EXCELSIOR CAPITAL LTD — AGM Information 2009

Oct 26, 2009

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CMI LIMITED ABN 98 050 542 553

Notice of Annual General Meeting

Friday, 27 November 2009 at 10.00am Brisbane time Brisbane Riverview Hotel, Corner of Kingsford-Smith Drive and Hunt Street, Hamilton, Queensland.

Table of Contents

CHAIRMAN’S LETTER	1
NoTICE oF ANNuAL GENERAL MEETING	2
FINANCIAL STATEMENTS AND REpoRTS	2
1 REMuNERATIoN REpoRT	2
2 RE-ELECTIoN oF DIRECToR – CoLIN RyAN	2
3 REMovAL oF AuDIToR	2
4 AppoINTMENT oF AuDIToR	2
5 ISSuE oF SHARES To MR CoLIN RyAN uNDER THE SHoRTFALL FACILITy	2
6 ISSuE oF SHARES To MR RAyMoND CATELAN uNDER THE SHoRTFALL FACILITy	2
7 ISSuE oF SHARES To MR RICHARD CATELAN uNDER THE SHoRTFALL FACILITy	3
8 ISSuE oF SHARES To MR DANNy HERCEG uNDER THE SHoRTFALL FACILITy	3
ExpLANAToRy MEMoRANDuM	4
1 REMuNERATIoN REpoRT	5
2 RE-ELECTIoN oF DIRECToR – CoLIN RyAN AM	5
3 RESoLuTIoNS 3 & 4 – CHANGE oF AuDIToR	6
4 RESoLuTIoNS 5 To 8 – ISSuE oF SHARES uNDER THE SHoRTFALL FACILITy To
RELATED pARTIES	6
GLoSSARy oF TERMS	8
ANNExuRE A	9

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CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

Chairman’s Letter

CMI LIMIted ABN 98 050 542 553

27 october 2009

Dear Shareholder

Annual General Meeting

This booklet contains notice of CMI Limited’s 2009 annual general meeting.

This last year has been difficult for most companies. The collapse in Australian and global financial markets has impacted nearly every sector of the economy. The result for CMI has been weakness in the markets for the sales of products in Electrical and in TJM which has affected trading and profitability for the two divisions.

This year has also seen the completion of the disposal of the finance division.

As we reviewed TJM, it became clear that the cost base for the manufacturing operations needed to be reorganised in order to compete effectively in the future. As a result, manufactured products are sourced directly from suppliers both in China and in Thailand. We believe that TJM now has an effective cost base for its products and while it will take a period of time to properly establish supply lines and quality control, we believe that TJM is now able to position itself, with an expanded range of products, for increased sales both in Australia and overseas.

The Electrical business has substantial sales into both mining and construction. Both sectors have suffered in the last year and Electrical sales have been affected. However, we believe that with the recovery of those sectors, Electrical will also recover and will regain its previous sales and profitability. The business will seek expansion opportunities in product and in markets.

While the year has been difficult, and the Company has reviewed the balance sheet to ensure that we are carrying assets at realistic values, we believe that CMI is now positioned for a solid period of performance.

I look forward to welcoming you at the Company’s annual general meeting and thank you for your continuing support as a CMI Limited shareholder.

yours faithfully

Colin Ryan

Chairman CMI Limited

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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Notice of Annual General Meeting

CMI LIMIted ABN 98 050 542 553

Notice is given that the Annual General Meeting of CMI Limited will be held at 10.00am Brisbane time on 27 November 2009 at the Brisbane Riverview Hotel, Corner of Kingsford-Smith Drive and Hunt Street, Hamilton, Queensland.

AgeNdA

OrdINAry BusINess

Financial Statements and Reports

To receive and consider the Company’s financial statements, the related Directors’ Report, Directors’ Declaration and Independent Audit Report for the financial year ended 30 June 2009.

1. Remuneration Report

To consider and, if thought fit, to pass the following resolution in accordance with section 250R(2) of the Corporations Act:

‘That the section of the Directors’ Report dealing with the remuneration of the Company’s Directors and the 5 most highly remunerated executives be adopted.’

