EXCELSIOR CAPITAL LTD — AGM Information 2008

Mar 30, 2008

Chairman’s Address

General Meeting

of

CMI Limited ACN 050 542 533 10.00am on 31 March 2008

– The chairman Colin Ryan

Opening of meeting

Ladies and gentlemen

I have pleasure in welcoming you to this General Meeting of Ordinary Shareholders of CMI Limited and thank you for your attendance.

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 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. All resolutions 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.

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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 and Carl Harris from Deloitte Touche Tohmatsu, the Company’s Auditors;

Kristan Butler, Tony Stumm and Chris Upton from McCullough Robertson, the Company’s lawyers; and

Kevin Rowe from Link Market Services, the Company’s share registry.

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Chairman’s address

Ladies and gentlemen

The Company is seeking shareholder approval for:

• (a) the sale of the majority of the Company’s engineering division; and

• (b) the issue of 300,000 Options to each of the two non-executive Directors, being myself and Danny Herceg.

On 29 February 2008, the Company announced an after tax loss for the half year ended 31 December 2007 of $5.2 million. The result included a pre-tax impairment loss of $14.8 million from the write-down of the engineering division’s fixed and intangible assets to the contracted value for the sale of this business announced on 18 February 2008.

The Company produced a profit before tax of $7.3 million for the half year prior to the $14.8 million impairment write-down, a decrease of 1% from the first half of 2006.

The Company’s electrical division has continued to show strong profitability, however, the difficult market conditions continue to exist in the engineering and finance businesses.

The Directors consider that the resolutions are in the best interests of the Company.

Selling down the majority of the engineering division will enable the Company to:

• Pay down debt;

• Remove an underperforming division which has limited growth potential;

• Focus its efforts into maximising the potential of the electrical, TJM and finance divisions.

The Directors have requisitioned an independent expert’s report from InterFinancial Limited in relation to the proposed sale of majority of the engineering division. The report states that in InterFinancial’s opinion, the proposed transaction is fair and reasonable to CMI’s shareholders.

Colin Ryan

Chairman

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Resolution one – approval of the sale of the majority of the engineering division

We now move to the first item on today’s agenda which is detailed as Resolution 1 of the Notice of General Meeting.

This Resolution relates to the sale of a majority of the engineering division of CMI Ltd (the Company) to CMI Industrial Pty Ltd, on the terms set out in the Explanatory Memorandum.

ASX Listing Rule 11.1 requires that the Company obtains the approval of ordinary shareholders if it proposes to make a significant change in the nature or scale of its activities. For the purposes of the Listing Rules, the sale of the majority of the engineering division is a significant change in the nature or scale of CMI’s activities.

Only holders of Ordinary Shares are entitled to vote on Resolution 1.

Proxies

Proxies have been received from 329 shareholders representing 52.43% of the Company’s issued voting capital.

Number of Proxy Holders	Number of Proxies	Votes For	Votes Against	At Discretion	Abstentions
329	17,695,735	16,714,569	626,045	315,638	39,483
		94.46%	3.54%	1.78%	0.22%

Can someone please move:

‘That pursuant to ASX Listing Rule 11.1, the shareholders approve that the majority of the engineering division of the Company be sold to CMI Industrial Pty Limited, on the terms set out in the Explanatory Memorandum.’

Will someone please second this motion.

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

I will now put the motion.

Those in Favour Against Carried

That motion has been carried.

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– Resolution two issue of options to Colin Ryan

We now move to the second item on today’s agenda, which is detailed as Resolution 2 of the Notice of General Meeting.

As this resolution relates to the issue of options to me, I call upon Ray Catelan to put this resolution to you.

ASX Listing Rule 10.11 provides that the Company must not, without the approval of Ordinary Shareholders, issue equity securities to a related party. For the purposes of the Listing Rules, the Options to be granted to Colin Ryan are equity securities.

ASX Listing Rule 10.13 requires certain information to be provided to shareholders prior to obtaining approval for the issue of the Options. That information is set out in the Explanatory Memorandum.

Only holders of Ordinary Shares are entitled to vote on Resolution 2.

Proxies

Proxies have been received from 329 shareholders representing 52.43% of the Company’s issued voting capital.

Number of Proxy Holders	Number of Proxies	Votes For	Votes Against	At Discretion	Abstentions
329	17,695,735	14,021,820	3,133,453	328,402	212,060
		79.24%	17.71%	1.86%	1.19%

Could someone please move:

‘That pursuant to ASX Listing Rules 10.11 and 10.13, the shareholders approve the issue of 300,000 Options to Colin Ryan on the terms set out in the Explanatory Memorandum.’

Will someone please second this motion.

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

I will now put the motion.

Those in Favour

Against

Carried

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

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Resolution three – issue of options to Danny Herceg

We now move to the third item on today’s agenda, which is detailed as Resolution 3 of the Notice of General Meeting.

ASX Listing Rule 10.11 provides that the Company must not, without the approval of Ordinary Shareholders, issue equity securities to a related party. For the purposes of the Listing Rules, the Options to be granted to Danny Herceg are equity securities.

ASX Listing Rule 10.13 requires certain information to be provided to shareholders prior to obtaining approval for the issue of the Options. That information is set out in the Explanatory Memorandum.

Only holders of Ordinary Shares are entitled to vote on Resolution 3.

Proxies

Proxies have been received from 329 shareholders representing 52.43% of the Company’s issued voting capital.

Number of Proxy Holders	Number of Proxies	Votes For	Votes Against	At Discretion	Abstentions
329	17,695,735	14,041,820	3,112,833	328,402	212,680
		79.35%	17.59%	1.86%	1.20%

Could someone please move:

‘That pursuant to ASX Listing Rules 10.11 and 10.13, the shareholders approve the issue of 300,000 Options to Danny Herceg on the terms set out in the Explanatory Memorandum.’

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.

I will now put the motion.

Those in Favour

Against Carried

That motion has been carried.

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Notification of proxy votes and destruction of proxies and voting papers

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 ten days.

Will someone please second this motion.

Those in Favour Against Carried

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Closure of meeting

Ladies and Gentlemen

There is no further business.

I declare the General Meeting closed and in doing so thank you for your attendance and for the continuing interest in CMI Limited.

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