18 July 2011 For personal use only - asx.com.au · PDF fileCMA Corporation Limited –...

CMV20110718-302

18 July 2011 Company Announcements Australian Securities Exchange Level 8 Exchange Plaza 2 The Esplanade Perth WA 6000

ANNOUNCEMENT - Lodgement of Prospectus for Conditional Entitlement Offer

CMA Corporation Limited (CMA) (ASX: CMV) has lodged today with the Australian Securities and Investments Commission (ASIC) the attached Prospectus in relation to retail component for an 8-for-1 pro-rata accelerated non-renounceable conditional entitlement offer of shares in CMA. Yours faithfully,

Trevor Schmitt Company Secretary CMA Corporation Limited

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CMV20110718-302

CMA Corporation Limited ABN 40 113 329 016

Conditional Entitlement Offer

Details of a 8 for 1 non-renounceable pro-rata Entitlement Offer of Shares in CMA Corporation Limited at an Offer Price of $0.01 per Share

The Retail Entitlement Offer closes at 5.00pm (AEST) on Wednesday 24 August 2011

The Entitlement Offer is fully underwritten by Austock Securities Limited (ABN 51 053 513 438)

The issue of Shares under the Entitlement Offer is subject to Shareholder approval at CMA's General Meeting to be held on 17 August 2011. Therefore, the Entitlement Offer is a conditional offer.

IMPORTANT NOTICE

THIS PROSPECTUS IS A SEPARATE AND DIFFERENT PROSPECTUS TO THE PROSPECTUS THAT WAS LODGED BY CMA WITH ASIC ON 15 JUNE 2011 (PREVIOUS PROSPECTUS).

THE OFFER UNDER THE PREVIOUS PROSPECTUS HAS BEEN WITHDRAWN BY CMA. THAT OFFER, THEREFORE, CANNOT BE ACCEPTED BY YOU. THE ONLY AVAILABLE OFFER FROM CMA FOR SHAREHOLDERS TO SUBSCRIBE FOR CMA SHARES IS THE OFFER CONTAINED WITHIN THIS PROSPECTUS. F

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CMA Corporation Limited – Entitlement Offer| page 2 CMV20110718-302

Important information This Prospectus is dated 18 July 2011 and was lodged with ASIC on that date by CMA Corporation Limited ABN 40 113 329 016 (CMA). This Prospectus expires on 17 July 2012. No Shares will be issued on the basis of this Prospectus after that expiry date.

You should read this Prospectus carefully and in its entirety before deciding whether to invest in the Shares to be issued under this document. In particular, you should consider the risk factors that could affect the performance of the CMA Group or the value of an investment in CMA, some of which are outlined in Section 5 of this Prospectus. If Eligible Shareholders are in any doubt on these matters, they should consult their legal, financial, taxation or other professional adviser before applying for Shares under the Entitlement Offer.

The information contained in this Prospectus is not investment or financial product advice and does not take into account the investment objectives, financial situation, tax position or particular needs of individual investors. Before deciding whether to apply for the Shares to be issued under this Prospectus, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. The potential tax effects of the Entitlement Offer will vary between investors. A summary of potential Australian tax implications for Australian resident Eligible Retail Shareholders is contained in Section 6 of this Prospectus. However, you should satisfy yourself of any possible tax consequences by consulting your professional tax adviser and obtaining your own independent specific tax advice having regard to your particular circumstances.

Entitlements are not transferable. Eligible Retail Shareholders should carefully read and follow the instructions in Section 2 of this Prospectus and on the back of the accompanying Entitlement and Acceptance Form when making the decision to invest in Shares.

CMA has applied for the grant by ASX of official quotation of the Shares to be issued under the Entitlement Offer.

Each of ASIC and ASX, and their respective officers, takes no responsibility for the contents of this Prospectus.

Prospectus availability

Eligible Retail Shareholders will be mailed a copy of this Prospectus, together with a personalised Entitlement and Acceptance Form. Any Eligible Retail Shareholder who wishes to obtain an additional copy of this Prospectus can do so by calling the Shareholder Information Line as detailed below.

The Corporations Act prohibits any person from passing on an Entitlement and Acceptance Form to another person unless it is accompanied by a hard copy of this complete Prospectus.

Any references to documents or other information included on CMA's website are provided for convenience only, and none of the documents or other information on the website is incorporated by reference in this Prospectus.

Future performance and forward-looking statements

Neither CMA nor any other person warrants or guarantees the future performance of the Shares to be issued under the Entitlement Offer or any return on any investment made pursuant to this Prospectus. Past performance is not indicative of future performance.

The pro-forma historical financial information provided in this Prospectus is for illustrative purposes only and is not represented as being indicative of CMA's or its Directors' view on CMA's future financial condition and/or performance. This Prospectus details some important factors and risks that could cause members of the CMA Group's actual results to differ from the forward-looking statements in the Prospectus. Section 5 of this Prospectus provides further details on the risks associated with an investment in Shares.

