EXCELSIOR CAPITAL LTD — AGM Information 2011

Oct 26, 2011

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CMI LIMITED ABN 98 050 542 553

Notice of Annual General Meetin g

29th November 2011 at 11.00am Brisbane time Brisbane Riverview Hotel, Kingsford Smith Drive, Hamilton Qld 4007

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 – Danny Herceg	2
3 Election of Director – Leanne Catelan	2
Explanatory Memorandum	6
1 Remuneration Report	8
2 Re-election of Director – Danny Herceg	8
3 Election of Director – Leanne Catelan	8
4 Glossary of Terms	9

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CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

CMI LIMIted ABN 98 050 542 553

Chairman’s Letter

27 October 2011

Dear Shareholder

Annual General Meeting

This booklet contains notice of CMI Limited’s 2011 annual general meeting.

This last year has been a positive earnings year for CMI. Operating profit after tax increased from a loss of $0.4 million in 2010 to a profit of $13.3 million in 2011. To an extent, this result has been inflated by the receipt by TJM of final insurance proceeds of $2.0 million from the Geebung fire which under current accounting standards could only be recorded once confirmed and received.

The growth in sales and earnings for the Electrical division has been encouraging and we acknowledge the focus and expertise of the management of that division. The Electrical division sales were $61.8million, an increase of 36% on the prior year. Operational profit increased from $10.9 million to $16.0 million, an increase of 46%. The division has increased its presence in Western Australia with good results and while business in the resource related areas has been strong, business in the other non-resource sectors has been impacted by the general uncertain economic conditions.

The TJM division sales were $38.5 million, an increase of 20% on the prior year. Operating profit has also increased from a loss of $1.4 million to a profit of $2.8 million. The timing of the fire insurance recovery of $2.0 million has inflated these earnings as noted earlier; however, the sales increases are encouraging and division management is committed to the continuation of the recent sales and earnings improvements.

The Board acknowledges the contribution to the management of the Company by the Managing Director of the last 4 years, the late Mr Ray Catelan and expresses sympathy to his family for their loss. As a result of this, as previously advised, I have accepted appointment as Executive Chairman.

There has been two further changes to the composition of the Board. Mr Richard Catelan has resigned from the Board but continues as General Manager of TJM. Ms Leanne Catelan, a director of RP Prospects Pty Ltd the Company’s major shareholder, has joined the Board. Both of these changes occurred at the end of August.

The Board expresses its appreciation to the Company staff for their work and dedication over the past year.

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

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Colin Ryan AM

Executive Chairman CMI Limited

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

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CMI LIMIted ABN 98 050 542 553

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of CMI Limited will be held at 11.00am Brisbane time on 29th November 2011 at Brisbane Riverview Hotel, Kingsford Smith Drive, Hamilton.

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 2011.

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 Remuneration Report as appearing in the Annual Report of the Company for the financial year ended 30 June 2011 is approved.’

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the voting exclusions applicable to this resolution are set out in the "Voting exclusions" on pages 4 to 5 of this document.

2 Re-Election of Director – Danny Herceg

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

‘That Mr Danny Herceg, who retires by rotation in accordance with Rules 16.1 and 16.2 of the Constitution and being eligible, is re-elected as a Director.’

3 Election of Director – Leanne Catelan

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

‘That Ms Leanne Catelan, being eligible, is elected as a Director.’

The Explanatory Memorandum attached to this notice of meeting is incorporated into and forms part of this notice of meeting. A detailed explanation of the background and reasons for the proposed resolutions are set out in the Explanatory Memorandum.

DATED this 27 October 2011

By Order of the Board

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Sharyn Williams Company Secretary CMI Limited

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

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CMI LIMIted ABN 98 050 542 553

Notice of Annual General Meeting

NOtes

• (a) You may vote by attending the Meeting in person or by proxy. To vote in person, attend the Meeting on Tuesday, 29 November 2011 at Brisbane Riverview Hotel, Kingsford Smith Drive, Hamilton, Brisbane. The Meeting will commence at 11.00am.

• (b) A body corporate may vote by appointing a corporate representative. A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (c) 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.

• (d) Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxies on a given resolution may be voted by the appointed proxies as they choose, subject to the voting exclusions described below.