NB: This resolution shall be determined as if it were an ordinary (majority) resolution, but under section 250R(3) of the Corporations Act, the vote does not bind the Directors of the Company.

2. Re-Election of Director – Colin Ryan

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

‘That Mr Colin Ryan who retires by rotation in accordance with Rules 16.1 and 16.2 of the Company’s Constitution and being eligible, be re-elected as a Director of the Company.’

3. Removal of auditor

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

‘That Deloitte Touche Tohmatsu be removed as the Company’s auditor, pursuant to section 329 of the Corporations Act.’

4. Appointment of auditor

To consider and, if in favour, pass the following resolution as a special resolution:

‘That Ernst & Young be appointed as the Company’s auditor in accordance with section 327D of the Corporations Act.’

5. Issue of Shares to Mr Colin Ryan under the Shortfall Facility

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

‘That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Company approve the issue of up to all of the Shares available under the Shortfall Facility to Mr Colin Ryan (Chairman) or his nominee (having regard to the information in section 4 of the Explanatory Memorandum).’

Voting exclusion

The Company will disregard any votes cast on Resolution 5 by Mr Colin Ryan and any of his associates.

However, the Company need not disregard any votes if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Issue of Shares to Mr Raymond Catelan under the Shortfall Facility

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

‘That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Company approve the issue of up to all of the Shares available under the Shortfall Facility to Mr Raymond Catelan (Managing Director) or his nominee (having regard to the information in section 4 of the Explanatory Memorandum).’

Voting exclusion

The Company will disregard any votes cast on Resolution 6 by Mr Raymond Catelan and any of his associates.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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However, the Company need not disregard any votes if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Issue of Shares to Mr Richard Catelan under the Shortfall Facility

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

‘That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Company approve the issue of up to all of the Shares available under the Shortfall Facility to Mr Richard Catelan (Director) or his nominee (having regard to the information in section 4 of the Explanatory Memorandum).’

Voting exclusion

The Company will disregard any votes cast on Resolution 7 by Mr Richard Catelan and any of his associates.

However, the Company need not disregard any votes if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. Issue of Shares to Mr Danny Herceg under the Shortfall Facility

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

‘That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Company approve the issue of up to all of the Shares available under the Shortfall Facility to Mr Danny Herceg (Director) or his nominee (having regard to the information in section 4 of the Explanatory Memorandum).’

Voting exclusion

The Company will disregard any votes cast on Resolution 8 by Mr Danny Herceg and any of his associates.

However, the Company need not disregard any votes if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED this 27[th] day of october 2009 By order of the Board

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Sharyn Williams

Company Secretary CMI Limited

NOtes

• (a) A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (b) The proxy need not be a member of the Company. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (c) If you wish to appoint a proxy and are entitled to do so, then complete and return the enclosed proxy form.

• (d) A corporation may elect to appoint a representative, rather than appoint a proxy, in accordance with the Corporations Act 2001 in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (e) The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, shares will be taken to be held by those persons recorded in the Company’s register of ordinary Shareholders as at 6.00pm (Brisbane time) on 25 November 2009.

If you have any queries on how to cast your votes then call the Company’s share registry on (02) 8280 7454 during business hours.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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CMI LIMITED

CMI LIMIted ABN 98 050 542 553

Explanatory Memorandum

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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Explanatory Memorandum

CMI LIMIted ABN 98 050 542 553

The information in this Explanatory Memorandum is provided to shareholders of CMI Limited in compliance with the Corporations Act, Listing Rules and the Company’s constitution.

INtrOduCtION

This Explanatory Memorandum is despatched with the notice of the Company’s 2009 annual general meeting ( AGM ).

only ordinary Shareholders will be entitled to vote at the AGM.

All ordinary Shareholders should read this Explanatory Memorandum in full and if they have any questions, obtain professional advice before making any decisions in relation to the resolutions to be put to shareholders at the AGM.

