CVC LIMITED — Proxy Solicitation & Information Statement 2008

Feb 10, 2008

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CVC LIMITED

A.C.N. 002 700 361

NOTICE OF MEETING

NOTICE is hereby given that a General Meeting of CVC Limited will be held in the Board Room of the Company at Level 42, Suncorp Place, 259 George Street, Sydney on Tuesday the 11th of March 2008 at 11.00am (Sydney time).

BUSINESS

1. Approval for on-market buy-back of up to 35 million ordinary shares

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

‘That for the purpose of section 257C of the Corporations Act 2001 and for all other purposes, the shareholders approve, with immediate effect, the on-market buy-back of up to 35 million fully paid ordinary shares in the Company on the terms and conditions set out in the Explanatory Memorandum accompanying this notice of meeting.’

2. 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 and an Explanatory Memorandum 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 John Hunter at the Company on (02) 9087 8000.

By Order of the Board

John Hunter Company Secretary Sydney Dated: 8 February 2008

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NOTES TO NOTICE OF MEETING & EXPLANATORY MEMORANDUM

NOTES

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 9[th] March 2008.

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 Suncorp Place, 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.

permitted under the 10/12 limit without having to obtain shareholder approval, namely up to 11,648,416 fully paid ordinary shares.

CVC now 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 35 million shares (23,351,584 shares more than what CVC would be permitted to buy back without shareholder approval).

Reasons for increased Buyback

The increased 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 below the net asset value of the Company.

Details of Buyback

The key details of the proposed buy-back 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 of the Company may pay for the shares of 5% above the average market price per share over the last 5 days on which trades were recorded before the day on which the purchase under the buy-back was made.

• Maximum Number of buy-back Shares –the maximum number of shares in the Company to be bought back is 35 million fully paid ordinary shares representing approximately 21.0% of the total issued share capital of 166,377,529 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;

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.

Disadvantages of Buyback

The key disadvantages of the buyback are as follows:

1. reduces the cash balances of the Company; and

2. is on a selective rather than an equal access basis.

EXPLANATORY MEMORANDUM

Background

The Corporations Act 2001 authorises a listed company to buy-back its own shares on market if the buy-back 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 .

The Company made an announcement dated 20 December 2007 that it would buy-back on market the maximum number of shares

Buy-back funding

The buy-back will be funded from cash reserves. The Directors do not believe that the buy-back will materially prejudice CVC's ability to pay its creditors.

Consequences if approval not given

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

Directors recommendation

The Directors unanimously recommend that shareholders vote in favour of the proposed share buy-back.

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

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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 General Meeting of the Company to be held on Tuesday 11[th] day of March 2008 at 11.00am (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 On-market buy-back of up to 35 million fully paid ordinary shares 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 …………………………………………….2008.

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