EXCELSIOR CAPITAL LTD — AGM Information 2013

Sep 25, 2013

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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

6 November 2013 at 10.00am Sydney time The Westin Sydney, 1 Martin Place, Sydney NSW 2000

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

Table of Contents

Notice of Annual General Meeting	Notice of Annual General Meeting	2
Financial Statements and Reports		2
1	Approval of the Remuneration Report	2
2	Re-Election of Ms Leanne Catelan as Director	2
3	Election of Director – Mr Ross Rolfe	2
4	Election of Director – Ms Sharyn Williams	2
5	Holding a Spill Meeting (Contingent item)	2
Explanatory Memorandum		5
1	Approval of the Remuneration Report	6
2	Re-election of Ms Leanne Catelan as Director	7
3	Election of Director – Mr Ross Rolfe	7
4	Election of Director – Ms Sharyn Williams	7
5	Holding a Spill Meeting (Contingent Item)	7
Glossary of Terms		8

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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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 (Sydney time) on Wednesday, 6 November 2013 at The Westin Sydney, 1 Martin Place, Sydney, New South Wales.

AgendA

Special Business

5. Holding a Spill Meeting (Contingent item)

If the condition described below is satisfied, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

• ‘That, as required by the Corporations Act 2001 (Cth):

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 2013.

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 2013 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 2013 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 3 to 4 of this notice of Meeting.

2. Re-election of Ms Leanne Catelan as Director

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

‘That Ms Leanne Catelan, a Director retiring by rotation in accordance with the Constitution, and being eligible for re-election, is re-elected as a Director.’

3. Election of Director – Mr Ross Rolfe

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

‘That Mr Ross Rolfe, having been appointed a Director since the last annual general meeting of the Company, in accordance with the Constitution, ceases to hold office and, being eligible, is elected as a Director.’

4. Election of Director – Ms Sharyn Williams

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

‘That Ms Sharyn Williams, having been appointed a Director since the last annual general meeting of the Company, in accordance with the Constitution, ceases to hold office and, being eligible, is elected as a Director.’

• (a) a meeting of the Company’s members be held within 90 days of the date of the 2013 annual general meeting of the Company (the spill meeting );

• (b) all the Company’s directors who:

• (i) were directors of the Company when the resolution to make the Directors’ Report for the financial year ended 30 June 2013 was passed; and

• (ii) are not a managing director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without being re-elected to the office,

cease to hold office immediately before the end of the spill meeting; and

• (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting.

Condition for Item 5: Item 5 will be considered at the Meeting only if at least 25% of the votes cast on Item 1 (Approval of the Remuneration Report) are against the adoption of the Remuneration Report. See section 5 of the Explanatory Memorandum for further explanation of the circumstances in which Item 5 will be put to the Meeting.

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 3 to 4 of this notice of Meeting.

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 September 2013

By Order of the Board

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Sharyn Williams

Company Secretary CMI Limited

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

nOTeS

• a. You may vote by attending the Meeting in person or by proxy. A body corporate may appoint a corporate 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.

• b. To vote in person, attend the Meeting on Wednesday, 6 November 2013 at The Westin Sydney, 1 Martin Place, Sydney, new South Wales . The Meeting will commence at 10.00am (Sydney time).

• c. A member who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy. The proxy need not be a member of the Company.

• 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 proxy as they choose, subject to the voting exclusions described below.

• e. 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. 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. Members are requested to show on the proxy form the specified proportion or number of the votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions) on any poll.

• f. 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.

• h. 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 Items 1, 2, 3 and 4 and AGAINST Item 5, subject to the voting exclusions described below.

• i. 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 7.00pm (Sydney time) on Monday, 4 November 2013.

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 nonexecutive) and selected members of the management team. The KMP of the CMI consolidated Group during the financial year ended 30 June 2013 are listed in note 26 to the financial statements for the financial year ended 30 June 2013 contained in the Company’s annual report for 2013.

