1999 30/06/2000 30/06/2001 30/06/2002 30/06/2003 30/06/2004 30/06/2005 30/06/2006 30/06/2007 30/06/2008 30/06/2009 30/06/2010 30/06/2011 30/06/2012 30/06/2013 30/06/2014 30/06/2015 30/06/2016 30/06/2017 30/06/2018
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1. Based on $10,000 as at 30 June 1998 with all dividends reinvested into CVC shares results in an investment value of $362,874 as at 30 June 2018.

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ANNUAL GENERAL MEETING PRESENTATION | 2018
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About CVC – Listed Investments

1 JULY 2017 – 30 JUNE 2018

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$ m
$14.9m 20%
Invested
Profit IRR
at 30 June 18
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• Substantial positive contributions from PBP, TLX, EDC, CYC, TOT, BNO, MSV, SEA

• Substantial negative contributions from INP, UBI, TFL, PRT, IDZ

• Implementation of new accounting standard will result in annual movements in value being booked as profit or loss during the year

• Created a new internal investment fund with $15 M initial allocation which is being actively managed as a separate strategy for direct institutional and high net worth investment during FY19

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• Stakes in PBP, TFL, IDT, MSV, INP, UBI, HBA targeted to provide platform for short to longer term value uplift potential

• Increased size and capability of dedicated investment team during year

• Objective to rebalance portfolio to more concentrated holdings with increasing investment size on high conviction positions

• Continue to build deeper networks to increase transaction flow

ANNUAL GENERAL MEETING PRESENTATION | 2018

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About CVC – Direct Property Investments

1 JULY 2017 – 30 JUNE 2018

Advancement of major planning projects including:

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19.1m [2] $15.6m 79% [1]
Invested Profit Gross return
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• Marsden Park (Exhibition of PSP)

• Donnybrook (PSP progressed)

• East Bentleigh (VPA Strategic Site)

• Turrella (Priority Precinct)

• Liverpool (Collaboration Area)

Commercialisation of significant projects:

• Caboolture (Caltex completed and sold, advancement of leasing and planning)

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• Port Macquarie (Bunnings under construction, asset sold on fund through structure)

• Mooloolaba (re-leasing and repositioning strategy well advanced)

• Continue progression of key investments through planning and repositioning

• Detailed assessment of divestment vs development business cases

• Complete development of Bunnings at Port Macquarie (collect delivery fee income)

• Secure more pre-lease commitments for Caboolture development

• Look to add another investment requiring $5m+ of equity capital with qualified partner

1. Gross return is calculated as 2018 earnings divided by the average of total opening and closing direct property investments, net of property debt, during the financial year.

2. Invested amount at 30 June 2018 includes direct property investment, net of specific property debt.

ANNUAL GENERAL MEETING PRESENTATION | 2018

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About CVC – Property Backed Lending

1 JULY 2017 – 30 JUNE 2018

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40.7m $8.6m 22% [1]
Invested Profit Gross return
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• CVC has a long and successful track record of providing secured property finance to developers and investors. It has been active in this space for over 20 years

• Through a rigorous deal assessment process, management aim to reduce the risk in each transaction

• This is achieved through consideration of:

• Macro economic analysis

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• Micro market / deal specific financial assumption testing

• Detailed independent project feasibility development

• Sensitivity analysis

• Sponsor assessment and qualification

• Robust documentation processes

• Increase investment position in secured mortgage transactions (after accounting for capital returns from loan repayments)

• Transaction flow in this segment is anticipated to continue to be strong as major banks reduce / re-weight their portfolio from certain areas of the property segment.

• Look to increase deployed funds to first mortgage segment as a solid risk adjusted return area of exposure (growth area for CVC)

• Continue to foster lending relationships that can span both senior and mezzanine positions as transactions mature

• Remain focused on metropolitan locations with strong underlying demand

1. Gross return is calculated as 2018 earnings dividend by the average of total opening and closing loans during the financial year.

ANNUAL GENERAL MEETING PRESENTATION | 2018

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About CVC – Private Equity Investments

1 JULY 2017 – 30 JUNE 2018

• Divest from under performing / stagnant investments

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18.5m $0.8m 4% [1]
Invested Profit Gross return
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• Execute synergistic acquisition of a portfolio of investments

• Undertake IPO’s of a number of portfolio companies

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• Sale of CVC investment in South Pack Laboratories (Aust) Pty Ltd during the financial year to Probiotec Limited (ASX: PBP).

