EXCELSIOR CAPITAL LTD — AGM Information 2018

Oct 4, 2018

CMI Limited ABN 98 050 542 553 485A Zillmere Road Zillmere Qld 4034 Australia Registered Office address: 18-20 Railway Road, Meadowbank NSW 2114 Telephone: (07) 3863 0667 Facsimile: (07) 3863 0795 Email: corporate@cmilimited.com.au Web: www.cmilimited.com.au

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NOTICE OF GENERAL MEETING AND PROXY FORM

ASX ANNOUNCEMENT

SYDNEY Friday, 5 October 2018: The Notice of Annual General Meeting and sample Proxy Form of CMI Limited (ASX: CMI) are attached.

The Annual General Meeting will be held be held at 11.00am (Sydney time) on Thursday, 8 November 2018 at the Meeting Room 3, The Westin Hotel, 1 Martin Place, Sydney, NSW 2000.

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Michael Glennon Chairman CMI Limited

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Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

8 November 2018 at 11.00am (Sydney time) Meeting Room 3 The Westin Hotel 1 Martin Place Sydney, NSW 2000

Table of Contents

Notice of Annual General Meeting ------------------------------------------------------------------------- 3
Financial Statements and Reports ------------------------------------------------------------------------- 3
1 Election of Ms Leanne Catelan as Non-Executive Director --------------------------------------- 4
2 Approval to Change the Company Name ----------------------------------------------------------- 4
3 Remuneration Report -------------------------------------------------------------------------------- 4
Explanatory Memorandum --------------------------------------------------------------------------------- 7
1 Election of Ms Leanne Catelan as Non-Executive Director --------------------------------------- 8
2 Approval to Change the Company Name ----------------------------------------------------------- 9
3 Remuneration Report -------------------------------------------------------------------------------- 9
Glossary of Terms ------------------------------------------------------------------------------------------ 11

| CMI Limited

Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

Notice is given that the Annual General Meeting of CMI Limited (“ CMI ” or the “ Company ”) will be held at 11.00am (Sydney time) on Thursday, 8 November 2018 at the Meeting Room 3, The Westin Hotel, 1 Martin Place, Sydney, NSW 2000.

A. CONSIDERATION OF REPORTS

The Corporations Act requires that the Directors’ Report, Independent Auditor’s Report and the financial statements of the Company for the year ended 30 June 2018 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.

All Shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2018 on the Company’s website (http://www.cmilimited.com.au/Investor-Centre/?page=Annual-Reports).

B. QUESTIONS AND COMMENTS

Following the consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions of the Company and its Auditor.

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 preparation and content of the Independent Audit Report to be considered at the AGM;

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

• (c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

Any written questions must be submitted to the Company Secretary on or before Friday, 2 November 2018 (being no later than the fifth business day before the AGM is held) by email or post.

Email: dion.cohen@cmilimited.com.au

Mailing Address: Suite 1, Level 17, 25 Bligh Street, Sydney, NSW, 2000.

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C. ITEMS FOR APPROVAL

1 Election of Ms Leanne Catelan as a Non- Executive Director

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

That Ms Leanne Catelan, a non-executive Director retiring by rotation in accordance with the Constitution and ASX Listing Rule 14.4, and being eligible for re-election, is re-elected as a Director .

2 Approval to Change the Company Name

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

'That, pursuant to and in accordance with section 157 of the Corporations Act, the name of the Company be changed from CMI Limited to Excelsior Capital Limited, with effect from the date that the Australian Securities and Investments Commission registers the change in the name, and that the Constitution of the Company be amended to reflect the new name.

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.

3 Remuneration Report

To consider, if thought fit, to pass the following as a non-binding ordinary resolution:

‘That the Company's Remuneration Report for the financial year ended 30 June 2018 as set out in the Directors’ Report is adopted.’

The Remuneration Report is contained in the 2018 Annual Report (available on the Company’s website at http://www.cmilimited.com.au/Investor-Centre/?page=Annual-Reports). Please note that in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (“ Corporations Act ”), the vote on this resolution is advisory only and does not bind the Directors or the Company. However the Board will take the outcome of the vote into account in setting remuneration policy for future years.

