EXCELSIOR CAPITAL LTD — AGM Information 2012

Oct 31, 2012

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N o t i c e o f A n n u a l G e n e r a l M e e t i n g CMI Limited ABN 98 050 542 553

30 November 2012 at 10.00am Brisbane time

Brisbane Riverview Hotel, Kingsford Smith Drive, Hamilton Qld 4007

Table of Contents

Notice of Annual General Meeting	1
Financial Statements and Reports	1
1. Approval of the Remuneration Report	1
2. Re-Election of Mr Danny Herceg
as Director	1
3. Approval of Issues under
Performance Rights Plan	1
4. Approval of Issue of Performance Rights
to Executive Chairman	1
5. Adoption of New Constitution	2
Explanatory Memorandum	4
1. Approval of the Remuneration Report	5
2. Re-election of Mr Danny Herceg
as Director	5
3. Approval of Issues under
Performance Rights Plan	5
4. Approval of Issue of Performance Rights
to Executive Chairman	7
5. Adoption of New Constitution	9
Glossary of Terms	12

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

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 Friday, 30 November 2012 at Brisbane Riverview Hotel, Kingsford Smith Drive, 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 2012.

1. Approval of the Remuneration Report

To consider the Remuneration Report as it appears in the annual report of the Company for the financial year ended 30 June 2012 and, if thought fit, to pass the following nonbinding resolution as an ordinary resolution in accordance with section 250R(2) of the Corporations Act:

‘That the Company’s Remuneration Report for the financial year ended 30 June 2012 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 page 3 of this notice of Meeting.

2. Re-Election of Mr Danny Herceg as Director

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

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

Special Business

3. Approval of Issues under Performance Rights Plan

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

‘That for the purpose of ASX Listing Rule 7.1, and in accordance with ASX Listing Rule 7.2 (Exception 9), and for all other purposes, the issue of securities under the Company’s Performance Rights Plan on the terms as described in the Explanatory Memorandum is approved.

Short explanation: It is proposed to issue Performance Rights under the Performance Rights Plan to Eligible Employees as long term performance incentives which, upon satisfaction of the terms of issue, entitle the holder to be issued with Shares upon exercise of the Performance Rights. It is also proposed to issue Conditional Rights, in the discretion of the Board and subject to the rules of the Performance Plan, which entitle the holder to be issued with Shares on the terms specified in the Performance Rights Plan without any further action being required by the holder. Shareholder approval of this resolution is sought for all purposes, including but not limited to ASX Listing Rule 7.1 and in accordance with ASX Listing Rule 7.2 (Exception 9), so that the issue of these Performance Rights, and Conditional Rights and any resulting Share issues on exercise of the Performance Rights and Conditional Rights, do not count towards the annual 15% limit on new equity issues under ASX Listing Rule 7.1. See section 3 of the Explanatory Memorandum for further information.

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 page 3 of this notice of Meeting.

4. Approval of Issue of Performance Rights to Executive Chairman

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

‘That for the purpose of ASX Listing Rule 10.14 and for all other purposes, the issue of 500,000 Performance Rights to Mr Colin Ryan under the Company’s Performance Rights Plan on the terms as described in the Explanatory Memorandum is approved for a period of 3 years from the date of this approval.’

Short explanation: It is proposed to issue 500,000 Performance Rights under the Company’s Performance Rights Plan to the Executive Chairman, Mr Colin Ryan, as long term performance incentives. Shareholder approval of this resolution is sought for all purposes, including but not limited to compliance with ASX Listing Rule 10.14. See section 4 of the Explanatory Memorandum for further information.

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 page 3 of this notice of Meeting.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

1

Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

5. Adoption of New Constitution

To consider and, if thought fit, to pass the following as a special resolution:

‘That the Constitution of the Company tabled at the AGM and signed by the chair of the AGM for the purpose of identification, is approved and adopted as the Constitution of the Company in substitution for and to the exclusion of the existing Constitution of the Company, with effect from the close of the AGM.’

Short explanation: The Company’s existing Constitution was last consolidated on 27 September 2005. Since that time, there have been a number of significant developments in law, corporate governance principles and general corporate and commercial practice for ASXlisted companies. The Board proposes to adopt a new Constitution which reflects these changes. Copies of the Company’s existing Constitution and the proposed new Constitution are available from the Company’s website at www.cmilimited.com.au. You can also request copies of the Company’s existing Constitution and the proposed new Constitution from the Company Secretary by emailing corporate@cmilimited.com.au.

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 26 October 2012

By Order of the Board

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Sharyn Williams

Company Secretary CMI Limited

nOTeS

• a. You may vote by attending the Meeting in person or by proxy. To vote in person, attend the Meeting on Friday, 30 November 2012 at Brisbane Riverview Hotel, Kingsford Smith Drive, Hamilton, Queensland. The Meeting will commence at 10.00am (Brisbane time).