• (e) If you appoint two proxies, neither is entitled to vote on a show of hands. Each proxy is only entitled to vote if a poll is taken on a proposed resolution. To appoint two proxies use a separate proxy form for each. Shareholders are requested to show on the proxy form a specified number or proportion of the shareholder's voting rights which the proxy may exercise. To do this, insert the required number or proportion of Shares in respect of which the appointment is made. If no proportion or number of votes is specified, each proxy may vote half of your votes on any poll.

• (f) 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.

• (g) To vote by proxy, please complete and sign the enclosed proxy form and lodge it with the Company:

by post in the reply paid envelope to CMI Limited Share Registry, C/- Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or

by facsimile to CMI Limited Share Registry, C/- Link Market Services Limited on facsimile number 02 9287 0309; or

online by visiting www.linkmarketservices.com.au. Members may lodge proxy votes by logging in at www.linkmarketservices.com.au and clicking on the ‘Vote Online’ icon in the lower left hand corner of the home page. Your proxy will only be valid if you lodge the form in accordance with the instructions set out on the webpage above, in which case you are taken to have signed the proxy form.

If the proxy is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

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CMI LIMIted ABN 98 050 542 553

Notice of Annual General Meeting

• (h) The proxy form should be lodged as soon as possible. To be valid, your proxy form must be received no later than 11.00am (Brisbane time) on Sunday 27 November 2011.

• (i) If you intend to lodge a proxy form appointing the chair as your proxy without providing specific voting directions to the chair (an Open Proxy ), you should note that the chair intends to cast all Open Proxies in favour of all the resolutions. Further, if you lodge a proxy form appointing the chair as your proxy without providing specific voting directions to the chair on Resolution 1, you will be directing the chair to vote in favour of Resolution 1, where the chair is, by law, able to vote.

• (j) 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 25th November 2011.

VOtINg eXCLusIONs

The Corporations Act and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard, any votes cast by certain persons, on several of the resolutions to be considered at the meeting. These voting exclusions are described below.

Resolution 1: Approval of the Remuneration Report: Except to the extent otherwise permitted by law, the following persons may not vote, and the Company will disregard any votes cast by the following persons, on Resolution 1:

• A member of the key management personnel of the CMI consolidated group whose remuneration details are included in the Remuneration Report (or a closely related party of any such member), unless:

• that person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and

• the vote is not cast on behalf of a member of the key management personnel of the CMI consolidated Group whose remuneration details are included in the Remuneration Report (or a closely related party of any such member).

• A member of the key management personnel of the CMI consolidated Group whose remuneration details are not included in the Remuneration Report (or a closely related party of any such member), that is appointed as a proxy where the proxy appointment does not specify the way the proxy is to vote on Resolution 1, unless:

• the proxy is the Chair of the Meeting; and

• the proxy appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel of the CMI consolidated group.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

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Notice of Annual General Meeting

CMI LIMIted ABN 98 050 542 553

For the purpose of these voting exclusions:

• The key management personnel of the CMI consolidated Group are those persons having authority and responsibility for planning, directing and controlling the activities of the CMI consolidated Group either directly or indirectly. It includes all Directors (executive and non-executive) and selected members of the management team. The key management personnel of the CMI consolidated Group during the year ended 30 June 2011 are listed in note 27 to the financial statements for the year ended 30 June 2011 contained in the Company's annual report for 2011.

• A closely related party of a member of the key management personnel of the CMI consolidated Group means:

• a spouse or child of the member;

• a child of the member's spouse;

• a dependant of the member or of the member's spouse;

• anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company; or

• a company the member controls.

Your proxy form is enclosed with this Notice of Meeting.

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 2011

5

CMI LIMITED

ABN 98 050 542 553

Explanatory Memorandum

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

6

CMI LIMIted ABN 98 050 542 553

Explanatory Memorandum

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

INtrOduCtION

This Explanatory Memorandum is despatched with and forms part of the notice of the Company’s 2011 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 2011 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 22th November 2011 by email, fax or post.

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

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

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CMI LIMIted ABN 98 050 542 553

Explanatory Memorandum

1 reMuNerAtION repOrt

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

• 1.2 The Remuneration Report may be found in the Annual Report (pages 13 to 18).

• 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.

• 1.4 The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, shareholders will be required to vote at the second of those annual general meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's directors (other than a managing director who may, in accordance with the ASX Listing rules, continue to hold office indefinitely without being re-elected to the office) must be subject to re-election.

