EXCELSIOR CAPITAL LTD — Proxy Solicitation & Information Statement 2011

May 19, 2011

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CMI LIMITED

ACN 050 542 553

Notice of General Meeting

Notice is given that a general meeting of CMI Limited ACN 050 542 553 (Company) will be held at:

Location Brisbane Riverview Hotel, Corner Kingsford Smith Drive and Hunt Street, Hamilton, Queensland 4007 Date Friday 24 June 2011 Time 10am

This meeting is being convened in accordance with section 249D Corporations Act, due to a request by the Requisitioning Shareholders.

Special Resolution to wind up CMI Limited

cMi liMited acn 050 542 553

Notice is given that a general meeting of CMI Limited will be held at 10.00am (Brisbane time) on 24 June 2011 at Brisbane Riverview Hotel, Corner Kingsford Smith Drive & Hunt Street, Hamilton, Queensland.

Special buSineSS

To vote on the following resolution as a special resolution:

‘That pursuant to Sections 491 and 495 of the Corporations Act, CMI Limited be voluntarily wound up and that John Richard Park and Robert William Hutson of KordaMentha (Qld), having consented to act, are hereby appointed liquidators of CMI Limited.’

Dated 16 May 2011.

By order of the board

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Sharyn Williams

Company secretary

noteS

• (a) A shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (b) The Company’s Constitution provides that both Ordinary shareholders and Class A shareholders are entitled to vote on a Special Resolution to wind-up the Company.

• (c) The only item of business at the meeting is to vote on the resolution regarding winding up.

• (d) A Special Resolution requires more than 75% of shareholders voting in favour to be passed.

• (e) The proxy need not be a shareholder of the Company. A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (f) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form. Alternatively, members may lodge proxy votes by logging in at www.linkmarketservices.com.au and clicking on the ‘Proxy Voting’ icon in the top right hand corner of the home page.

• (g) A corporation may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act 2001 (Cth) 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.

• (h) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company’s register of shareholders as at 7.00pm (Sydney time) on 22 June 2011.

• (i) If you have any queries on how to cast your votes call Sharyn Williams on 07 3865 9969 during business hours.

Voting reStrictionS

There are no restrictions on voting under ASX Listing Rule 14.11.

CMI LIMITED NoTICE of GENEraL MEETING

1

Explanatory memorandum

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Special buSineSS

ResolutioN to wiNd up CMi liMited

The requisition to call a meeting to wind up CMI Limited

• 1 On 27 April 2011, the Directors received a notice from the Requisitioning Shareholders requiring the Directors to convene a general meeting of the Company to consider and vote on the voluntary winding up of the Company and the appointment of the Proposed Liquidators for that purpose. The Proposed Liquidators have provided their written consent to be appointed as liquidators for the purpose of winding up the Company.

• 2 The Requisitioning Shareholders, as holders of more than 5% of the Ordinary Shares are entitled, under the Corporations Act, to request such a meeting. The costs of calling and holding the meeting are required to be met by the Company.

• 3 Shareholders should note that the meeting is not being convened voluntarily by the Board and the resolution to wind up CMI Limited or appoint the Proposed Liquidators has not been proposed by the Board.

about the requiSitioning ShareholderS

• 4 As at the date of this notice, the Requisitioning Shareholders, collectively, hold the following Shares:

• (i) Approximately 5.7% or 1,910,245 Ordinary Shares

• (ii) Approximately 21.4% or 5,997,504 Class A Shares

• 5 The Requisitioning Shareholders and their interests in Shares are set out in Annexure A.

• 6 The Requisitioning Shareholders have, in accordance with section 249P Corporations Act, provided a statement regarding the resolution which is contained in Annexure B.

coMMentS in relation to the requiSitioning ShareholderS’ StateMent

• 7 A statement prepared by the Requisitioning Shareholders is attached. The Company does not support or agree with the statement and in particular makes the following points:

• (i) The Board has not carried out any independent sale valuation of the Company’s businesses or other assets and can therefore make no comment on the various valuation claims made in the Requisitioning Shareholders’ statement. Further, valuations for the sale of businesses conducted in the normal course in the market may be significantly different from values realised from sales by liquidators undergoing a forced sale process.

• (ii) The distribution of net proceeds between Ordinary shareholders and Class A shareholders will be impacted by Clause 30.10 of the Company’s Constitution which provides that each Class A share will be entitled to the face value of $1.20 plus

“ the amount of any Dividend (whether declared or not) calculated on a daily basis (assuming a 365 day year) throughout the period from and including the date of the preceding Dividend Payment Date to the date of commencement of the winding-up ”

This has not been taken into account by the Requisitioning Shareholders in calculating the amount of net proceeds to be received by each class of shareholder. The effect is to significantly increase the distribution to the Class A shareholders and to significantly decrease the distribution to the Ordinary shareholders on a winding-up as proposed by the requisitioners.

The Requisitioning Shareholders hold 5.7% Ordinary Shares but hold 21.4% Class A Shares.

• (iii) The publication in the media of this action by the Requisitioning Shareholders to wind-up the Company has an effect on the Company’s businesses in that employees, suppliers and customers become aware of the action and this can potentially have a negative effect on the Company’s operations.

• (iv) In accordance with section 493A Corporations Act, unless the Proposed Liquidators agree unconditionally, Shareholders will not be able to transfer their Shares if the resolution is passed.

recoMMendation:

The Board rejects the basis of the resolution and strongly recommends that shareholders vote against the resolution to

wind-up the Company.