• 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. 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 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. You can appoint a proxy in 3 ways: by post using 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 appointments 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 online proxy appointment will only be valid if you lodge your proxy 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 form is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

• h. To be valid, your proxy appointment must be made online or your proxy form must be received no later than 10.00am (Brisbane time) on Wednesday, 28 November 2012 (being 48 hours before the commencement of the Meeting).

• i. If you intend to appoint the chair of the Meeting as your proxy without providing specific voting directions to the chair of the Meeting (an Open Proxy), you should note that the chair of the Meeting intends to cast all Open Proxies in favour of all the resolutions subject to the voting exclusions described below.

• 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, Shares will be taken to be held by those persons recorded in the Company’s register of Shareholders as at 6.00pm (Brisbane time) on Wednesday, 28 November 2012.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

2

Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

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 some of the resolutions to be considered at the Meeting.

For the purpose of these voting exclusions:

• The relevant interpretation of associate is the interpretation in section 11 and sections 13 to 17 of the Corporations Act, with section 13 to be applied as if it was not confined to associate references occurring in Chapter 7 of the Corporations Act.

• The key management personnel (KMP) 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 KMP of the CMI consolidated Group during the financial year ended 30 June 2012 are listed in note 26 to the financial statements for the financial year ended 30 June 2012 contained in the Company’s annual report for 2012.

• A closely related party (CRP) of a member of the KMP 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 CMI consolidated Group; or

  • a company the member controls.

• These voting exclusions are described in the table set out below:

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Who is excluded from voting on the resolution?
Resolution Resolution As holder of a As holder of an undirected
no. description As a Shareholder? directed proxy? proxy?
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Resolution no.	Resolution description	Who is excluded from voting on the resolution?	Who is excluded from voting on the resolution?	Who is excluded from voting on the resolution?
		As a Shareholder?	As holder of a directed proxy?	As holder of an undirected proxy?
1	Approval of the Remuneration Report	KMP named in the Remuneration Report and their CRP.	Proxy holder for KMP named in the Remuneration Report or their CRP.	Proxy holder for KMP named in the Remuneration Report or their CRP. Proxy holder who is a KMP or a CRP (subject to Note 1 below).
2	Re-election of Mr Danny Herceg as Director	No exclusions.	No exclusions.	No exclusions.
3	Approval of Issues under Performance Rights Plan	Mr Colin Ryan and Mr Colin Ryan’s associates.	Proxy holder for Mr Colin Ryan or any of Mr Colin Ryan’s associates.	Proxy holder for Mr Colin Ryan or any of Mr Colin Ryan’s associates. Proxy holder who is Mr Colin Ryan or any of Mr Colin Ryan’s associates (subject to Note 2 below). Proxy holder who is a KMP or a CRP (subject to Note 1 below).
4	Approval of Issue of Performance Rights to Executive Chairman	Mr Colin Ryan and Mr Colin Ryan’s associates.	Proxy holder for Mr Colin Ryan or any of Mr Colin Ryan’s associates.	Proxy holder for Mr Colin Ryan or any of Mr Colin Ryan’s associates. Proxy holder who is Mr Colin Ryan or any of Mr Colin Ryan’s associates (subject to Note 2 below). Proxy holder who is a KMP or a CRP (subject to Note 1 below).
5	Adoption of New Constitution	No exclusions.	No exclusions.	No exclusions.

Note 1: The chair of the Meeting will be entitled to vote an undirected proxy for a person entitled to vote if the proxy appointment expressly authorises the chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Note 2: The chair of the Meeting will be entitled to vote an undirected proxy for a person entitled to vote if the proxy appointment includes a direction to vote as the proxy decides.

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 2012

3

Notice of Annual General Meeting

Explanatory Memorandum

CMI Limited ABN 98 050 542 553

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

4

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 Constitution.

Introduction

This Explanatory Memorandum is despatched with and forms part of the notice of the Company’s 2012 annual general meeting (AGM).

All 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 2012 be presented to the AGM. In addition, the Constitution provides for such reports and statements to be received and considered at the AGM. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the 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 AGM.

In addition to asking questions at the AGM, 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 AGM; or

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

Any written questions must be submitted to the Company Secretary on or before Friday, 23 November 2012 by email, fax or post.

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

1. Approval of the Remuneration Report

• 1.1 The Corporations Act requires that the section of the Directors’ Report dealing with the remuneration of Directors and the six 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 chair of the Meeting will give Shareholders a reasonable opportunity to ask questions about, or to make comments upon, the Remuneration Report.

2. Re-election of Mr danny Herceg as director

• 2.1 Rule 16.1 of the Constitution requires that at each annual general meeting of the Company, 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 practice 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. Approval of Issues under Performance Rights Plan

3.1 Background

The Company intends to issue rights under the Performance Rights Plan to eligible employees of the Company, its Related Bodies Corporate or any body corporate nominated by the Board in which the Company has voting power (as that term is defined in section 610 of the Corporations Act) of not less than 20% (Plan Group).