VOTING EXCLUSION STATEMENTS

Resolution 3 - Remuneration Report

In accordance with the Corporations Act, a vote on Resolution 3 must not be cast:

• a. by, or on behalf of, a member of the Key Management Personnel ( KMP ) whose remuneration details are included in the 2018 Remuneration Report or a closely related party of such a KMP (including close family members and companies the KMP controls), regardless of the capacity in which the vote is cast; or

• b. as a proxy by a person who is a member of the KMP at the date of the Meeting or a closely related party of such a KMP.

However, a person described above may cast a vote on Resolutions 3 as a proxy if the vote is not cast on behalf of a person described above and either:

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• a. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

• b. the vote is cast by the Chairman of the Meeting and the appointment of the Chairman as proxy:

• i. does not specify the way the proxy is to vote on the resolution; and

• ii. expressly authorises the Chairman 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.

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act.

DATED this 5 October 2018

By Order of the Board

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Dion Cohen

Company Secretary CMI Limited

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 section 250D of 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. The representative should bring to the AGM a properly executed letter or document confirming its authority to act as the company’s representative. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au

• (b) To vote in person, attend the Meeting on Thursday, 8 November 2018 at Meeting Room 3, The Westin Hotel, 1 Martin Place, Sydney, NSW 2000. The Meeting will commence at 11.00am (Sydney time).

• (c) A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy. The proxy need not be a Shareholder 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 proxy votes on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described below.

• (e) A Shareholder 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. Shareholders 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 4 ways:

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online (preferred) by visiting www.linkmarketservices.com.au. Shareholders 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; or

by post using the reply paid envelope to CMI Limited, c/o Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or

by facsimile to CMI Limited, c/o Link Market Services Limited on facsimile number 02 9287 0309; or

by hand to CMI Limited, c/o Link Market Services Limited, 1A Homebush Bay Drive, Rhodes, NSW 2138 or Level 12, 680 George Street, Sydney, NSW 2000.

• (g) A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not themselves be a Shareholder. The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.

If the proxy form is signed by an attorney, the original 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 11:00am (Sydney time) on Tuesday, 6 November 2018 (being 48 hours before the commencement of the Meeting).

• (i) If you intend to appoint the Chairman of the Meeting as your proxy without providing specific voting directions to the Chairman of the Meeting (an Open Proxy ), then by submitting the Proxy Form you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP. The Chairman of the Meeting intends to cast all Open Proxies in FAVOUR of Items 1, 2 and 3, subject to the voting exclusions described within this Notice of Meeting.

• (j)

• A reference to dollars or $ in this Notice is a reference to Australian dollars.

• (k) The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) 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 Tuesday, 6 November 2018.

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 1300 554 474 during business hours.

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

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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 (“ CMI ” or the “ Company ”) in compliance with the Corporations Act 2001 (Cth) (“ Corporations Act ”), ASX Listing Rules and the Company’s Constitution.

Introduction

This Explanatory Memorandum is despatched with and forms part of the Notice of the Company’s Annual General Meeting to be held at Meeting Room 3, The Westin Hotel, 1 Martin Place, Sydney, NSW 2000 on Thursday, 8 November 2018 at 11:00am (Sydney time) ( 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.

Subject to the abstention noted below, the Directors unanimously recommend Shareholders vote in favour of Resolutions 1, 2 and 3.

Resolutions 1 is a an ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

Resolution 2 is a special resolution. A special resolution is a resolution that requires at least 75% of the votes cast by Shareholders entitled to vote and voting, to be in favour of the resolution.

Resolution 3, relating to the Remuneration Report, is advisory only and does not bind the Directors or the Company.

1 Re-election of Ms Leanne Catelan as Non-executive Director

• 1.1 Rule 48(a) of the Constitution and the ASX Listing Rule 14.4 provide 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 Rule 14.4, Ms Leanne Catelan retires as a Director and offers herself for re-election as a Director.