• 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.

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.

• g. To be valid, your proxy appointment must be made online or your proxy form must be received no later than 10.00am (Sydney time) on Monday, 4 November 2013 (being 48 hours before the commencement of the Meeting).

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

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 directed As holder of an undirected
no. description As a Shareholder? proxy? proxy?
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Resolution no.	Resolution description	Who is excluded from votingon the resolution?	Who is excluded from votingon the resolution?	Who is excluded from votingon 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 Ms Leanne Catelan as Director	No exclusions.	No exclusions.	No exclusions.
3	Election of Mr Ross Rolfe as Director	No exclusions.	No exclusions.	No exclusions.
4	Election of Ms Sharyn Williams as Director	No exclusions.	No exclusions.	No exclusions.
5	Holding a Spill Meeting (Contingent item)	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).

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.

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 2013

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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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 Constitution.

Introduction

This Explanatory Memorandum is despatched with and forms part of the notice of the Company’s 2013 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 2013 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 Wednesday, 30 October 2013 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 Company’s Remuneration Report for the financial year ended 30 June 2013 may be found in the Annual Report (pages 15 to 22). In accordance with the Corporations Act, the Remuneration Report has been submitted to Shareholders for consideration and adoption.

• 1.2 The Remuneration Report has been submitted to Shareholders for consideration and adoption. Shareholders should note that, in accordance with section 250R(3) of the Corporations Act, the vote on Item 1 is advisory only and does not bind the Company or its Directors.

• 1.3 In late 2012, the Board undertook a review of the quantum and structure of executive remuneration of the Company. The review included external advice resulting in a market data report on executive remuneration and also a report on retention equity plans. Following this review a share-based Performance Rights Plan was implemented.

• 1.4 The Performance Rights Plan and the issue of 500,000 Performance Rights to the Executive Chairman under the Performance Rights Plan were approved at the Company’s 2012 annual general meeting. However, concerns were raised by Shareholders regarding the quantum and structure of the Executive Chairman’s Performance Rights. In response to these concerns, invitations to participate in the Performance Rights Plan given thereafter have included amended performance measure hurdles and also a second time-based retention measure.

• 1.5 The Remuneration Report:

• (a) Explains the Company’s remuneration reward framework for its key management personnel;

• (b) Discusses how the remuneration reward framework aligns reward with achievement of strategic and financial objectives and creation of value for Shareholders; and

• (c) Sets out remuneration arrangements in place for each member of the key management personnel for the CMI consolidated Group, including the Directors.

• 1.6 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.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

2. Re-election of Ms Leanne Catelan as director

• 2.1 Rule 48(a) of the Constitution and the ASX Listing Rules require that a Director (other than the Managing Director or, if there is more than one Managing Director, the Managing Director designated by the Board to be an exempt Managing Director) may not 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 the longer, without submitting for election or re-election by the Company. In accordance with the Constitution and the ASX Listing Rules, Leanne Catelan retires as a Director and offers herself for re-election as a Director.

• 2.2 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. She is also a director of the Company’s major shareholder, Le Rae Pty Ltd.

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

3. election of director – Mr Ross Rolfe

• 3.1 Ross Rolfe was appointed as a Director by the Board since the last annual general meeting of the Company in accordance with rule 46(d) of the Constitution. In accordance with that rule and the ASX Listing Rules, he now offers himself for election as a Director at the AGM.

• 3.2 Ross Rolfe joined the Board on 13 May 2013 as an independent non-executive director. Ross has broad experience as both a Chief Executive and an independent director of Australian companies operating in the energy, infrastructure and contracting sectors. Ross is currently the Chair of WDS Limited, an ASX listed company that supplies contracting services to the coal and gas industries. He is also the Chair of CS Energy, a government owned generation company based in Queensland, and a NonExecutive Director of Infigen Energy, an ASX listed company with a renewable energy portfolio in Australia and the USA. In addition, he holds a senior executive role in Lend Lease and has previously held positions as Chief Executive Officer of Alinta Energy and Stanwell Corporation as well as Director-General of the Departments of Premier and Cabinet, Trade, State Development and CoordinatorGeneral in Queensland.