The Company believes the Performance Rights Plan is a valuable tool for aligning the performance of eligible employees with that of Shareholders and that it assists in the retention of experienced personnel.

3.2 Regulatory requirements

Under Listing Rule 7.2 (Exception 9), an issue of equity securities which is made under an employee incentive scheme is not counted towards the 15% limit in ASX Listing Rule 7.1 if, within 3 years before the date of the issue, holders of ordinary securities have approved the issue of securities under the scheme.

The Company wishes to obtain Shareholder approval under Listing Rule 7.2 (Exception 9) so that the issue of securities under the Performance Rights Plan during the next 3 years are not counted towards the Company’s 15% limit under ASX Listing Rule 7.1.

The issue of securities under the Performance Rights Plan has not been previously approved by Shareholders. No securities have been issued under the Performance Rights Plan.

As required by ASX Listing Rule 7.2 (Exception 9), the following summary of the terms of the Performance Rights Plan is provided to Shareholders:

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

5

Explanatory Memorandum

CMI Limited ABN 98 050 542 553

(a) Nature of Performance Rights

The Board may offer performance rights (Performance Rights) under the Performance Rights Plan to people who are, at the time of the offer, full-time or part-time employees of the Plan Group (Eligible Employees). Non-executive Directors are not Eligible Employees.

Performance Rights are rights to subscribe for or acquire an equivalent number of Shares in the Company, subject to the terms of the rules of the Performance Rights Plan and the terms of the offer.

Performance Rights will be issued for no consideration unless otherwise determined by the Board.

The number of Performance Rights (if any) to be offered to an Eligible Employee from time to time will be determined by the Board in its discretion.

Performance Rights do not include Conditional Rights.

(b) Nature of Conditional Rights

The Performance Rights Plan also allows conditional rights (Conditional Rights) to be granted to Eligible Employees under the Performance Rights Plan. Conditional Rights are rights, upon vesting, to receive Shares on the terms specified in the Performance Rights Plan without any further action being required by the holder of the Conditional Rights.

Accordingly, if the Board declares that a Performance Right is a Conditional Right, the holder of that Conditional Right will not need to elect to exercise his or her vested Conditional Rights by lodging a notice with the Company and will not need to pay an exercise price. However, Conditional Rights are subject to the same provisions in the Performance Rights Plan regarding performance hurdles and acceptance and grant procedures that apply to Performance Rights.

(c) Number of Share Rights to be granted

The Company will not grant Performance Rights or Conditional Rights (together, Share Rights) if, immediately following the grant, the aggregate of the total number of Shares issued, or which would be issued on exercise of all outstanding options to subscribe for Shares and all outstanding rights, under the Performance Rights Plan or any other employee incentive plan for the remuneration of employees of the Plan Group (excluding non-executive officers) would exceed 5% of the total number of issued Shares.

However, in determining this, the following are excluded: offers to persons situated outside Australia; an offer that was an excluded offer or invitation within the meaning of the Corporations Act; an offer that did not need disclosure to investors because of section 708 of the Corporations Act; an offer that did not require the giving of a product disclosure statement because of section 1072D of the Corporations Act; or an offer made under a disclosure document or product disclosure statement.

(d) Grant of Share Rights

Where the Company receives a valid acceptance of an offer, it will grant the Share Rights within 28 days after the end of the period in which an offer may be accepted.

An Eligible Employee may elect, on acceptance of a Share Right, to have that Share Right issued to an associate of the Eligible Employee (meaning an ‘associate’ for the purposes of section 83A-305 of the Income Tax Assessment Act 1997 (Cth)), if permitted under the terms of the invitation received by the Eligible Employee (as determined by the Board).

Shares to be allocated under the Performance Rights Plan may be subscribed for, purchased, allocated or held via an employee share trust.

The Share Rights will not be listed on any securities exchange.

(e) Exercise price of Performance Rights

In respect of any offer, the Board may determine the exercise price of the Performance Rights in its absolute discretion. Subject to the ASX Listing Rules, the exercise price may be nil.

(f) When Share Rights may be exercised

The Share Rights will become capable of exercise if the relevant performance criteria determined by the Board, and specified in the relevant offer, have been satisfied (Performance Hurdles).

Once the Performance Hurdles for Conditional Rights have been satisfied, the holder of the Conditional Rights receives Shares on the terms specified in the Performance Rights Plan without any further action being required by the holder of those Conditional Rights.

Once the Performance Hurdles for Performance Rights have been satisfied, the holder of the Performance Rights receives Shares by electing to exercise his or her Performance Rights by lodging a notice with the Company and paying the exercise price (if any).