FINANCIAL stAteMeNts ANd repOrts

The Corporations Act requires that the related Directors’ Report, Directors’ Declaration, Independent Audit Report and the financial statements of the Company for the year ended 30 June 2009 be presented to the AGM. In addition, the Company’s constitution provides for such reports and statements to be received and considered at the meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Company’s constitution requires a vote of shareholders at the AGM on such reports or statements, however shareholders will be given ample opportunity to raise questions with respect to these reports and statements at the meeting.

In addition to asking questions at the meeting, shareholders may address written questions to the Chairman about the management of the Company, or to the Company’s Auditor which are relevant to:

• (a) the content of the Independent Audit Report to be considered at the meeting; or

• (b) the conduct of the audit of the annual financial report to be considered at the meeting.

Any written questions must be submitted to the Company Secretary on or before 20 November 2009 by email, fax or post.

Email: corporate@cmilimited.com.au Fax: (07) 3865 3677 Mailing Address: po Box 716 virginia Qld 4014

1 Remuneration Report

• 1.1 The Corporations Act requires that the section of the Directors’ Report dealing with the remuneration of Directors and the 5 most highly remunerated executives ( Remuneration Report ) be put to the vote of shareholders for adoption by way of a nonbinding vote.

• 1.2 The Remuneration Report may be found in the Annual Report (pages 13 to 17).

• 1.3 Following consideration of the Remuneration Report, the Chairman will give shareholders a reasonable opportunity to ask questions about or to make comments upon, the Remuneration Report.

2

Re-election of Director – Colin Ryan AM

• 2.1 Colin Ryan joined the Board on 28 February 2007 as the non-executive chairman and independent director. Colin is currently chairman of the Royal Children’s Hospital Foundation, director of Softlink International Ltd and former chairman of Brisbane Airport Corporation Ltd and former deputy chairman of the port of Brisbane.

• 2.2 Colin is the former Queensland managing partner of Arthur Andersen. He holds bachelor degrees in Commerce and Law, is a Fellow of the Institute of Chartered Accountants and a Fellow of the Australian Institute of Company Directors. Colin was awarded the order of Australia in 2004 for his services to children’s health and in 2008 was appointed an Honorary professor in the School of Medicine at university of Queensland.

• 2.3 The Board (with Colin Ryan abstaining) support the resolution to re-elect Colin Ryan.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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Explanatory Memorandum

CMI LIMIted ABN 98 050 542 553

3 Resolutions 3 & 4 – Change of auditor

• 3.1 Deloite Touche Tohmatsu have been engaged as the Company’s auditor since 1991. The Directors believe this is an appropriate length of time to retain an auditor and therefore consider a change in auditor appropriate.

• 3.2 Subject to approval by Shareholders, the appointment of Ernst and young at the AGM will be effective for the 2009/2010 financial year. Deloite Touche Tohmutsu remained responsible for the completion of the audit for the 2008/2009 financial year. If Ernst and young are appointed as auditor, arrangements are in place between the Company, Ernst and young and Deloite Touche Tohmutsu to ensure a smooth transition.

• 3.3 Ernst and young has consented in writing to act as the auditor of the Company as required by section 328A of the Corporations Act. As required by section 328B(3) Corporations Act, a copy of the form for the nomination of Ernst & young as the Company’s auditors is attached as Annexure A to this Explanatory Memorandum.

• 3.4 Resolutions 3 and 4 are necessary for the change of auditor to be made.

• 3.5 The Directors recommend you vote in favour of resolutions 3 and 4.

4 Resolutions 5 to 8 – issue of Shares under the Shortfall Facility to related parties

• 4.1 As explained in the Company’s notice of extraordinary general meeting ( EGM ) (the EGM is to be held on 20 November 2009), the Company intends to undertake a Rights Issue to raise approximately $4.1 million and satisfy its obligations to reduce the Loan Facility by $4 million on or before the end of February.