• Acted as joint underwriter of a capital raising of CleanSpace safety product manufacturer, PAFtec Pty Limited, with the objective of providing funds for it to continue its growth strategy, with expansion of its markets and research and development of new and existing products.

• Continuing to review investment opportunities with the objective of rebalancing the portfolio to more concentrated holdings with increasing investment size on high conviction positions.

• Identify, assess and invest in new transactions with one meaningful position requiring approximately $15m investment for a significant ownership interest

• Continue to develop networks to deliver more investment opportunity

• Consolidate investments - look to make larger quantum investments in companies that are well understood and have exceptional management

1. Gross return is calculated as 2018 earnings dividend by the average of total opening and closing unlisted equity investments during the financial year.

ANNUAL GENERAL MEETING PRESENTATION | 2018

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About CVC – Alternative Assets/Debt

1 JULY 2017 – 30 JUNE 2018

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14.6m $1.4m 12% [1]
Invested Profit Gross return
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• CVC has the ability to provide flexible funding solutions for private equity investments which include ordinary debt and convertible notes

• This is achieved through consideration of:

• Macro economic analysis

• Micro market / deal specific financial assumption testing

• Detailed independent project feasibility development

• Sensitivity analysis

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  - Sponsor assessment and qualification

  - Robust documentation processes

• Transaction flow in this segment is anticipated to continue to be strong as major banks reduce / re-weight their portfolio.

• Increase allocation by $10 - $20 million

• Maintain Diversification across industries and borrowers

• Look to provide a warehouse solution which could deliver equity opportunities at later stage for other investment strategies

1. Gross return is calculated as 2018 earnings divide by the average of total opening and closing loans during the financial year.

ANNUAL GENERAL MEETING PRESENTATION | 2018

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About CVC – Funds Management

1 JULY 2017 – 30 JUNE 2018

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3.9m $0.5m 22% [1]
Invested Profit Gross return
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• Growth of funds management businesses, including provision of seed and growth capital for:

• Australian Invoice Finance Limited; and

• Bigstone Capital Pty Limited

• Support by CVC of investment vehicles, including:

• Participation in follow-on $16.6 million capital raising by Eildon Capital Limited;

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• Cornerstone investor in Australian Invoice Finance Limited’s debt factoring portfolio;

• Underwriter of Bigstone Capital Pty Limited’s commercial loan portfolio; and

• Co-investor in investment funds managed by JAK Investment Group Pty Limited.

• Launch of 2-3 new investment products (likely to centre around property, private debt and listed equities)

• Increase contribution to group revenue from management fees/performance fees

• Explore partnership opportunities with existing fund managers where investment/balance sheet support can deliver growth outcomes for manager

1. Gross return is calculated as 2018 earnings divide by the average of total opening and closing loans during the financial year.

ANNUAL GENERAL MEETING PRESENTATION | 2018

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Strategic Objectives – Progress

1 JULY 2018 – 30 JUNE 2019

Objective Goal Status Details Increase Funds Under Management Aim to increase FUM by $100 M during year Commenced • Launching initial property first mortgage debt syndicate; • HOA executed for JV to establish $80 M Emerging Companies Fund Capital Deployment Deploy Note Proceeds at > 5% margin on cost $25 M deployed into Property and Non Property backed loans at > 12% per annum • Interest income on $25 M capital deployed to date covers cost of note • Significant Pipeline (> $100 M) of transactions Project Completion / Development Continued development and progression of property pipeline Achieved • Port Macquarie Bunnings due for completion February 2019 • Significant progress on Caboolture with Coles committing to the site • Significant valuation increases from Bentleigh and Mooloolaba investments • Marsden Park, Donnybrook, Liverpool, Bentleigh and Turrella projects progressing in planning processes Meaningful equity stake in private or small cap listed business Acquire controlling interest in quality business for approx. $15 M Work In Progress • Conducted extensive due diligence on one substantial business – unable to navigate outcomes of due diligence Realise & Redeploy Listed and Unlisted equities Realise under-performing investments and redeploy into more attractive prospects Continuing • Significant realisations and redeployment of both listed and private equity investments Build investments in key investments for longer term profitability High conviction positions in key investments Continuing • PBP / TFL / Bigstone / AIF / Cleanspace

ANNUAL GENERAL MEETING PRESENTATION | 2018

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1 JULY 2018 – 30 JUNE 2019

Year to Date

• Solid performance across all business segments for first Qtr 2019 and 2[nd] Qtr with exception of ASX Listed positions

• $25 M deployed into new loans in both property backed and asset backed segments. Eildon Capital fully deployed. Significant increase in deal flow for property backed loans as a result of banks reduced participation in this segment. Identified as key area of investment this year.