The forward-looking statements in this Prospectus are based on the Directors' current expectations about future events and the Directors believe that there are reasonable grounds for those statements. They are, however, subject to known and unknown risks (including but not limited to the risks outlined in Section 5), uncertainties and assumptions many of which are outside the control of CMA and its Directors which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward-looking statements in this Prospectus. Forward looking statements include those containing such words as 'anticipate', 'estimates', 'should', 'will', 'expects', 'plans' or similar expressions.

Australia

This Prospectus contains an offer to Eligible Retail Shareholders in Australia of continuously quoted securities (as defined in the Corporations Act) of CMA and has been prepared in accordance with section 713 of the Corporations Act. In preparing this Prospectus, regard has been had to the fact that CMA is a disclosing entity for the purposes of the

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Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers whom investors may consult.

Foreign persons

This Prospectus has been prepared to comply with the requirements of the securities laws of Australia. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the Shares to be issued under the Entitlement Offer, or otherwise permit the public offering of the Shares, in any jurisdiction other than Australia or New Zealand. Specific information is included in Section 8.16 for Shareholders who are in New Zealand, the United States, Singapore, the United Kingdom and Germany.

Neither this Prospectus, nor the accompanying Entitlement and Acceptance Form, constitute an offer to sell, or the solicitation of an offer to buy, any securities in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Prospectus outside Australia may be restricted by law. If you come into possession of this Prospectus, you should observe any such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. The return of a duly completed Entitlement and Acceptance Form and cheque for payment of any Application Monies or payment of any Application Monies for Shares to be issued under the Retail Entitlement Offer by BPAY®1

Disclaimer of representations

will be taken by CMA to constitute a representation and warranty made by the Applicant to CMA that there has been no breach of such laws.

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Prospectus.

Any information or representation that is not in this Prospectus may not be relied on as having been authorised by CMA or Austock nor their respective related bodies corporate in connection with the Entitlement Offer. Neither CMA or its Directors or any other person warrants or guarantees the future performance of CMA or any return on any investment made pursuant to this Prospectus.

Defined words and expressions

Some words and expressions used in this Prospectus have defined meanings, which are explained in the Glossary in Section 9.

A reference to time in this Prospectus is to Australian Eastern Standard Time, unless otherwise stated. All financial amounts in this Prospectus are expressed in Australian dollars, unless otherwise stated.

General Meeting

On 17 August 2011, CMA will hold the General Meeting to consider the Proposed Resolutions. The Notice of Meeting for the General Meeting has been released to ASX and will be sent to CMA Shareholders. Unless the Proposed Resolution to approve the Entitlement Offer is passed at the General Meeting, the Entitlement Offer will not proceed and no Shares will be issued under this Prospectus.

Consolidation

Unless stated otherwise, all Share numbers and prices in this Prospectus are on a pre-Consolidation basis.

Enquiries

If you are an Eligible Retail Shareholder and have any questions in relation to the Entitlement Offer, please contact your stockbroker, accountant or other professional adviser.

If you have questions in relation to the existing Shares upon which your Entitlement has been calculated, or how to complete the Entitlement and Acceptance Form or take up all or part of your Entitlement (or apply for Additional Shares), please call the Shareholder Information Line as set out below:

1. within Australia 1300 581 892 (local call cost); and

2. outside Australia +61 3 9938 4338.

The Shareholder Information Line is open from 9.00am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.

1 BPAY® Registered to BPAY Pty Ltd ABN 69 079 137 518.

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Contents

Important information 2

What should you do? 5

Chairman's letter 6

Key dates 9

Summary of key risks 10

Frequently asked questions 12

Section 1 – Details of the Entitlement Offer 17

Section 2 – Actions required by Eligible Retail Shareholders and how to apply 22

Section 3 – Overview of CMA 27

Section 4 – Effect of the Entitlement Offer on CMA 30

Section 5 – Risk factors 32

Section 6 – Australian taxation implications 42

Section 7 – Summary of the material terms of the Underwriting Agreement45

Section 8 – Additional information 50

Section 9 – Glossary 63

Section 10 – Corporate directory 68

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What should you do? This Prospectus contains important information in relation to the Retail Entitlement Offer. You should read it carefully and in its entirety, including Section 5 which contains a summary of the major risks associated with an investment in Shares and Section 6 which contains a general summary of the Australian tax implications associated with the Retail Entitlement Offer for Australian resident Eligible Retail Shareholders. If you are in doubt as to what you should do, you should seek appropriate professional advice before making an investment decision. If you are an Eligible Retail Shareholder, you may choose to take up all, part or none of your Entitlement, and may also choose to apply for Additional Shares in excess of your Entitlement. Please see Section 2 for further details on how to take up your Entitlement and how to apply for Additional Shares in excess of your Entitlement.

