EXCELSIOR CAPITAL LTD — AGM Information 2007

Nov 11, 2007

Chairman and Managing Director’s Address

Annual General Meeting

of CMI Limited ACN 050 542 533 10.00am on 12 November 2007

– The Chairman Colin Ryan

Opening of Meeting - AGM

Good morning ladies and gentlemen

My name is Colin Ryan and I have been the Chairman of CMI Limited since February 2007. I have pleasure in welcoming you to the 2007 Annual General Meeting of Ordinary Shareholders of CMI Limited and thank you coming along to the meeting.

It is now the appointed time for the Meeting and a quorum is present.

I formally declare the Meeting open.

Only Ordinary Shareholders or their duly appointed proxies can vote on the motions at today’s Annual General Meeting.

What will happen is that I will put the motion to the meeting, ask for the motion to be moved by a Shareholder and Seconded by a Shareholder, put the motion for questions or comments and then put the motion to a vote. Resolutions 1 to 4 will be dealt with on a show of hands. Please note that you will have the opportunity to ask questions or make comments in regard to the resolutions as we address each one in turn.

I will ask that you ensure that your questions and comments are on the resolution before the meeting and that you do not repeat what has already been addressed by an earlier comment or question.

Visitors are not entitled to speak at the meeting without my leave or the leave of the meeting and I have not been made aware of any reasons that would compel me to allow any visitor to speak at this meeting today.

Introduction of Board Members and Others

Firstly, I would like to introduce you to my fellow directors and company executives:

• (a) Danny Herceg (Director);

• (b) Raymond Catelan (Managing Director); and

• (c) Mark Laidlaw (Company Secretary)

Also present are:

Stephen Stavrou from Deloitte Touche Tohmatsu, the Company’s Auditors; Kristan Butler from McCullough Robertson, the Company’s lawyers; and Kevin Rowe from Link Market Services, the Company’s share registry.

Chairman’s Address

Ladies and Gentlemen,

The 2007 year has been a year of change for CMI. Early in the year, the company announced that it was examining several plans for changes to the Shareholder base, both the Ordinary Shareholders and for the A Class Shareholders, and that it was examining splitting the company into two or more separately listed companies.

As a result of changes to the shareholdings and the entry to the register of a new Major Shareholder, there were consequential changes to the Board. Mr Danny Herceg was appointed to the Board in March 2007 and the previous Managing Director, Mr Max Hofmeister, sold all his Ordinary Shares in the company and resigned as Managing Director in June 2007. Mr Maurie Maughan retired from the Board in July 2007 and Mr Ray Catelan joined the Board in May 2007 and was appointed Managing Director in July 2007.

Following these significant Board and Shareholder changes, the new Board have been reviewing the previous plans of the company and has began a process of developing the forward strategic plan for the three main business units: Engineering, Finance, and Electrical, and the potential for rationalisation and expansion of those business units.

The Managing Director, Mr Ray Catelan, will now present an overview of the company’s businesses and our current assessment of the potential and future of those businesses.

Colin Ryan Chairman, CMI Limited

Managing Director’s Address

Good morning fellow Shareholders,

This is my first opportunity to address the Shareholders of CMI Limited and I look forward to answering any of your questions after I have delivered my prepared address.

You have just heard from the Chairman, Mr Ryan that we have been reviewing the three divisions, Engineering, Electrical, and Finance that make up CMI. Our current view is that the proposal to float two divisions to form separate listed companies is not viable as the Engineering and Finance divisions would have in the current environment, difficulty in raising the additional funds required to ensure that they could exist on a standalone basis, considering the costs that are associated with having a separately listed entity.

Your Directors believe that we should retain and expand the Electrical division, and we should pursue the options to sell or merge the Finance and Engineering businesses with similar listed or unlisted businesses. This does not mean we are looking to fire sale these divisions as they are currently producing a positive ebitda. These two divisions, if sold to buyers with similar businesses could benefit from synergies thus producing substantially better results. Obtaining a realistic price for these assets will have a significant effect on CMI’s ultimate share price.