Once a Share Right is capable of exercise, it may be exercised at any time up until 5.00pm (Queensland time) on the expiry date (which is the date 5 years after the date of the grant of the Share Right), or such earlier date as is determined by the Board and specified in the offer.

A Performance Right will lapse on the earliest to occur of:

• (i) the expiry date;

• (ii) a forfeiture condition specified in the offer occuring, as determined by the Board;

• (iii) in the case of an unvested Performance Right, the earlier of:

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

6

Explanatory Memorandum

CMI Limited ABN 98 050 542 553

• (A) the date of termination of employment of the Performance Right holder where such termination is for any reason other than a Qualifying Reason. A Qualifying Reason means, in relation to the Performance Right holder, the holder’s death, total and permanent disablement, retirement or redundancy as determined by the Board in its absolute discretion, or the holder ceasing to be an Eligible Employee as a result of a company ceasing to be a member of the Plan Group or a company in the Plan Group selling a business it conducts other than to another company in the Plan Group, or any other reason as determined by the Board in its absolute discretion;

• (B) 5 days after the last date on which the Company’s performance was measured against the Performance Hurdles to determine the extent to which the Performance Rights become vested; and

• (C) the date of lapse as a result of breach, fraud or dishonesty as determined by the Board; and

• (iv) in the case of a vested Performance Right, the earlier of:

• (A) 10 days after the date of termination of employment of the Performance Right holder, if termination has occurred due to a Qualifying Reason; and

• (B) 5 days after the date of termination of employment of the Performance Right holder, if termination has occurred for any other reason.

(g) Restriction on disposal of Shares

The Board may, in its discretion, determine that some Shares acquired under the Performance Rights Plan must not be traded for a certain period of time. This restriction will automatically end if the Board determines in its discretion to waive the restriction or there is a takeover bid or scheme of arrangement resulting in a person’s voting power in the Company increasing to more than 50%.

(h) Capital events

If an event affecting the number or type of securities on issue in the capital of the Company occurs (including a subdivision, consolidation, reduction, redemption or further issue of securities whether by way of rights issue, bonus issue or otherwise) (Capital Event) or any other event which the Board in its discretion considers should be a Capital Event occurs, then in respect of each Share Right, the Board shall determine the number of underlying Shares and the exercise price (if any) by taking into account the Capital Event in a manner which is fair and equitable and consistent with the relevant provisions of the ASX Listing Rules.

(i) Change of control events

• If:

• (i) the Company becomes a subsidiary of another company;

• (ii) the Company sells its principle business to a person outside the Plan Group;

• (iii) a subsidiary of the Company which carries on the principle business of the Plan Group ceases to be a subsidiary of the Company;

• (iv) there is a reorganisation of the Plan Group which results in a participant in the Performance Rights Plan ceasing to be an Eligible Employee; or

• (v) the Company passes a resolution for voluntary winding up or if an order is made for the compulsory winding up of the Company,

(each a Change of Control Event) has or in the opinion of the Board will occur, the Share Rights granted will vest where, in the Board’s absolute discretion, pro rata performance is in line with the performance criteria applicable to those Share Rights over the period from the date of grant to the date of the Change of Control Event. Any Performance Right which the Board determines does not vest will lapse automatically, unless the Board determines otherwise.

3.3 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

4. Approval of Issue of Performance Rights to executive Chairman

4.1 Background

The Company intends to issue up to 500,000 Performance Rights under the Performance Rights Plan (which is described in item 3 above) to Mr Colin Ryan, the Executive Chairman of the Company, as a long term performance incentive. If Shareholder approval is obtained, and the applicable vesting conditions attaching to the Performance Rights are satisfied, Mr Ryan will be entitled to one Share for each Performance Right.

The issue of Performance Rights to Mr Ryan is designed to create a stronger link between Director reward and increased Shareholder value, more closely aligning the Executive Chairman’s interests with those of the Shareholders. Issuing the Performance Rights will encourage a strong focus on increasing the Company’s Share price, encourage the attainment of performance goals and the growth of the Company.

Shareholder approval is being sought for the grant to Mr Ryan of 500,000 Performance Rights under the Performance Rights Plan for all purposes under the Corporations Act and the ASX Listing Rules.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

7

Explanatory Memorandum

CMI Limited ABN 98 050 542 553

4.2 Disclosures required pursuant to ASX Listing Rule 10.15A

ASX Listing Rule 10.15A requires this notice of Meeting to include the following specified information in relation to the Performance Rights which are proposed to be issued to Mr Ryan under the Performance Rights Plan. The performance measures relating to these Performance Rights are described below.

• (a) Date the securities will be provided

If approved by the Shareholders, the Performance Rights will be granted to Mr Ryan within 28 days of Mr Ryan accepting the offer of Performance Rights but, in any event, no later than 3 years after the Meeting.