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Chairman's letter Dear Shareholder

On behalf of the Board of CMA Corporation Limited (CMA), I am pleased to invite you to participate in a fully underwritten 8 for 1 accelerated non-renounceable pro-rata Entitlement Offer at an Offer Price of $0.01 per Share to raise gross proceeds of approximately $77.5 million (Entitlement Offer).

1 Background to this Entitlement Offer

On 4 May 2011, CMA announced a recapitalisation proposal with KKR Asset Management LLC (KAM). That proposal (the Superseded Recapitalisation Proposal) was contingent on Shareholder approval and would have resulted in the 'KAM Nominees' holding between 71% to 85.5% of CMA Shares.

Subsequently, CMA was approached by Austock with an alternative proposal to recapitalise CMA by way of the Entitlement Offer. Your Directors have compared the Superseded Recapitalisation Proposal and this Entitlement Offer (including their advantages and disadvantages) and have unanimously determined that the Entitlement Offer is a superior proposal to the Superseded Recapitalisation Proposal and in the best interest of CMA Shareholders.

Importantly, in comparison to the Superseded Recapitalisation Proposal, the new Entitlement Offer:

provides CMA with a higher price for the new Shares to be issued;

raises substantially more equity with gross proceeds of $77.5 million;

gives existing Shareholders the opportunity to avoid dilution of their Shareholdings by taking up their entitlements in the Entitlement Offer; and

gives existing Shareholders the opportunity to apply for Additional Shares.

Accordingly, your Directors have determined that CMA's recapitalisation will occur under this Entitlement Offer and the Superseded Recapitalisation Proposal will not proceed.

From the net proceeds of this Entitlement Offer, CMA will make a mandatory principal repayment of $5 million owed to its lenders under CMA's Existing Facility Agreements. The balance of the net proceeds of the Entitlement Offer will be:

primarily retained by CMA to be available to repay debt upon the refinancing of the Existing Facility Agreements, which expire on 1 January 2012; and

otherwise used for working capital purposes (principally to increase CMA's current inventory levels and to reduce its current level of trade creditors).

2 Details of this Entitlement Offer

Under this Entitlement Offer CMA is now conducting an accelerated non-renounceable rights issue of 8 new Shares per Share held at 7.00pm (AEST) on the Record Date (being 19 July 2011) and at the Offer Price of $0.01. The Entitlement Offer has two limbs, each of which is subject to the Entitlement Offer being approved by CMA Shareholders at the General Meeting to be held on 17 August 2011:

(a) an Institutional Entitlement Offer – under this limb, Eligible Institutional Shareholders have already been invited to take up all or part of their Entitlement. This occurred between 13 July 2011 and 14 July 2011 and CMA expects to raise gross proceeds of approximately $30 million from the Institutional Entitlement Offer; and

(b) a Retail Entitlement Offer – under this limb, Eligible Retail Shareholders are being offered the opportunity to acquire 8 new Shares for every Share they hold at 7.00pm (AEST) on the Record Date. Eligible Retail Shareholders may also apply for Additional Shares in excess of their

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Entitlement (however there is no assurance that they will be issued with Shares in excess of their Entitlement). The Retail Entitlement Offer closes at 5.00pm (AEST) on 24 August 2011. Please see Section 2 for further details on how to take up your Entitlement under this Prospectus.

The Entitlement Offer has been well supported by CMA's institutional shareholders and other institutional and strategic investors. Specifically:

(a) Scholz has agreed to invest up to approximately $32 million in CMA by taking up its full Entitlement under the Institutional Entitlement Offer and by partly sub-underwriting the Retail Entitlement Offer;

(b) Souls Private Equity Limited and its associate, Washington H. Soul Pattinson & Company Limited have agreed to invest up to approximately $12.5 million in CMA by taking up Souls' full Entitlement and by partly sub-underwriting the Retail Entitlement Offer; and

(c) Stemcor, an international steel trader, has agreed to invest up to approximately $13 million in CMA by partly sub-underwriting the Retail Entitlement Offer. The Stemcorp Group trades 20 million tonnes of steel and steel-making raw materials through its network of 125 offices in 45 countries. Stemcor's services span every step in the steel supply chain. Its core competencies are mining, trade finance, raw materials and steel trading, distribution and stockholding.

If the Entitlement Offer is approved at the General Meeting, CMA expects to receive the funds from the Institutional Entitlement Offer on or around 18 August 2011. Funds from the Retail Entitlement Offer are expected to be received on or around 30 August 2011.

CMA expects that the voluntary suspension of trading in Shares on ASX will be lifted after the completion of the new Entitlement Offer on or about 6 September 2011. It is expected that the Shares will commence trading on that date on a deferred settlement and post-Consolidation basis.

3 Your opportunity to participate in the Retail Entitlement Offer

The Retail Entitlement Offer, in which I invite you to participate, is expected to raise gross proceeds of approximately $45.5 million for CMA.