You may ask what checks and balances are in place to ensure that a realistic price is obtained for these assets. To that extent I advise that my personal interest and yours as Shareholders are directly aligned. As a 30% Shareholder of CMI ordinary stock, I would not ask you to approve any transaction that I didn’t believe was in our best interests.

You may ask what is happening with the current business. Before I get to that, you know that any business needs to expand and to control its expenses. Unfortunately, on the expense side, the current trend is to substantially increase executive and board expenses with little regard to Shareholders whose vote on remuneration is not binding on the Board. Your Board believes that part of that remuneration should be based on performance.

The new board of CMI believes that you should lead by example. As can be seen from the Executives’ and Directors’ remuneration set out in the 2007 Annual Report the cost has become substantial compared to the Company’s size. The important point is what is happening in the future. Our current board would like to advise you that no further executives or board members will be given interest free loans, or rent premises to the company without shareholder approval. Additionally, the Directors will not receive 3 years of Directors remuneration when leaving the company.

The Non Executive Directors should be incentivised to grow the company share price, not exit the company. I believe the correct remuneration for Non Executive Directors is to offer Non Executive Directors options at current market price as an incentive. These options should not be exercised with interest free loans nor pay a dividend unless they are paid for in full. The current total remuneration for all non-executive directors together with the Managing Director’s remuneration is now $460k per year + super. This is a substantial reduction on last year.

Now to the current year results.

Engineering

The Engineering division recorded full year revenue of $189.872m, a decrease of 12.7% on last year, and is experiencing the downturn in the automotive parts supply business due to imports from China. The division produced an EBITDA prior to impairment of $9.017m and post impairment a negative of $9.584m, and at this stage is not a negative impact on the group. Most of the impairment was as a result of writing down of assets at the Toowoomba Foundry and the CMI Forge in Melbourne.

Finance

The Finance division recorded full year revenue of $26.235m, a decrease of 11.0% on last year, and is experiencing loss of turnover from new car sales. The division produced an EBITDA of $0.813m, and at this stage is not a negative impact on the group.

Electrical

The Electrical division has continued to perform well and the full year revenues were $49.290m, an increase of 55.1% on last year. This division produced an EBITDA of $15.311m. It is the intention of the company to organically grow or expand this division by acquisition.

Thank you for making the time today to come along to the Annual General Meeting and I invite you to ask any questions you might have.

Thank you

Ray Catelan Managing Director, CMI Limited

I will now hand you back to the Chairman who will deal with the formal business of the Annual General Meeting.

Annual Report and Notice of Meeting

We now move to the first item of Ordinary Business.

A copy of the Company’s Annual Report for the year ended 30 June 2007 and the Notice of this Meeting were forwarded to the Shareholders some weeks ago. With your consent I will take the annual report as read and received.

Could someone kindly move.

Seconder

Those in Favour

Against CARRIED

I now ask if anyone has any questions relating to the Consolidated Financial Statements of the Company the Directors’ Report, the Directors’ Declaration and the Independent Audit Report for the year ended 30 June 2007.

There have been no written questions received for the auditor. However, any shareholder will be allowed the reasonable opportunity to ask questions of the auditor.

Resolution One – Remuneration Report

A section of the Directors’ Report is specifically dedicated to the disclosure of information about the remuneration of directors and the five most highly remunerated executives (‘remuneration report’). The Corporations Act 2001 requires listed companies to put the remuneration report to a vote by shareholders for its adoption.

Proxies

Proxies have been received for 14,349,812 shares from 291 shareholders representing 42.51% of the Company’s issued voting capital.

Number of Proxy Holders	Number of Proxies	Votes For	Votes Against	At Discretion	Abstentions
291	14,349,812	12,866,936	715,937	680,956	85,983
		89.67%	4.99%	4.75%	0.59%

Could someone please move that the remuneration report be adopted.