• 4.2 It is intended that the Rights Issue will be non-renounceable and Shareholders will be entitled to subscribe for 0.29 ordinary Shares for each ordinary Share held, at an issue price of $0.42 per Share.

• 4.3 The Rights Issue will be fully underwritten in accordance with the underwriting Agreement. Further details regarding the Rights Issue will be released by the Company once known.

• 4.4 It is anticipated that the Shares issued under the Rights Issue will be quoted on ASx by the end of February 2010.

• 4.5 Subject to obtaining the approvals detailed in sections 4.6 and 4.7 of this Explanatory Memorandum, the Company intends to provide a Shortfall Facility for those Shareholders wishing to take up more than their entitlement under the Rights Issue. The Company will allocate Shares under the Shortfall Facility on a pro rata basis until all applications for Shares are exhausted.

• 4.6 unlike the Rights Issue, Shares issued under the Shortfall Facility will not be exempt from the takeover provisions of the Corporations Act unless relief is obtained from ASIC. In order to enable all Shareholders to participate in the Shortfall Facility on a pro rata basis, the Company will apply to ASIC for relief in accordance with ASIC Regulatory Guide [199] which sets out ASIC’s policy guidelines for obtaining case-by-case relief for certain shortfall facilities from the takeover provisions.

• 4.7 ASx Listing Rule 10.11 requires Shareholder approval for any issue of Shares to a related party which includes Directors. In order for Directors of the Company (or their nominees) to participate equally with the Shareholders in the Shortfall Facility, the Company is seeking approval under Listing Rule 10.11 for this participation.

• 4.8 ASx Listing Rule 10.13 requires Shares to be issued within one month of Shareholder approval under Listing Rule 10.11. Given the timing requirements involved in undertaking the Rights Issue and the Shortfall Facility it is not possible to issue the shares under the Shortfall Facility within one month, accordingly, the Company has applied to ASx for a waiver of this requirement.

• 4.9 If ASIC does not grant the requested relief (as detailed in section 4.6), if ASx does not provide the requested waiver (as detailed in section 4.8), or if the participation of Directors in the Shortfall Facility is not approved by Shareholders under Resolutions 5 to 8, the Company will not operate the Shortfall Facility and the maximum number of Shares Shareholders will be able to take up under the Rights Issue will be their pro rata entitlement.

• 4.10 The Company will make an announcement as soon as it receives ASIC’s decision in relation to the relief application, and also ASx’s decision in respect of the Listing Rule 10.13 waiver application.

• 4.11 Any Shares not taken up under the Rights Issue and Shortfall Facility (if it proceeds) will be subscribed for by the underwriter pursuant to the terms of the underwriting Agreement.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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Information required by AsX Listing rule 10.13

• 4.12 The Company is required to give shareholders the following information in relation to Resolutions 5 to 8:

• (a) the people that might receive Shares if they participate in the Shortfall Facility are Colin Ryan, Raymond Catelan, Richard Catelan and Danny Herceg and their associates;

• (b) the maximum number of Shares any person could receive is 9,788,264 Shares being the total allocation of Shares under the Rights Issue assuming no other Shareholder took up their entitlement;

• (c) if any of the Directors (or their associates) obtain Shares by participating in the Shortfall Facility, those Shares will be issued at the same time that other shareholders receive their shares. The Company has applied to ASx for a waiver of the ASx listing rules to allow all shares to be issued at the same time;

• (d) the issue price of the Shares issued to the Directors (if the resolutions are passed) will be $0.42 per Share; and

• (e) any funds raised from Directors (or their associates) who participate in the Shortfall Facility will be used to reduce the Loan Facility described in section 4.1.

• 4.13 The Directors’ current holdings in CMI are as follows:

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NAMe CurreNt shArehOLdINg
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NAMe	CurreNt shArehOLdINg
Colin Ryan	ordinary Shares – 0 (0%) options – 300,000
Danny Herceg	ordinary Shares – 500,000 (1.5%) options to purchase ordinary Shares – 300,000
Raymond Catelan	ordinary Shares – 12,263,062 (36.3%)
Richard Catelan	ordinary Shares – 851,632 (2.5%)

• 4.14 Each Director intends to take up some or all of his pro rata entitlement under the Rights Issue and may participate in the Shortfall Facility (if it proceeds and if approval is obtained for that Director’s participation).