For information on how to take up all or part of your Entitlement (and for how to apply for Shares in excess of your Entitlement), please see Section 2 of this Prospectus. To participate in the Retail Entitlement Offer, you will need to complete and return your personalised Entitlement and Acceptance Form with your cheque, bank draft or money order using the reply paid envelope provided or make a payment via BPAY®. Please note that the Closing Date for receipt of Entitlement and Acceptance Forms and Application Monies is 5.00pm (AEST) on 24 August 2011.

Entitlements cannot be traded on ASX or any other exchange, nor can they otherwise be transferred. You will not receive any amounts in respect of Entitlements that you do not accept, whether that is by choice or because you are ineligible to participate in the Retail Entitlement Offer. If you do not take up all of your Entitlement or are ineligible to participate in the Retail Entitlement Offer, your percentage shareholding in CMA will be reduced following the issue of Shares under the Entitlement Offer.

4 Other information

Following the issue of Shares under the Entitlement Offer, CMA proposes to undertake a Consolidation of its Shares such that every 40 Shares held by each Shareholder will be converted into 1 Share on 12 September 2011. The Consolidation is subject to the approval of Shareholders at the General Meeting.

There are risks associated with an investment in CMA, as well as risks that are specific to an investment in CMA after the Entitlement Offer has been implemented. Some of these risks are summarised for you on page 10 and discussed in detail in Section 5 of this Prospectus. You should read the contents of this Prospectus carefully and in its entirety before deciding whether to take up your Entitlement.

On behalf of the Directors of CMA, I thank you for your ongoing support of CMA and encourage you to consider this investment opportunity.

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Yours sincerely

Parag-Johannes Bhatt Chairman

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Key dates

Institutional Entitlement Offer opened 13 July 2011

Institutional Entitlement Offer closed 14 July 2011

Prospectus lodged with ASIC 18 July 2011

Record Date for the Entitlement Offer (7.00pm AEST) 19 July 2011

Retail Entitlement Offer opens 21 July 2011

Despatch of Prospectus 21 July 2011

General Meeting to approve Entitlement Offer and Consolidation 17 August 2011

Settlement of the Shares under the Institutional Entitlement Offer 18 August 2011

Issue of Shares under the Institutional Entitlement Offer 19 August 2011

Retail Entitlement Offer closes (5.00pm AEST) 24 August 2011

Settlement of Shares under the Retail Entitlement Offer 30 August 2011

Issue of Shares under the Retail Entitlement Offer 31 August 2011

Despatch of pre-Consolidation holding statements for Shares issued under the Retail Entitlement Offer

1 September 2011

Shares expected to commence trading on ASX on a post-Consolidation and deferred settlement basis

6 September 2011

Last day for CMA to register transfer of Shares on a pre-Consolidation basis

12 September 2011

First day for CMA to register transfer of Shares on a post-Consolidation basis

13 September 2011

Despatch of holding statements for Shares on a post-Consolidation basis 19 September 2011

Trading on a normal settlement basis expected to commence 20 September 2011

The above timetable is indicative only and subject to change. The commencement of quotation of Shares to be issued under the Entitlement Offer is subject to confirmation from ASX. CMA, subject to the Corporations Act, the Listing Rules and other applicable laws, has the right to vary any of the above dates and times without notice. In particular, and subject to the Corporations Act and Listing Rules and other applicable laws, CMA reserves the right to extend the Closing Date for the Retail Entitlement Offer, to accept late Applications either generally, or in particular cases, or to withdraw all or part of the Retail Entitlement Offer without prior notice. F

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Summary of key risks In addition to normal risks affecting any stock exchange listed equity investment, an investment in Shares to be issued under the Entitlement Offer is subject to risks associated with the CMA Group's operations as well as general economic and investment risks. Specific details of some of the key risks are provided in Section 5 and these are summarised for you below.

The list below is not exhaustive and Shareholders should read Section 5 carefully before deciding whether to invest in Shares to be issued under the Entitlement Offer.

Risks associated with the Entitlement Offer

1. Lengthy suspension from ASX quotation – CMA's Shares have been voluntarily suspended from quotation on ASX since 19 February 2010. Accordingly, there is no recent trading guidance as to the value of CMA Shares and the last trading price of Shares on ASX is not a reliable guide as to the future Share price.

2. Dilution – Your holding of existing Shares will be significantly diluted if you do not take up your full Entitlement (or you are not eligible to do so), as a result of the significant number of Shares to be issued under the Entitlement Offer.

3. Liquidity of Shares – With Scholz expected to maintain or slightly increase its current percentage Shareholding of approximately 40%, and Souls and Stemcor potentially acquiring up to approximately 15% each, as a result of taking up entitlements and/or sub-underwriting the Entitlement Offer, the liquidity of CMA Shares may be lower than was the case before the voluntary suspension of CMA Shares from ASX quotation in February 2010.