Will someone please second this motion.

The meeting is now open for discussion on the motion and shareholders may ask questions or make comments on the remuneration report.

Thank you. I will now put the motion. All those in favour, against….

Those in Favour Against CARRIED

That motion has been carried.

Resolution Two - Election of Director – Mr Colin Ryan AM

I move to the second item of Ordinary Business which is detailed as Resolution 2 of the Notice of Annual General Meeting.

This item relates to my election as a director of the Company. I’ll hand the Chair over to Mr Ray Catelan while this resolution is discussed.

Colin Ryan is a Director retiring by rotation in accordance with rule 13.2 of the Company’s constitution, who seeks re-election.

Proxies

Proxies have been received for 14,349,812 shares from 291 shareholders representing 42.51% of the Company’s issued voting capital.

Number of Proxy Holders	Number of Proxies	Votes For	Votes Against	At Discretion	Abstentions
291	14,349,812	13,561,795	82,041	685,501	20,475
		94.51%	0.57%	4.78%	0.14%

Could someone please move that Mr Colin Ryan AM be elected as a Director of the Company.

Will someone please second this motion.

The meeting is now open for discussion on the motion and shareholders may ask questions or make comments on the election of Mr Colin Ryan.

Thank you. I will now put the motion. All those in favour, against….

Those in Favour Against CARRIED

That motion has been carried. I declare Mr Colin Ryan to be elected. I’ll now hand the chair back to Mr Ryan.

Resolution Three - Election of Director – Danny Herceg

This item relates to re-election of Mr Danny Herceg as a director of the Company.

Danny Herceg is a Director retiring by rotation in accordance with rule 13.2 of the Company’s constitution, who seeks re-election.

Proxies

Proxies have been received for 14,349,812 shares from 291 shareholders representing 42.51% of the Company’s issued voting capital.

Number of Proxy Holders	Number of Proxies	Votes For	Votes Against	At Discretion	Abstentions
291	14,349,812	13,565,634	78,202	685,501	20,475
		94.54%	0.54%	4.78%	0.14%

Could someone please move that Mr Danny Herceg be elected as a Director of the Company.

Will someone please second this motion.

The meeting is now open for discussion on the motion and shareholders may ask questions or make comments on the election of Mr Danny Herceg.

Thank you. I will now put the motion. All those in favour, against….

Those in Favour Against CARRIED

That motion has been carried. I declare Mr Danny Herceg to be elected.

Resolution Four - Election of Director – Raymond Catelan

This item relates to re-election of Mr Raymond Catelan as a director of the Company.

Raymond Catelan is a Director retiring by rotation in accordance with rule 13.2 of the Company’s constitution, who seeks re-election.

Proxies

Proxies have been received for 14,349,812 shares from 291 shareholders representing 42.51% of the Company’s issued voting capital.

Number of Proxy Holders	Number of Proxies	Votes For	Votes Against	At Discretion	Abstentions
291	14,349,812	13,562,604	81,232	685,501	20,475
		94.51%	0.57%	4.78%	0.14%

Could someone please move that Mr Raymond Catelan be elected as a Director of the Company.

Will someone please second this motion.

The meeting is now open for discussion on the motion and shareholders may ask questions or make comments on the election of Mr Raymond Catelan.

Thank you. I will now put the motion. All those in favour, against….

Those in Favour Against CARRIED

That motion has been carried. I declare Mr Raymond Catelan to be elected.

General Business

General business

Does anybody wish to raise any item of general business which can be discussed properly here?

When general business ceases

Before closing the Meeting could someone move that pending notification to ASX and recording in the minutes of meeting of the Company of proxies votes as required by section 251AA that all proxies and voting papers be destroyed after 10 days.

Seconder?

Those in Favour

Against CARRIED

I’ll now declare the meeting closed. Thank you for attending.

Please feel free to join us in refreshments which are now being served.