EXCELSIOR CAPITAL LTD — Board/Management Information 2017

Sep 21, 2017

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Notice of General Meeting

CMI Limited ABN 98 050 542 553

25 October 2017

To be held (only if required) immediately after the conclusion of the 2017 Annual General Meeting but not before 10.15am.

The CMI Office 18 – 20 Railway Road Meadowbank NSW 2114

Table of Contents

Notice of General Meeting ---------------------------------------------------------------------------------- 3	Notice of General Meeting ---------------------------------------------------------------------------------- 3
1	Re-election of Mr Michael Glennon as an Executive Director ------------------------------------ 3
2	Re-election of Ms Leanne Catelan as an Executive Director ------------------------------------- 3
3	Re-election of Mr Craig Green as a Non-executive Director ------------------------------------- 3
Explanatory Memorandum --------------------------------------------------------------------------------- 7
1	Re-election of Mr Michael Glennon as an Executive Director ------------------------------------ 9
2	Re-election of Ms Leanne Catelan as an Executive Director ------------------------------------- 9
3	Re-election of Mr Craig Green as a Non-executive Director ------------------------------------- 9
Glossary of Terms ------------------------------------------------------------------------------------------ 10

| CMI Limited

Notice of General Meeting

CMI Limited ABN 98 050 542 553

Notice is given that a General Meeting (“ Spill Meeting ” or “ General Meeting ”) of shareholders of CMI Limited (“ CMI ” or the “ Company ”) will be held (only if required) immediately after the conclusion of the 2017 Annual General Meeting (“ AGM ”) but not before 10.15am on Wednesday, 25 October 2017 at the CMI office, 18 – 20 Railway Road, Meadowbank NSW 2114.

Shareholders should note that this Spill Meeting will only be held in the event the spill resolution has been passed by shareholders at the Company’s 2017 AGM. If the spill resolution is not passed this Spill Meeting will not be held. Shareholders should refer to the Notice of 2017 AGM (enclosed) for further detail on the spill resolution.

This Notice of General Meeting must be read in conjunction with the Notice of 2017 AGM (enclosed). Also see Explanatory Note 4 below in relation to the background to this spill meeting.

Agenda

1 Re-election of Mr Michael Glennon as an Executive Director

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

“That Mr Michael Glennon, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re-elected as a director of the Company.”

Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 5.

2 Re-election of Ms Leanne Catelan as an Executive Director

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

“That Ms Leanne Catelan, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re-elected as a director of the Company.”

Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 5.

3 Re-election of Mr Craig Green as a Non-executive Director

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

“That Mr Craig Green, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re-elected as a director of the Company.”

Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 5.

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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.

VOTING EXCLUSION STATEMENT

Resolutions 1 - 3

There are no voting exclusions applicable to the resolutions to be put to the Spill Meeting.

DATED this 20 September 2017

By Order of the Board

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Anna Sandham

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 2001 (Cth) (“ 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 General Meeting 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 Wednesday, 25 October 2017 at the CMI office, 18 – 20 Railway Road, Meadowbank NSW 2114. The Meeting will commence (only if required) immediately after the conclusion of the 2017 Annual General Meeting but not before 10.15am.

• (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.

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• (f) You can appoint a proxy in 4 ways:

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, 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 10:15am (Sydney time) on Monday, 23 October 2017.

• (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. The Chairman of the Meeting intends to cast all Open Proxies in FAVOUR of Items 1, 2 and 3. There are no voting exclusions applicable to the resolutions to be put to the Spill Meeting.

• (j) 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 Monday, 23 October 2017.

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.

| CMI Limited

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

| CMI Limited

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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.

This Explanatory Memorandum is despatched with and forms part of the Notice of the Company’s General Meeting to be held at the CMI office, 18 – 20 Railway Road, Meadowbank NSW 2114 on Wednesday 25 October 2017 to be held (only if required) immediately after the conclusion of the 2017 Annual General Meeting but not before 10.15am (“ General Meeting” ).

All Shareholders should read this Explanatory Memorandum in full and in conjunction with the Notice of 2017 Annual General Meeting (“ AGM ”) (enclosed). If any Shareholder has any questions, they should obtain professional advice before making any decisions in relation to the resolutions to be put to Shareholders at the General Meeting.

1. Voting entitlement

The directors of the Company have determined that, for the purpose of voting at the Spill Meeting, shares will be taken to be held by the registered holder at 7.00pm (Sydney time) on Monday 23 October 2017.

2. Proxies

In accordance with section 249L of the Corporations Act:

• A shareholder who is entitled to attend and vote at the General Meeting may appoint a proxy. A proxy can be either an individual or a body corporate.

Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

• Appoints an individual as its corporate representative to exercise it powers at meetings, in accordance with section 250D of the Corporations Act; and

• Provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If satisfactory evidence of appointment as corporate representative is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

• If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion of the shareholder’s voting rights that each proxy may exercise, each proxy may exercise half of the shareholder’s votes.

• A proxy need not be a shareholder.

The proxy form (and, if the appointment is signed by the appointor’s attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company’s share registry, Link Market Services Limited by 10:15am on Monday 23 October 2017.

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You can appoint a proxy in 4 ways:

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 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

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

3. Corporate representatives

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.