Risks associated with the business of the CMA Group

CMA is subject to both specific risks to its business and risks of a general nature. Specific risks that are associated with the business of the CMA Group include:

1. Financing risk – CMA has borrowed significant sums of money to finance and develop its business and operations. CMA's facilities under the Existing Facility Agreements currently expire on 1 January 2012. CMA will be required to refinance its facilities prior to that time. If CMA is unable to repay the total amount owing under its Existing Facility Agreements or to refinance on or before 1 January 2012, an event of default may arise. If there is an event of default (whether due to non-payment or some other event of default under the terms of the Existing Facility Agreements), then subject to any applicable remedies, grace periods or waivers, CMA's financiers would be entitled to exercise certain enforcement rights. This may impact on CMA's ability to operate as a going concern, as the financiers could appoint receivers and managers to CMA and/or otherwise enforce their securities and sell assets to recover their respective debts.

2. Commodity prices and margins – The profitability of CMA's scrap metal division is subject to fluctuations in international market prices and dependent on demand. Any fall in these prices may adversely affect CMA's financial performance.

3. Competition – CMA faces competition on an international or regional basis from other operators in its markets. In particular, major competitors in the scrap metal trading division are significantly larger than CMA.

4. Environmental – A number of sites occupied by CMA have been identified as being contaminated or may potentially be contaminated. Whilst CMA monitors environmental issues, has appropriate environmental licences for its operations and has environmental management procedures, there is no assurance that CMA's operations will not be affected by an environmental incident or subject to environmental liabilities.

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5. Licensing – The CMA Group requires licences, permits or other authorisations for a number of its existing operations. The failure to obtain or maintain, or changes to conditions attaching to, any such licence, permit or other authorisation may prevent the CMA Group from undertaking operations.

6. Leasehold sites – CMA leases most of the premises from which it operates and its financial performance could be materially adversely affected if the leases in respect of its current premises are terminated prior to the expiration of the lease due to default by CMA or not renewed or are not renewed on terms reasonably acceptable to CMA.

7. Litigation, disputes and claims – CMA is currently involved in several disputes, forms of litigation and claims. An adverse result may have a material adverse effect on CMA's reputation, future financial performance and position. In particular, a member of the CMA Group is in dispute with John Holland Pty Limited for which John Holland's counter claim is estimated to be in the amount of $16.5 million.

8. Customers and dealers – CMA relies upon relationships with a number of customers and dealers within the scrap metal sectors in which it operates in order to maintain and grow its market share. Any deterioration of any of these existing relationships with CMA's customers and dealers could result in adverse financial implications for CMA.

9. Loss of key personnel – Over the last year or so a number of senior staff members of the CMA Group have either resigned, been terminated or been made redundant.

10. Occupational health and safety risk and industrial incidents - CMA's operations are potentially dangerous activities and involve risk to both property and personnel, and there is a risk of industrial incidents leading to serious injury or death, damage to property or contamination of the environment, which may have a material adverse effect on CMA.

In addition to the specific risks set out above, potential investors should be aware of the following general risk factors:

1. Economic conditions – Changes in Australian and world economic conditions may adversely affect CMA's financial performance (including prospects for growth and the level of profit margins) or the price of Shares. These general conditions may impact on the demand for products and services of the CMA Group as well input costs for the CMA Group.

2. Legal and regulatory changes – CMA's activities are subject to laws, regulations and policies of Australia, New Zealand and other governments. Ensuring compliance with these laws and regulations involves costs and there is a risk that this may have an adverse effect on CMA's future cash flows, earnings, results of operations and financial condition.

3. Investing in listed securities – The price at which the Shares trade on ASX may be affected by the financial and operational performance of the CMA Group (including as a result of the risks identified above) but may also be influenced by numerous external factors over which the Directors and CMA have no control.

CMA experienced significant NPAT losses in the 2009 and 2010 financial years and in the six months to 31 December 2010. While the Directors expect that CMA's business performance will improve, CMA may experience future downturns in profitability which could impact the ability of CMA to meet its financial obligations under its debt facilities.

The Directors consider that it is unlikely that any dividend will be paid on CMA Shares in respect of FY2011.

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Frequently asked questions

Question Answer More information

Background to the Entitlement Offer

What is the purpose of the Entitlement Offer?

The purpose of the Entitlement Offer is to raise gross proceeds of approximately $77.5 million by issuing approximately 7,746 million new Shares at $0.01 per Share.

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What is the background to the Entitlement Offer?

Since CMA was voluntarily suspended from quotation on ASX on 19 February 2010 the Board has conducted a comprehensive process exploring possibilities to recapitalise the Company. Your Directors have now decided that CMA will conduct the Entitlement Offer described in this Prospectus.

Chairman's letter on page 6

What will CMA use the funds raised under the Entitlement Offer for?