CMI LIMITED NoTICE of GENEraL MEETING

2

Definitions

cMi liMited acn 050 542 553

A number of capitalised terms are used throughout this Notice of Meeting and Explanatory memorandum. Except to the extent the context otherwise requires:

Term	Defnition
ASX	means ASX Limited ACN 008 624 691
Board	means the Directors acting collectively
Class A Shares	means Class A shares in the capital of the Company
Company	means CMI Limited ACN 050 542 553
Constitution	means the constitution of the Company
Corporations Act	means the_Corporations Act 2001_(Cth)
Directors	means the directors of the Company
Proposed Liquidators	means John Richard Park and Robert William Hutson of KordaMentha
	(Qld)
Requisitioning Shareholders	means the Shareholders set out in Annexure A
Special Resolution	means a resolution passed by Shareholders with at least 75% of the votes cast
	by Shareholders on the resolution.
Ordinary Shares	means ordinary fully paid shares in the capital of the Company
Shares	means Ordinary Shares and Class A Shares
Shareholders	means holders of Shares

CMI LIMITED NoTICE of GENEraL MEETING

3

Annexure A

cMi liMited acn 050 542 553

Requisitioning Shareholders and their interests in Shares

Requisitioning Shareholder	Ordinary Shares % Class A Shares %
Mr Gerald Francis Pauley	273,637 0.8107 308,405 1.1012
Contemplator Pty Ltd	172,405 0.5108 713,237 2.5468
Ausco Group Pty Ltd	167,000 0.4948 50,000 0.1785
Mrs Vera Kalabric	155,000 0.4592 19,850 0.0709
Velkov Funds Management Limited	150,000 0.4444 308,900 1.1030
Mr Erik Karl Metanomski & Mrs Jarnah Maree Metanomski	174,893 0.5182 46,382 0.1656
Mr Gerald Francis Paul & Mr Michael James Pauley	109,966 0.3258 426,041 1.5213
Atkone Pty Ltd	100,000 0.2963 163,734 0.5847
Ruminator Pty Ltd	73,461 0.2176 45,833 0.1637
Mrs Jennifer Anne Deem & Mr Aiden Mark Deem	72,692 0.2154 11,000 0.0393
Mr Grant Lloyd Talbot & Mr Daphne Maureen Talbot	70,000 0.2074 82,000 0.2928
Cameron Research Group Pty Limited	66,940 0.1983 85,000 0.3035
Mr Elvis Kalabric	61,540 0.1823 29,850 0.1066
Ms Meera Frances Finnigan	52,571 0.1558 50,000 0.1785
Mr David John Taylor & Mrs Camilla Taylor	50,000 0.1481 15,000 0.0536
Mr John Grey Winch & Mrs Dellice Ivy Winch	46,915 0.1390 32,299 0.1153
Aust Executor Trustees Ltd	33,936 0.1005 450,495 1.6086
Psychodynamic Psychological Services Pty Ltd	19,000 0.0563 87,161 0.3112
Mr Philip Vincent Warry & Mrs Christine Despina Warry	16,272 0.0482 4,000 0.0143
Mr Michael James Pauley	15,000 0.0444 30,000 0.1071
Dr Stephen Alan Langford & Dr Elizabeth Jane Green	12,564 0.0372 0 0.0000
Dr Stephen Alan Langford & Dr Elizabeth Jane Green	8,564 0.0254 10,000 0.0357
Dr Gordon Bradley Elkington	7,289 0.0216 317 0.0011
Trojan Equity Limited	600 0.0018 3,028,000 10.8122
TOTAL	1,910,245 5.66% 5,997,504 21.42%

CMI LIMITED NoTICE of GENEraL MEETING

4

Annexure B

cMi liMited acn 050 542 553

Section 249P statement from the Requisitioning Shareholders

CMI LIMITED NoTICE of GENEraL MEETING

5

cMi liMited acn 050 542 553

Annexure B

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CMI LIMITED NoTICE of GENEraL MEETING

6

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cMi liMited acn 050 542 553

LODGE YOUR VOTE

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
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ONLINE

www.investorcentre.linkmarketservices.com.au

By mail:  CMI Limited  [By fax:][ 02 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 02 8280 7454

X99999999999

X99999999999

ShAREhOLDER VOTING FORM

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

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered shareholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at 10:00am on Friday, 24 June 2011, at Brisbane Riverview hotel, Corner Kingsford Smith Drive & hunt Street, hamilton, QLD and at any adjournment or postponement of the meeting.

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

Resolution 1

VOTING DIRECTIONS

For Against Abstain *

That pursuant to Sections 491 and 495 of the Corporations Act, CMI Limited be voluntarily wound up and that John Richard Park and Robert William Hutson of KordaMentha (Qld), having consented to act, are hereby appointed liquidators of CMI Limited.

 * 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.

STEP 3

SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED

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

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

CMI PRX101

hOW TO COMPLETE ThIS PROXY FORM

Your Name and Address

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

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You 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.

• (b) return both forms together.

Signing Instructions

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

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

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

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

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

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 22 June 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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

 ONLINE

www.investorcentre.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:

02 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 Extraordinary General Meeting, please bring this form with you. This will assist in registering your attendance.