4. Background to the Spill Meeting

Under the “two strikes” legislation which came into effect on 1 July 2011, if at least 25% of the votes cast on the adoption of the remuneration report of the Company at two consecutive AGMs are against the adoption of the remuneration report, the Company must put to the shareholders a “spill resolution” at the second AGM (“ Spill Resolution ”). If the Spill Resolution is passed, the Company must hold another General Meeting of shareholders (“ Spill Meeting ”) within 90 days of the passing of the resolution. All the directors of the Company who were directors of the Company when the directors’ report (including the remuneration report) was being considered at the second AGM, cease to hold office immediately before the end of the Spill Meeting and resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting must be put to the vote.

At the Company’s 2016 AGM, more than 25% of the votes were cast against the adoption of the 2016 remuneration report. If at the 2017 AGM (due to be held at 10.00am on Wednesday 25 October 2017, immediately before the spill meeting), 25% or more of the votes cast are against the adoption of the 2017 remuneration report, shareholders will be required to vote on a resolution on whether a further General Meeting of the Company will be convened at which all of the Company’s directors must stand for re-election should they wish to continue as directors of the Company, being the Spill Resolution.

Please see the accompanying Notice of 2017 AGM for further information regarding the Spill Resolution and Spill Meeting.

This Spill Meeting will only take place if the Spill Resolution is passed at the 2017 AGM. If the Spill Resolution is not required to be voted on, or is not passed at the 2017 AGM, the resolutions proposed to be voted on at this meeting are not required and will be withdrawn. If the Spill Resolution is passed, each of the Company’s current directors who were in office when the directors resolved to approve the Remuneration Report was passed (being Mr Michael Glennon, Ms Leanne Catelan and Mr Craig Green) will cease to hold office immediately before the end of the Spill Meeting. Those directors elected or reelected at the Spill Meeting will commence to hold office at the end of the Spill Meeting.

If a director is re-elected in these circumstances, the Corporations Act provides that the term of office of the director will not be affected and directors will be subject to retirement and re-election at an AGM of the company as if the cessation and appointment at the Spill Meeting had not occurred.

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There is no voting exclusion applicable to the resolutions to be put to the Spill Meeting.

The Chairman intends to vote all undirected proxies on, and in favour of all the proposed resolutions in items 1 to 3.

5. Information about the candidates to be re-elected as Directors

Mr Michael Glennon

Mr Glennon has over 20 years’ experience in financial markets and is the founder of Glennon Capital Pty Ltd and the Managing Director of Excelsior Asset Management Pty Ltd. Mr Glennon has extensive experience in investing, building and operating businesses and strategic exiting of those businesses. His experience and contacts in small listed companies is extensive and he has gained a detailed understanding of many industries and business models over his time in the market. Michael has served on the boards of private and public companies.

Recommendation: With Mr Michael Glennon abstaining, the Board strongly recommends that shareholders vote in favour of the re-election of Mr Michael Glennon.

Ms Leanne Catelan

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. Ms Catelan has experience in property development and mezzanine debt financing. She has been involved in asset sales, corporate restructuring and a range of activities within private and public companies.

Recommendation: With Ms Leanne Catelan abstaining, the Board strongly recommends that shareholders vote in favour of the re-election of Ms Leanne Catelan.

Mr Craig Green

Mr Green is a solicitor with more than 36 years’ experience in banking and property law. Mr Green as a lawyer acts primarily for banks and other financial institutions on a range of property, commercial, business and residential transactions. He has a comprehensive understanding of both sides of large financial and business transactions. As the former managing partner of a mid-tier national law firm and currently a section leader of a top 10 national law firm, Mr Green has extensive management, marketing and business development experience. Mr Green is a former director, Life Member and Fellow of the Mortgage and Finance Association of Australia and member of the Australian Institute of Company Directors.

Recommendation: With Mr Craig Green abstaining, the Board strongly recommends that shareholders vote in favour of the re-election of Mr Craig Green.

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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 25 October 2017. 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 25 October 2017. 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. Share or Ordinary means an ordinary share in the capital of the Company. Shares Shareholders means the holders of the Shares from time to time. Spill Meeting means the General Meeting of the Company to be held on 25 October 2017.

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

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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: +61 1300 554 474

PROXY FORM - 2017 GENERAL MEETING (IF REQUIRED)

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

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 General Meeting (“spill meeting”) of the Company to be held (only if required) immediately after the conclusion of the 2017 Annual General Meeting but not before 10:15am on Wednesday, 25 October 2017 at the CMI office, 18 – 20 Railway Road, Meadowbank NSW 2114 (the Meeting ) and at any postponement or adjournment of the Meeting.

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 10:15am on Monday, 23 October 2017. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• 1 Re-election of Mr Michael Glennon as an Executive Director

• 2 Re-election of Ms Leanne Catelan as an Executive Director

• 3 Re-election of Mr Craig Green as a Non-executive Director

For Against Abstain *

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and yourvotes 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 PRX1702A

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

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

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

To appoint a second proxy you must:

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

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:15am on Monday, 23 October 2017 . Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Only Voting Forms issued by the Company will be deemed valid and accepted by the Company.

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)

• (b) return both forms together.

SIGNING INSTRUCTIONS

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

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

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

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

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

CORPORATE REPRESENTATIVES

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

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING (“SPILL MEETING”), PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.