From the net proceeds of the Entitlement Offer, CMA will make a mandatory principal repayment of $5 million under the Existing Facility Agreements. Otherwise the net proceeds of the Entitlement Offer will be:

1. primarily retained by CMA to be available to it to repay debt upon the refinancing of CMA's Existing Facility Agreements which expire on 1 January 2012; and

2. otherwise used for working capital purposes (principally to increase CMA's current inventory levels and to reduce its current level of trade creditors).

Section 1.2

What has happened to the Superseded Recapitalisation Proposal and general meeting?

On 4 May 2011, CMA announced the Superseded Recapitalisation Proposal. That proposal included an 'Investor Placement', 'Debt Restructure', 1 for 1 entitlement offer and entry into a 'Monitoring Agreement', all of which were contingent on Shareholder approval and would have resulted in the 'KAM Nominees' holding between 71% to 85.5% of CMA Shares.

Subsequently, CMA was approached by Austock with an alternative proposal to recapitalise CMA by way of the Entitlement Offer under this Prospectus. Your Directors compared the Superseded Recapitalisation Proposal and this Entitlement Offer (including their advantages and disadvantages) and determined that the Entitlement Offer is a superior proposal to the Superseded Recapitalisation Proposal and in the best interest of CMA Shareholders.

Accordingly, your Directors have determined that CMA's recapitalisation will occur under this Entitlement Offer and the Superseded Recapitalisation Proposal will not proceed. The Previous Subscription Agreement with KAM has been terminated and the general meeting to consider the Superseded Recapitalisation Proposal has been cancelled.

As a result of CMA's termination of the Previous Subscription Agreement, CMA has paid KAM a break fee of $302,000.

Chairman's letter on page 6

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What is the financial effect of the Entitlement Offer on CMA?

Please see Sections 4.1 and 4.2 for details of the effect of the Entitlement Offer on CMA's financial position and issued capital.

Sections 4.1 and 4.2

Details of the Entitlement Offer

What is your Entitlement?

Each Eligible Retail Shareholder is entitled to subscribe for 8 Shares for every 1 existing Share held as at 7.00pm (AEST) on the Record Date. If you are an Eligible Retail Shareholder, your Entitlement is set out in the personalised Entitlement and Acceptance Form which accompanies this Prospectus.

Section 1.4(a)

Can you apply for Shares in excess of your Entitlement?

Yes, if you are an Eligible Retail Shareholder you may apply for Shares in excess of your Entitlement. However, you are not assured of being allocated any Additional Shares in excess of your Entitlement.

If you are an Eligible Retail Shareholder who is issued with less than the number of Additional Shares that you applied for, you will be sent a refund payment for the relevant amount of Application Monies (without interest) not applied towards the issue of Additional Shares, as soon as practicable following the Closing Date.

Section 1.4(a)

What are the specific components the Entitlement Offer?

CMA's Entitlement Offer is an accelerated non-renounceable entitlement offer. The Entitlement Offer is made to Eligible Shareholders to subscribe for up to 8 Shares for every 1 existing Share at the Offer Price. The time for determining Entitlements to participate in the Entitlement Offer is 7.00pm (AEST) on the Record Date.

The Entitlement Offer comprises two limbs, each of which is subject to the Entitlement Offer being approved by CMA Shareholders at the General Meeting to be held on 17 August 2011:

1. an Institutional Entitlement Offer – under this limb, Eligible Institutional Shareholders have already been invited to take up all or part of their Entitlement. This occurred between 13 July 2011 and 14 July 2011 and CMA expects to raise gross proceeds of approximately $30 million from the Institutional Entitlement Offer; and

2. a Retail Entitlement Offer – under this limb, Eligible Retail Shareholders are being offered the opportunity to acquire 8 Shares for every Share they hold at 7.00pm (AEST) on the Record Date. Eligible Retail Shareholders may also apply for Additional Shares in excess of their Entitlement (however there is no assurance that they will be issued with Shares in excess of their Entitlement). The Retail Entitlement Offer closes at 5.00pm (AEST) on 24 August 2011. Please see Section 2 for further details on how to take up your Entitlement under this Prospectus.

Section 1.3

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Is the Entitlement Offer underwritten?

The Entitlement Offer is fully underwritten by Austock. The Underwriting Agreement contains a number of conditions precedent and termination rights for Austock. Please see Section 7.2 for a summary of the key terms of the Underwriting Agreement.

Section 7.2

When is it expected that CMA Shares recommence trading on ASX?

It is expected that CMA Shares will recommence trading on ASX on a post-Consolidated and deferred settlement basis on or around 6 September 2011. Normal settlement trading is expected to commence on or around 20 September 2011.

Key dates on page 9

Key risks associated with an investment in Shares

What are the key risks associated with an investment in Shares?