• 4.15 Given the Director’s interest in the outcome of voting on Resolutions 5 to 8, they make no recommendation in respect of those resolutions.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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Glossary of Terms

In the attached Notice of Meeting and Explanatory Memorandum the following words and expressions have the following meanings:

AGM	means the annual general meeting of the Company to be held on 27 November 2009.
ASIC	means the Australian Securities and Investments Commission.
ASX	means the ASx Limited ACN 008 624 691 and the market that it operates.
Board	means the board of Directors of the Company.
Chairman	means the Chairman of the Company as approved from time to time and includes an acting
	Chairman.
Company or CMI	means CMI Limited ABN 98 050 542 553.
Corporations Act	means the_Corporations Act 2001_.
Directors	means the directors of the Company from time to time, and Director means any one of them.
Explanatory Memorandum	means the explanatory memorandum to the notice of meeting contained in this booklet.
Listing Rules	means the offcial listing rules of ASx.
Loan Facility	means a loan facility of approximately $18 million entered into by the Company to fund the
	capital reduction transaction described in the Notice of EGM.
Ordinary Shareholders	means the holders of the Shares from time to time.
Rights Issue	means the non-renounceable rights issue of ordinary Shares proposed to be undertaken by the
	Company to raise approximately $4.1 million.
Share or Ordinary Shares	means an ordinary share in the capital of the Company, the terms of which are contained in the
	Company’s constitution.
Shortfall Facility	means the shortfall facility which the Company proposed to conduct under the Rights Issue as
	explained in section 4.5 of the Explanatory Memorandum.
Underwriting Agreement	means the agreement to underwrite the proposed Rights Issue between the Company and
	Rp prospects pty Ltd ACN 010 774 651 (an entity associated with Raymond Catelan, Director).

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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Annexure A

NOtICe OF NOMINAtION OF erNst & yOuNg As the COMpANy’s AudItOrs

16 october 2009

The Secretary CMI Limited 150 Robinson Road Geebung Qld 4034

Dear Ms Williams,

For the purposes of Section 328B(1) of the Corporation Act 2001, I, Richard Catelan being a member of CMI Limited hereby nominate Ernst & young as auditor of the company at the Annual General Meeting to be held on 27 November 2009.

yours sincerely,

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Richard Catelan

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2009

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ABN 98 050 542 553

All enquiries to:

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LODGE YOUR VOTE

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
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By mail:

CMI Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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
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By fax: (02) 9287 0309

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
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Telephone: (02) 8280 7454

X99999999999

X99999999999

ShAREhOLDER VOTING FORM

I/We being a member(s) of CMI Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10:00am on Friday, 27 November 2009, at the Brisbane Riverview Hotel, Corner of Kingsford-Smith Drive and Hunt Street, Hamilton, Queensland and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

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STEP 2 VOTING DIRECTIONS
For Against Abstain * For Against Abstain
Resolution 1 Resolution 5
Remuneration Report Issue of Shares to Mr Colin Ryan under
the Shortfall Facility
Resolution 2 Resolution 6
Re-election of Director – Colin Ryan Issue of Shares to Mr Raymond Catelan
under the Shortfall Facility
Resolution 3 Resolution 7
Removal of auditor Issue of Shares to Mr Richard Catelan
under the Shortfall Facility
Resolution 4 Resolution 8
Appointment of auditor Issue of Shares to Mr Danny Herceg
under the Shortfall Facility
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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Item 5 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes cast by him/her for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in calculating the required majority if a poll is called on this Item.

The Chairman of the Meeting intends to vote undirected proxies in favour of Item 5.

STEP 4 SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

CMI PRX902

hOW TO COMPLETE ThIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 25 November 2009, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 by mail:

CMI Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309

 by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.