2 re-eLeCtION OF dIreCtOr – dANNy HerCeg

• 2.1 Rule 16.1 of the Constitution requires that at each AGM, one-third of the Directors (other than any Managing Director) or, if their number is not a multiple of three, then the number nearest to but not less than one third, must retire from office. In accordance with the Constitution, Danny Herceg retires as a Director and offers himself for re-election as a Director.

• 2.2 Danny Herceg joined the board on 9 March 2007 as an independent director. Danny is a senior corporate and commercial lawyer with a specialisation in capital raisings, mergers and acquisitions, privatisations, restructurings and venture capital. Danny commenced practise in 1990 after completing degrees in science and law. He was a capital raisings partner of Gilbert & Tobin before establishing Herceg Lawyers in 2002. In addition to Danny’s capital raisings expertise, Danny advises on various commercial and corporate law issues, including prospectus issues, corporate governance and employee share and option plans, as well as joint ventures and non-equity funding.

• 2.3 The Directors (with Danny Herceg abstaining) support the resolution to re-elect Danny Herceg.

3 eLeCtION OF dIreCtOr – LeANNe CAteLAN

• 3.1 Leanne Catelan was appointed to the Board since the last AGM under rule 13.2 of the Constitution. In accordance with that rule, she now seeks appointment as a Director by the Shareholders.

• 3.2 Leanne Catelan joined the Board on 31 August 2011 as a non-executive director. Leanne has commercial and management experience in the information technology industry and sports management industry both domestically and overseas.

• 3.3 Ms Catelan is a Director of the major shareholder RP Prospects Pty Ltd.

• 3.4 The Directors (with Leanne Catelan abstaining) support the resolution to elect Leanne Catelan.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

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CMI LIMIted ABN 98 050 542 553

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 29th November 2011. ASIC means the Australian Securities and Investments Commission. Associate has the meaning given to that term in section 9 of the Corporations Act. ASX means 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. Constitution means the constitution of the Company. 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. Group means the Company and its Related Bodies Corporate. Explanatory Memorandum means the explanatory memorandum to and forming part of the notice of meeting contained in this booklet. Listing Rules means the offcial listing rules of ASX. Ordinary Shareholders means the holders of the Shares from time to time. 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.

CMI LIMITED NoTICE of ANNuAL GENErAL MEETING 2011

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ABN 98 050 542 553

LODGE YOUR VOTE

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
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www.linkmarketservices.com.au

ONLINE

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

 [By fax:][ 02 9287 0309]

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All enquiries to: Telephone: 02 8280 7454

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X99999999999

SHAREHOLDER VOTING FORM

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

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) 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 11:00am on Tuesday, 29 November 2011, at Brisbane Riverview Hotel, Kingsford Smith Drive, Hamilton, QLD 4007 and at any adjournment or postponement of the meeting.

Direction to Chairman of the Meeting for Remuneration Report

 Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default) in relation to Resolution 1 (Approval of the Remuneration Report) but I/we have not marked any of the boxes opposite that item below, I/we nevertheless hereby direct the Chairman of the Meeting to vote in favour of the resolution on that item. Chairman authorised to exercise proxies on remuneration related matters

If I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default) in relation to Resolution 1 even though the Chairman is, and that item is connected directly or indirectly, with the remuneration of, a member of the key management personnel of CMI Limited.

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
Resolution 1
Remuneration Report
Resolution 2
Re-election of director – Danny Herceg
Resolution 3
Election of director – Leanne Catelan
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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.

• ** If the Chairman of the Meeting is your proxy and you do not mark any of the boxes opposite Resolution 1, you are directing the Chairman to vote in favour of that resolution.

STEP 3

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 PRX110

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 should 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 mark more than one box on an item your vote on that item will be invalid.

However, if you wish to appoint as your proxy a Director (other than the Chairman) or other member of the key management personnel of CMI Limited whose remuneration details are set out in the Remuneration Report, or their closely related parties, you must specify how they should vote on Resolution 1 by completing the “For”, “Against or “Abstain” boxes on the voting form. If you do not do that, your proxy will not be able to vote on your behalf for those resolutions. If you appoint the Chairman as your proxy in relation to Resolution 1 but do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution on the voting form, you will be directing the Chairman to vote in favour of Resolution 1. If you wish to appoint the Chairman as proxy with a direction to vote against, or to abstain from voting on Resolution 1, you should specify this by completing the “Against” or “Abstain” boxes on the voting form.

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 11:00am on Sunday, 27 November 2011, 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:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).



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.