• 3.3 The Directors (with Ross Rolfe abstaining) support the resolution to elect Ross Rolfe.

4. election of director – Ms Sharyn Williams

• 4.1 Sharyn Williams was appointed as a Director by the Board since the last annual general meeting of the Company in accordance with rule 46(d) of the Constitution. In accordance with that rule and the ASX Listing Rules, she now offers herself for election as a Director at the AGM.

• 4.2 Sharyn Williams joined the Board on 15 March 2013 as an executive finance director. Sharyn joined CMI Limited in July 2007 and was appointed Chief Financial Officer and Company Secretary in April 2008. She previously held finance related positions at RP Data Limited. Sharyn is a Certified Practicing Accountant, a Chartered Company Secretary and a Graduate Member of the Australian Institute of Company Directors.

• 4.3 The Directors (with Sharyn Williams abstaining) support the resolution to elect Sharyn Williams.

5. Holding a Spill Meeting (Contingent Item)

• 5.1 At last year’s annual general meeting of the Company, at least 25% of the votes cast on the resolution to adopt the remuneration report for the financial year ended 30 June 2012 were against adoption of the report.

• 5.2 If 25% or more of the votes cast on Item 1 (Approval of the Remuneration Report) are against adoption of the Remuneration Report at this year’s AGM, Item 5 will be put to the vote at the Meeting as required by section 250V of the Corporations Act (a spill resolution ).

• 5.3 If put to the vote at the Meeting, the spill resolution will be considered as an ordinary resolution.

• 5.4 If the spill resolution is passed:

• (a) the Company must hold another meeting of the Company’s members within 90 days after the spill resolution was passed (the spill meeting ); and

• (b) all the Company’s directors (other than a managing director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without being re-elected to the office) who were directors of the Company when the resolution to make the Directors’ Report for the financial year ended 30 June 2013 was passed (the Relevant Directors ) cease to hold office immediately before the end of the spill meeting.

• 5.5 Each Relevant Director is eligible, but not required, to seek re-election as a director of the Company at the spill meeting.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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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 6 November 2013.
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
Memorandum	this booklet.
Listing Rules	means the offcial listing rules of ASX.
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

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013

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:][ +61 2 9287 0309]



All enquiries to: Telephone: 1300 554 474

X99999999999

X99999999999

SHAREHOLDER 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 OR if you are NOT appointing the Chair of the Meeting as your proxy, please of the Meeting write the name of the person or body corporate (excluding the registered (mark box) shareholder) you are appointing as your proxy in the box opposite

or, failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting is appointed 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 (Sydney time) on Wednesday, 6 November 2013, at The Westin Sydney, 1 Martin Place, Sydney NSW 2000 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 and 5 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.

The Chair of the Meeting intends to vote undirected proxies in FAVOUR of Resolutions 1, 2, 3 and 4 and AGAINST Resolution 5.

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

AGENDA For Against Abstain * For Against Abstain * Resolution 1 Resolution 4 Approval of the Remuneration Report Election of Director – Ms Sharyn Williams Resolution 2 Re-Election of Ms Leanne Catelan as Director Resolution 3 Resolution 5 Election of Director – Mr Ross Rolfe Holding a Spill Meeting (Contingent item)

 * 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 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 PRX301R

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 and 5 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 Resolutions 1, 2, 3 and 4 and AGAINST Resolution 5. If you wish to appoint the Chair of the Meeting as proxy with a direction to vote for, against, or to abstain from voting on an item of business, you should specify this by completing the relevant box 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; and

• (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 (Sydney time) on Monday, 4 November 2013, 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, 1A Homebush Bay Drive, Rhodes NSW 2138 or 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.