• 1.2 Ms Catelan joined the Board on 31 August 2011 as a non-executive director and was last reelected on 25 November 2015.

• 1.3 Ms Catelan is a member of the Australian Institute of Company Directors. She is an experienced company director with exposure to both listed and private companies. Ms Catelan is also a director of Excelsior Asset Management Pty Ltd and Catelan Securities Pty Ltd, the Company's major shareholder.

The Directors (with Ms Leanne Catelan abstaining) unanimously recommend that Shareholders vote FOR Resolution 1.

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CMI Limited

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2 Approval to Change the Company Name

• 2.1 This Resolution seeks the approval of Shareholders for a change in the name of the Company.

• 2.2 The Company wishes to change its name from CMI Limited to Excelsior Capital Limited, effective from the date that the Australian Securities and Investments Commission registers the change of the name. The change is proposed so that the Company' s name better reflects the strategy of business.

• 2.3 The Company has reserved the proposed change of name with the Australian Securities and Investments Commission to ensure the name is available should Shareholders approve this Resolution.

• 2.4 This Resolution is a special resolution. A special resolution is a resolution that requires at least 75% of the votes cast by Shareholders entitled to vote and voting, to be in favour of the resolution.

The Directors unanimously recommend that Shareholders vote FOR Resolution 2.

3 Remuneration Report

• 3.1 The Company's Remuneration Report for the financial year ended 30 June 2018 may be found in the Annual Report. In accordance with the Corporations Act, the Remuneration Report has been submitted to Shareholders for consideration and adoption.

• 3.2 Shareholders should note that, in accordance with section 250R(3) of the Corporations Act, the vote on Resolution 2 is advisory only and does not bind the Company or its Directors.

• 3.3 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.

• 3.4 During consideration of the Remuneration Report, the Chairman of the Meeting will give Shareholders a reasonable opportunity to ask questions about, or to make comments upon, the Remuneration Report.

The Directors unanimously recommend that Shareholders vote FOR Resolution 3.

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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
	Thursday 8 November 2018.
ASX	means ASX Limited ACN 008 624 691 or the financial 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.
General Meeting	means the General Meeting of the Company to be held on 8
	November 2018.
Group	means the Company and its Related Bodies Corporate.
Explanatory	means the explanatory memorandum to and forming part of the
Memorandum	notice of Meeting contained in this booklet.
Listing Rules	means the official listing rules of ASX.
Related Body	has the meaning given to that term in section 50 of the Corporations
Corporate	Act.
ShareorOrdinary	means an ordinary share in the capital of the Company.
Shares
Shareholders	means the holders of the Shares from time to time.

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LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au 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 Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

PROXY FORM

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

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (Sydney time) on Thursday, 8 November 2018 at The Westin Hotel, 1 Martin Place, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). the Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

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 T

Resolutions

• For Against Abstain *

• 1 Election of Ms Leanne Catelan as Non-executive Director

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• 2 Approval to Change the Company Name

• 3 Remuneration Report

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

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

CMI PRX1801C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. If your named proxy attends the Meeting but does not vote on a poll on a resolution in accordance with your directions, the Chairman of the Meeting will become your proxy in respect of that resolution. A proxy need not be a shareholder of the Company.

PROXY VOTING BY THE CHAIRMAN OF THE MEETING

On a poll, the Chairman of the Meeting will vote directed proxies as directed and may vote undirected proxies as the Chairman of the Meeting sees fit. If the Chairman of the Meeting is your proxy or becomes your proxy by default, and you do not provide voting directions, then by submitting the Proxy Form you are expressly authorising the Chairman of the Meeting to exercise your proxy on resolutions that are connected directly or indirectly with the remuneration of KMP

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

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

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Sydney time) on Tuesday, 6 November 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

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

ONLINE



www.linkmarketservices.com.au

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

BY MAIL



• CMI Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or

Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

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 forms together.

SIGNING INSTRUCTIONS

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

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

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

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

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

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COMMUNICATIONS PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

ONLINE



www.linkmarketservices.com.au

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

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.