• Progressed a significant private equity transaction through detailed due diligence – unfortunately failed to navigate due diligence findings with vendors

• Launching property debt syndicate with first approx. $20 M transaction, and finalised HOA for new emerging companies planned $80 M raising in 2[nd] half

• Progressed value crystallisation strategy for PBP and USR, continuing to work with other listed and unlisted companies to deliver long term performance

• Significant value uplift from Port Macquarie Bunnings and Caboolture properties – and continuing progress on balance of pipeline

• Listed Equities market downturn in October – and continuing – has eroded Group performance for 1[st] half

		S&P ASX Small Ordinaries	S&P ASX Small Ordinaries Accumulation	S&P ASX 200	All Ordinaries	CVC Group
	FT19 Sept Qtr	-0.2%	-1.1%	-0.2%	-0.6%	3.85%
	Oct-18	-9.7%	-9.6%	-6.1%	-6.5%	-7.90%
	FY19 YTD	-9.6%	-8.6%	-5.9%	-6.0%	-3.72%

ANNUAL GENERAL MEETING PRESENTATION | 2018

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1 JULY 2018 – 30 JUNE 2019

Outlook

• Targeting key objective of long term shareholder value creation via NTA growth and recurrent earnings improvement

• With both share market and property conditions likely to be challenging for the 2[nd] Qtr and into the 2[nd] half – we are conserving cash and exercising caution.

• Whilst market corrections impact linear profit performance – CVC history is corrections drive superior long term performance

• New accounting treatment for listed share price movements – in absence of substantial market correction - likely to significantly impact the result for 1[st] half

• Not currently possible to forecast full year result in view of current market conditions ….. However;

• Strong pipeline of opportunities and;

• Currently seeing a substantial number of distressed opportunities emerge across all sectors – which we expect will accelerate into 2[nd] half

• Believe that retaining strong cash balance during 2[nd] half will create substantial value opportunities

• Dividend for FY19 to be maintained of not less than 15 cents per share – [however evaluating merit of DRP resumption ]

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ANNUAL GENERAL MEETING PRESENTATION | 2018

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CVC Limited Proxy Results

1 JULY 2018 – 30 JUNE 2019

Item 2 – To resolve that the Remuneration Report be adopted

For	Against	Abstain	Discretion	Excluded	Total
12,932,404	27,520	5,500	1,505,391	528,956	14,999,771
Item 3 – Election of a Director – Mr John Read
For	Against	Abstain	Discretion	Excluded	Total
12,973,924	-	6,500	2,019,347	-	14,999,771
Item 4 – Share Buyback Program
For	Against	Abstain	Discretion	Excluded	Total
12,947,829	27,595	5,000	2,019,347	-	14,999,771
Item 5 – Adoption of Proposed Constitution (Special Resolution)
For	Against	Abstain	Discretion	Excluded	Total
12,946,510	29,947	3,967	2,019,347	-	14,999,771
Item 6 – Annual Limit for Directors’ fees
For	Against	Abstain	Discretion	Excluded	Total
12,959,749	20,675	-	1,490,391	528,956	14,999,771

Item 7 – Approval of Employee Share Option Plan

For	Against	Abstain	Discretion	Excluded	Total
12,894,175	86,249	-	1,490,391	528,956	14,999,771
Item 8 – Approval of grant of Options to Mr Alexander Beard
For	Against	Abstain	Discretion	Excluded	Total
12,873,632	106,792	-	1,490,391	528,956	14,999,771
Item 9 – Approval of grant of Options to Mr Ian Campbell
For	Against	Abstain	Discretion	Excluded	Total
12,867,132	113,292	-	1,490,391	528,956	14,999,771
Item 10 – Approval of grant of Options to Mr John Read
For	Against	Abstain	Discretion	Excluded	Total
12,543,908	436,516	-	1,490,391	528,956	14,999,771
Item 11 – Ratification of prior issue of Convertible Notes
For	Against	Abstain	Discretion	Excluded	Total
12,939,457	37,000	3,967	2,019,347	-	14,999,771

ANNUAL GENERAL MEETING PRESENTATION | 2018

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