• (b) Maximum number of securities to be provided

The number of Performance Rights to be issued to Mr Ryan was determined by reference to the market price of the Company’s Shares as at 26 October 2012. Mr Ryan is to be issued 500,000 Performance Rights under the Performance Rights Plan pursuant to Resolution 4. If the Performance Rights vest and are exercised by Mr Ryan, the Performance Rights will deliver an equivalent number of Shares in the Company to Mr Ryan. Should Mr Ryan become so entitled to Shares, these may be allocated to him via an employee share trust in accordance with the terms of the Performance Rights Plan.

• (c) The price of the securities, performance measures and other matters

No price for grant or exercise

No amount is payable on the grant or exercise of these Performance Rights.

Performance measures

The vesting of the Performance Rights to Mr Ryan is to be divided into two parcels, Parcel A and Parcel

B. Both the Parcel A Performance Rights and the Parcel B Performance Rights will be subject to a total shareholder return (TSR) performance measure. Broadly, TSR measures the return received by Shareholders from holding Shares in the Company over a particular period. TSR is calculated by taking into account the change in the Company’s share price over the relevant measurement period as well as the dividends received during that period and other capital adjustments. For the purpose of measuring the change in the Company’s Share price over the relevant measurement period, the base TSR and TSR on the testing date will be determined using the VWAP of the Company’s Shares traded on the ASX on each of the 60 trading days up to and including the relevant date.

The 150,000 Parcel A Performance Rights will vest if the Company’s TSR increases by 15%, determined using the VWAP of the Company’s Shares over a period of 60 trading days. This performance measure must be met within 12 months from the date of grant. The 350,000 Parcel B Performance Rights will vest if the Company’s TSR increases by 25%, determined using the VWAP of the Company’s Shares over 60 trading days. This performance measure must be met within 24 months from the date of grant.

If Mr Ryan has not met the performance measure in relation to the Parcel A Performance Rights within 12 months from the date of grant, he must meet the performance measure in relation to the Parcel B Performance Rights within 24 months from the date of grant in order for the Parcel A Performance Rights to vest. If Mr Ryan meets the performance measure in relation to the Parcel B Performance Rights within 24 months from the date of grant, all 500,000 Performance Rights will vest (i.e. both the Parcel A Performance Rights and the Parcel B Performance Rights).

A summary of the exercise price, vesting date and expiry date for the Performance Rights is as follows:

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Performance Rights to
be issued to Mr Ryan Exercise
pursuant to Resolution 3 Price Vesting Date Expiry Date
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Performance Rights to be issued to Mr Ryan pursuant to Resolution 3	Exercise Price	Vesting Date	Expiry Date
150,000 Performance Rights (Parcel A)	Nil	Once the performance measure is satisfed (being a TSR increase of 15% determined using the VWAP of the Company’s Shares over 60 trading days, which must be achieved within 12 months from the date of grant)	The date which is fve years after the Performance Rights are issued
350,000 Performance Rights (Parcel B)	Nil	Once the performance measure is satisfed (being a TSR increase of 25% determined using the VWAP of the Company’s Shares over 60 trading days, which must be achieved within 24 months from the date of grant)	The date which is fve years after the Performance Rights are issued

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

8

Explanatory Memorandum

CMI Limited ABN 98 050 542 553

Treatment of Performance Rights on cessation of employment

If Mr Ryan ceases to be employed by the Company, these Performance Rights will not lapse provided that his employment has not been terminated with cause. If his employment is terminated with cause, these Performance Rights will lapse with immediate effect.

• (d) Persons referred to in ASX Listing Rule 10.14 who received securities under the Performance Rights Plan since the last Shareholder approval

No persons referred to in ASX Listing Rule 10.14 have received securities under the Performance Rights Plan since the last Shareholder approval.

(e) Persons referred to in ASX Listing Rule 10.14 who are eligible to participate in the Performance Rights Plan

Mr Ryan is the only person referred to in ASX Listing Rule 10.14 who is currently eligible to participate in the Performance Rights Plan.

(f) No loan

No loan will be provided by the Company in relation to the grant of the Performance Rights to, or the exercise of those Performance Rights by, Mr Ryan.

(g) Details to be included in annual reports

Details of any securities issued under the Performance Rights Plan will be published in each annual report of the entity relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14.

Any additional persons who become entitled to participate in the Performance Rights Plan after this resolution is approved and who are not named in this notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

4.3 Mr Ryan’s total remuneration package

If Resolution 4 is approved, Mr Ryan’s total remuneration package for the financial year ending 30 June 2013 will consist of:

• (a) $250,000 per annum base salary plus superannuation of 9%;

• (b) $145,000 per annum Director fees plus superannuation of 9%; and

• (c) 500,000 Performance Rights.

In addition, along with other Directors, he is entitled to reimbursement of reasonable expenses incurred in undertaking his duties for the Company.