Some of the key risks associated with an investment in Shares issued under the Entitlement Offer are described in Section 5 (and summarised on page 10). These include risks specific to CMA, risks specific to the Entitlement Offer and general risks. Shareholders are encouraged to read Section 5 in its entirety as part of their decision whether to acquire further Shares in CMA.

Section 5 and as summarised on

page 10

Participation in the Retail Entitlement Offer

Who is an Eligible Retail Shareholder?

An Eligible Retail Shareholder is a person who at 7.00pm (AEST) on the Record Date:

1. has a registered address in Australia or New Zealand;

2. is not in the United States and is not a US Person or acting for the account or benefit of a US Person;

3. is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer; and

4. is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder.

Section 1.4(b)

What can you do with your Entitlement?

There are four things you can do with your Entitlement. You can either:

1. take up all of your Entitlement and apply for Additional Shares in excess of your Entitlement;

2. take up all of your Entitlement but not apply for Additional Shares in excess of your Entitlement;

3. take up some of your Entitlement; or

4. decline to take up any of your Entitlement.

Entitlements cannot be traded on ASX or any other exchange, nor can they otherwise be transferred.

If you do nothing, then a number of new Shares equal to the number of new Shares not taken up under your Entitlement will be made available to Eligible Retail Shareholders who apply for Additional Shares in excess of their Entitlement.

Section 2

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If there is not sufficient demand from Eligible Retail Shareholders who applied for Additional Shares in excess of their Entitlement then Austock will subscribe, or procure subscribers, for the new Shares the subject of your Entitlement.

You should note that if you do not take up your full Entitlement, you will not receive any amounts in respect of Entitlements that you do not accept, and your percentage shareholding in CMA will be reduced following the issue of new Shares under the Entitlement Offer.

How do I participate in the Retail Entitlement Offer?

If you are an Eligible Retail Shareholder and wish to take up all or part of your Entitlement under the Retail Entitlement Offer (or wish to take up all of your Entitlement and also apply for Additional Shares in excess of your Entitlement), you have the following two options:

• Option 1: If paying by cheque, bank draft or money order, complete the personalised Entitlement and Acceptance Form in accordance with the instructions on that form, and return that form to the Share Registry together with the payment of the full Application Monies in respect of the Shares you wish to take up. The completed Entitlement and Acceptance Form and cheque, bank draft or money order must be received by the Share Registry before 5.00pm (AEST) on 24 August 2011 in the envelope enclosed with this Prospectus or otherwise at the following address: Computershare Investor Services Pty Limited, GPO Box 505, Melbourne Victoria 3001; or

• Option 2: If paying by BPAY®, pay the full Application Monies in respect of the Shares you wish to take up in accordance with the instructions on the personalised Entitlement and Acceptance Form. Payment by BPAY® must be received by the Share Registry before 5.00pm (AEST) on 24 August 2011.

If paying by BPAY®:

• you do not need to submit the personalised Entitlement and Acceptance Form but are taken to make the statements on that form; and

• you must check the processing cut-off time for BPAY® transactions with your financial institution, and take that into consideration when making payment, as that cut-off time may be earlier than the Closing Date.

Section 2

Can I trade or transfer my Entitlement?

No. Your Entitlement cannot be traded or transferred. Section 2.4(d)

What are the rights and liabilities attaching to Shares issued under the Entitlement Offer?

Shares issued under the Entitlement Offer will be fully paid and will be issued with the same rights and liabilities as existing Shares on issue at 7.00pm (AEST) on the Record Date.

Section 8.6

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What if I am a Shareholder at 7.00pm (AEST) on the Record Date but not an Eligible Retail Shareholder?

You will not be entitled to subscribe for Shares under the Retail Entitlement Offer. New Shares that would have been offered to you had you been an Eligible Retail Shareholder may be offered to other Shareholders who are Eligible Retail Shareholders and who apply for Additional Shares in excess of their Entitlements.

As the Entitlement Offer is non-renounceable, you will not be paid any money for Shares that would have been offered to you had you been an Eligible Retail Shareholder.

You should note that your percentage shareholding in CMA will be diluted (i.e. it will be reduced) following the issue of new Shares under the Entitlement Offer.

Section 2.1

What is my Entitlement if I become a Shareholder after 7.00pm (AEST) on the Record Date?

You will have no Entitlement if you become a Shareholder after 7.00pm (AEST) on the Record Date.

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What are the Australian tax implications of the Retail Entitlement Offer?

A general summary of the potential Australian tax implications for Australian resident Eligible Retail Shareholders is set out in Section 6. The summary is not intended to provide specific advice in relation to the circumstances of any particular Shareholder. Eligible Retail Shareholders should obtain their own tax advice from a suitably qualified adviser before deciding how to deal with their Entitlements.

Section 6

How can Eligible Retail Shareholders obtain further information?

If you would like further information you can:

• contact your stockbroker, accountant, solicitor and/or other professional adviser; and/or

• call the Shareholder Information Line on 1300 581 892 (within Australia) or on +61 3 9938 4338 at any time between 9.00am and 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.