4.4 Directors’ recommendation

Mr Ryan has an interest in the outcome of Resolution 4 (as he is the recipient of the Performance Rights the subject of the resolution) and therefore believes it is inappropriate to make a recommendation on that resolution. The Directors (with Colin Ryan abstaining) recommend that Shareholders vote in favour of Resolution 4.

5 Adoption of new Constitution

5.1 Background

The Company’s existing Constitution was last consolidated on 27 September 2005. Since that time, there have been a number of significant developments in law, corporate governance principles and general corporate and commercial practice for ASX-listed companies.

The Board proposes to adopt a new Constitution which reflects these changes, rather than make each of the necessary amendments to the existing Constitution. Many of the proposed changes are administrative or relatively minor in nature. The principal differences between the existing Constitution and the proposed new Constitution are outlined below.

5.2 Definitions and interpretation

The proposed new Constitution updates the definitions to reflect current terminology and where possible relies on terms defined in the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules.

The proposed new Constitution also includes the provisions contained in Appendix 15A of the ASX Listing Rules (Rule 82). The effect of these provisions is that the ASX Listing Rules will prevail to the extent of any inconsistency with the proposed new Constitution.

5.3 Redundant provisions

A number of rules in the existing Constitution duplicate existing Corporations Act or Listing Rule requirements or will require amendment to the Constitution in the event of legislative or regulatory change. Accordingly, such rules have been omitted from the proposed Constitution.

As the Company no longer has any Convertible Preference Shares and Class A shares, Rules 29 and 30 of the existing Constitution (respectively) have been omitted from the proposed new Constitution.

5.4 Distribution of profits

The proposed new Constitution includes a number of changes to broaden the methods by which the Company may distribute or deal with its profits. Following recent amendments to the Corporations Act, companies are no longer required to pay dividends out of profits. Rule 70 of the proposed new Constitution reflects this by allowing the Directors to resolve to pay a dividend out of any source permitted by law. Further, Rule 73 of the proposed new Constitution provides flexibility for the Company regarding the methods by which dividends may be paid. It takes into account market practice of companies directly crediting the account of security holders in relation to distributions.

5.5 General meetings

The proposed new Constitution incorporates a number of changes proposed to assist with the orderly conduct of general meetings of the Company.

Powers of the chair

Rules 33 and 35 of the proposed new Constitution provide greater clarity in respect of the chair’s powers at general meeting.

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

Most significantly, the proposed new Constitution gives the chair a casting vote (in addition to any vote to which the chair may be entitled as shareholder or proxy) in the case of an equality of votes on a show of hands or on a poll (Rule 39). This will provide certainty in the event of an equality of votes.

Voting

The existing Constitution requires that each question submitted to a general meeting be decided by a show of hands in the first instance (Rule 10.8). The proposed new Constitution, however, gives the chair of the meeting the discretion to require that a question be determined by poll in the first instance (Rule 36(a)). This may be desirable, for example, where views on a proposed resolution are likely to vary widely between shareholders, making the certainty of a poll result preferable. The proposed new Constitution also clarifies that poll results may be announced in the manner and at the time (including after the meeting) as the chair of the meeting deems appropriate (Rule 38).

Further, the proposed new Constitution clarifies that a shareholder may not vote at a general meeting unless all sums payable in respect of the shareholder’s shares have been paid (Rule 41).

The proposed new Constitution also includes provisions to facilitate direct voting at general meetings (Rule 36(e)). Direct voting allows shareholders to vote on resolutions without attending meetings or appointing proxies to vote on their behalf. Direct voting has become common practice as it provides a more efficient means of obtaining shareholder votes.

Proxies

Rule 31(b) of the proposed new Constitution affords greater protection to shareholders who have relied upon a notice of meeting when deciding to appoint a proxy to vote on their behalf by preventing subsequent amendment to the terms of proposed resolutions during the course of general meetings.

Further, the proposed new Constitution codifies the general law powers of the Company to complete proxy appointments (Rule 42(c)) and to amend proxy instructions on the basis of the shareholder’s instructions (Rule 44(c)). Under Rule 34(b), proxies in the chair’s favour will be deemed to be in favour of the acting chair. This confirms the usual common law position.

The proposed new Constitution also clarifies that where a shareholder has appointed more than one person as proxy, and a vote is taken by a show of hands, none of the proxies may vote (Rule 40(c)).

Finally, under the existing Constitution, a vote exercised in accordance with the terms of an instrument of proxy is valid despite the previous death or unsoundness of mind of the shareholder appointing the proxy, the revocation of the instrument of proxy or the transfer of the share in respect of which the power is given, unless the Company receives notice of the death, unsoundness of mind, revocation or transfer before the commencement of the meeting (Rule 12.5). The proposed new Constitution, however, requires that this notice be provided to the Company at least 48 hours before the commencement of the meeting to allow adequate time for the notice to be processed (Rule 44).

Time for deeming quorum is not present

Under the existing Constitution, a general meeting will be dissolved or adjourned if no quorum is present within 15 minutes of the start of the meeting (Rule 10.3). The proposed new Constitution extends this period to 30 minutes to reflect the requirements of the Corporations Act (Rule 32(c)).

5.6 Directors

Retirement or removal of Directors

Under Rule 16.1 of the existing Constitution, one third of the Directors are required to retire from office at every annual general meeting. Further, no Director may stay in office past the conclusion of the third annual general meeting after which the Director was elected or re-elected without submitting for re-election.

Rule 48 of the proposed new Constitution is a simplified version of the provisions in the existing Constitution regarding the retirement of Directors. Rule 48 does not require one third of the Directors to retire, but simply provides that no Director may hold office for a continuous period in excess of three years, or past the third annual general meeting following the Director’s appointment (whichever is longer), without submitting for re-election. If the Company is required by law to submit a Director for re-election, this will fall to the longest-serving Director. The proposed new Constitution also clarifies that a retiring Director is eligible for re-election without having to give notice of an intention to submit for re-election.

The proposed new Constitution also provides that a Director will vacate his or her office where they are absent from Board meetings for more than six months without approval (Rule 50) (as opposed to the period of three months provided for in the existing Constitution).

Appointment of Directors

The proposed new Constitution imposes a new requirement for the nomination of persons (other than existing Directors or persons nominated by the Board) for election to the Board to be notified 35 business days prior to the annual general meeting (Rule 46(e)), reflecting the need to give 28 clear days’ notice of the annual general meeting and the time required for printing and distribution of a notice of meeting.

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

Remuneration of Directors

Rule 49(b) of the proposed new Constitution clarifies that the annual aggregate amount of value of the remuneration provided to all non-executive Directors must not exceed the aggregate fixed by the Company in general meeting, and that in calculating the maximum fees payable, travel and other expenses, special or additional remuneration and retirement allowances are not included in the aggregate fee cap.

Rule 49(d) of the proposed new Constitution also provides that the Director’s remuneration may be paid other than in cash (e.g. shares in the Company).

Further, although the existing Constitution allows retirement benefits to be given to Directors, Rule 51 of the proposed new Constitution provides further clarification on the permitted form of such benefits and allows the Company to establish a fund to provide such benefits.

5.7 Transfers

Rule 21 of the proposed new Constitution reflects current market practice regarding the transfer of securities.

The proposed new Constitution also allows the Company to suspend the registration of transfers of securities that are not quoted on the stock exchange for any period, provided that the aggregate of those periods do not exceed 30 days in any calendar year (Rule 24).

5.8 Forfeiture

While the proposed new Constitution’s provisions regarding forfeiture of shares are similar to those contained in the existing Constitution, the proposed Constitution provides that if any amounts due in respect of any shares are unpaid by the shareholder:

• (a) the shareholder is not entitled to any rights or privileges as a shareholder;

• (b) the Company may set off any amount owed by it to the shareholder against amounts owing by the shareholder; and

• (c) the Company may refuse to register a transfer of the shares (Rule 14(b)).

The proposed new Constitution also clarifies that the Company may reissue forfeited shares in the manner it sees fit (Rule 16).

5.11 Notices

The proposed new Constitution provides that any notice sent by post is deemed to have been served at the time that is 24 hours after the notice has been posted (Rule 75(d)). This varies the existing rule that notices sent by post are deemed to have been served upon posting.

In addition, under the existing Constitution, where a shareholder does not have a registered address, notices are deemed to be given to the shareholder if the notice is exhibited in the office for a period of 48 hours (Rule 24.3). Rule 75(g) of the proposed new Constitution shortens this period to 24 hours.

5.12 Indemnity of officers

Rule 77 of the proposed new Constitution not only provides for the indemnity and insurance of each officer of the Company to the relevant extent against liability but also, if the Board considers it appropriate, any officer of a subsidiary of the Company.

5.13 Sale of small shareholdings

Rule 78 of the proposed new Constitution allows the Company to sell small, unmarketable parcels of shares on behalf of their holder. This will reduce the high administrative costs involved in maintaining a large number of small shareholdings.

5.14 Proportional takeover provisions

The proportional takeover provisions (which protect the Company from a potential takeover for only part of the shares of the Company) in the proposed new Constitution are similar to those contained in the existing Constitution and align with the requirements of the Corporations Act. Rule 81 of the proposed new Constitution provides that the Company can prohibit the registration of a transfer of shares resulting from a proportional takeover bid unless shareholders in general meeting vote on a resolution to approve the bid. It is a requirement of the Corporations Act that proportional takeover bid approval rules apply for a maximum period of three years unless renewed.

5.15 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

5.9 Alteration of capital

The proposed new Constitution clarifies that the Company may reduce or alter its share capital in any way authorised by the Corporations Act (Rule 28).

5.10 Capitalisation of profits

While the proposed new Constitution’s provisions regarding the capitalisation of profits are broadly similar to those contained in the existing Constitution, Rule 74(d) of the proposed new Constitution adds that when a resolution is made that the Board will capitalise a sum, the Board may do all things necessary to give effect to the resolution (including, among other things, vesting any cash or assets in trustees on trust for the persons entitled as it determines).

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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 or Meeting	means the annual general meeting of the Company to be held on 30th November 2012.
ASX	means ASX Limited ACN 008 624 691 or the fnancial products market operated by it, as the
	context requires.
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 from time to time.
Corporations Act	means the Corporations Act 2001 (Cth).
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	means the explanatory memorandum to and forming part of the notice of Meeting contained in this
Memorandum	booklet.
Listing Rules	means the offcial listing rules of ASX.
Performance Rights	means the CMI Limited Performance Rights Plan.
Plan
Related Body	has the meaning given to that term in section 50 of the Corporations Act.
Corporate
Shareholders	means the holders of the Shares from time to time.
Share or Ordinary	means an ordinary share in the capital of the Company.
Shares
VWAP	means volume weighted average price.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

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Notice of Annual General Meeting

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2012

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LODGE YOUR PROXY



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www.linkmarketservices.com.au

ONLINE

By mail:  CMI Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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All enquiries to: Telephone: 1300 554 474

X99999999999

X99999999999

PROXY FORM

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

STEP 1 APPOINT A PROXY the Chair of OR if you are NOT appointing the Chair of the Meeting as your proxy, the Meeting please write the name of the indivual or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy in this box or, failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit at the Annual General Meeting of CMI Limited to be held at 10:00am (Brisbane time) on Friday, 30 November 2012, at the Brisbane Riverview Hotel, Kingsford Smith Drive, Hamilton Qld 4007 and at any adjournment or postponement of the Meeting.

If I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolutions 1, 3 and 4 even though the Chair of the Meeting is, and those items of business are connected directly or indirectly with the remuneration of, a member of key management personnel for CMI Limited’s consolidated group. For Resolutions 3 and 4, this authority is subject to you marking the box in Step 3 below. The Chair of the Meeting intends to vote undirected proxies in favour of all items of business.

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

STEP 2 VOTING DIRECTIONS Ordinary Business: For Against Abstain * Resolution 4 For Against Abstain * Resolution 1 Approval of Issue of Performance Rights Approval of the Remuneration Report to Executive Chairman Resolution 2 Resolution 5 Re-Election of Mr Danny Herceg as Director Adoption of New Constitution Special Business: Resolution 3 Approval of Issues under Performance Rights Plan  * If you mark the Abstain box for a particular item of business, 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 Chair 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 Resolutions 3 and 4 above, please place a mark in this box. By marking this box, you acknowledge that the Chair of the Meeting may exercise your proxy even though he/she has an interest in the outcome of those Resolutions and that votes cast by him/her for those Resolutions, other than as proxy holder, 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 Chair of the Meeting will not cast your votes on Resolutions 3 and 4 and your votes will not be counted in calculating the required majority if a poll is called on these Resolutions. The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 3 and 4.

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 Director/Company Secretary (Delete one)

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 PRX202R

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 this 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 Chair 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 Chair of the Meeting please write the name of that person in the space provided in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

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 opposite an item of business, your proxy may vote as he or she chooses in respect of that item of business. If you mark more than one box opposite an item of business your vote on that item will be invalid.

However, if you wish to appoint as your proxy a Director or other member of the key management personnel of the Company’s consolidated group (other than the Chair of the Meeting) or a closely related party of a member of the key management personnel, you must specify how he or she should vote on Resolutions 1, 3 and 4 by completing the “For”, “Against” or “Abstain” boxes opposite each of those items of business on the Proxy Form. If you do not do that, your proxy will not be able to vote on your behalf for those items of business. If you appoint the Chair of the Meeting as your proxy, but do not complete any of the boxes “For, Against” or “Abstain” opposite an item of business on the Proxy Form, the Chair intends to exercise your vote in favour of the item of business (although, in the case of Resolutions 3 and 4, the Chair of the Meeting will only be able to do so if you have specifically authorised him or her to exercise your votes on Resolutions 3 and 4 by ticking the special box over the page. If you wish to appoint the Chair of the Meeting as proxy with a direction to vote against, or to abstain from voting on an item of business, you should specify this by completing the “Against” or “Abstain” boxes opposite the item of business on the Proxy Form.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 Proxy 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 Proxy Forms together.

Signing Instructions

You must sign this Proxy 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

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the Meeting must have provided a “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (Brisbane time) on Wednesday, 28 November 2012, 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.

Proxies 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 this Proxy Form. Select ‘Voting’ and follow the prompts to lodge your proxy. 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 this 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.