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Section 1 – Details of the Entitlement Offer 1.1 Background

Since CMA was voluntarily suspended from quotation on ASX on 19 February 2010, the Board has conducted a comprehensive process exploring options for recapitalising CMA.

On 4 May 2011, CMA announced a recapitalisation proposal with KAM (referred to as the 'Superseded Recapitalisation Proposal').

Subsequently, CMA was approached by Austock with an alternative proposal to recapitalise CMA by way of the Entitlement Offer under this Prospectus.

Having considered the advantages and disadvantages of the Superseded Recapitalisation Proposal and the Entitlement Offer under this Prospectus, your Directors believe that the Entitlement Offer under this Prospectus is a superior proposal to the Superseded Recapitalisation Proposal and is in the best interests of CMA's Shareholders.

Accordingly, your Directors have decided that CMA should now conduct the Entitlement Offer described in this Prospectus to raise gross proceeds of approximately $77.5 million by issuing approximately 7,746 million Shares at the Offer Price.

The Superseded Recapitalisation Proposal will not proceed. The Previous Subscription Agreement with KAM has been terminated and the general meeting to consider the Superseded Recapitalisation Proposal has been cancelled. As a result of CMA's termination of the Previous Subscription Agreement, CMA has paid KAM a break fee of $302,000.

This new Entitlement Offer is subject to the approval of CMA Shareholders at the General Meeting to be held on 17 August 2011. CMA has dispatched to CMA Shareholders a notice of meeting to convene the General Meeting.

1.2 Purpose of the Entitlement Offer From the net proceeds of the Entitlement Offer, CMA will make a mandatory principal repayment of $5 million to its lenders under CMA's Existing Facility Agreements. The balance of the net proceeds of the Entitlement Offer will be:

(a) primarily retained by CMA to be available to repay debt upon the refinancing of the Existing Facility Agreements, which expire on 1 January 2012; and

(b) otherwise used for working capital purposes (principally to increase CMA's current inventory levels and to reduce its current level of trade creditors).

1.3 Overview of the Entitlement Offer

(a ) De ta ils o f the En title me n t Offer

The Entitlement Offer is structured as an accelerated non-renounceable entitlement offer of approximately 7,746 million Shares at the Offer Price of $0.01 per Share to raise gross proceeds of approximately $77.5 million. All Eligible Retail Shareholders are invited to subscribe for 8 Shares for every 1 existing Share held as at 7.00pm (AEST) on 19 July 2011 and may also apply for Additional Shares in excess of their Entitlement.

The Entitlement Offer is comprised of two parts, each of which is subject to the Entitlement Offer being approved by CMA Shareholders at the General Meeting to be held on 17 August 2011:

(i) an Institutional Entitlement Offer – Eligible Institutional Shareholders were invited to take up all or part of their Entitlement. The Institutional Entitlement Offer was conducted by

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Austock from 13 July 2011 to 14 July 2011. CMA expects to raise gross proceeds of approximately $30 million from the Institutional Entitlement Offer; and

(ii) a Retail Entitlement Offer – This is the offer under this Prospectus. Specifically, Eligible Retail Shareholders are being sent this Prospectus together with a personalised Entitlement and Acceptance Form and are required to decide whether to take up all or some of their Entitlement. Under the Retail Entitlement Offer Shareholders may also apply for Additional Shares in excess of their Entitlement (however there is no assurance that they will be issued with Shares in excess of their Entitlement). The Retail Entitlement Offer closes at 5.00pm (AEST) on 24 August 2011.

As noted above, the Institutional Entitlement Offer has already been completed, but the settlement of the Institutional Entitlement Offer remains subject to the approval of the Entitlement Offer at the General Meeting. Subject to that approval, Shares to be issued under the Institutional Entitlement Offer are expected to be issued on 17 August 2011 and to commence trading (on a post-Consolidation and deferred settlement basis) at the same time as Shares issued under the Retail Entitlement Offer, on or about 6 September 2011.

(b ) Underwriting o f the En title me n t Offe r

The Entitlement Offer has been fully underwritten by Austock pursuant to the Underwriting Agreement (please see Section 7.2 for further details).

(c ) No offe r to pa rtic ipa n ts in the Ins titu tiona l En title me n t Offe r

The Retail Entitlement Offer does not constitute an offer to any participants in the Institutional Entitlement Offer including:

(i) any Institutional Shareholders who received an offer (whether or not they accepted that offer), or who were allocated Shares, under the Institutional Entitlement Offer; or

(ii) a nominee for such an Institutional Shareholder, in respect of Shares held for such Institutional Shareholder.

1.4 Specific details on the Retail Entitlement Offer

(a ) Wha t is the o ffe r tha t is be ing ma de ?

Eligible Retail Shareholders are being offered the opportunity to acquire 8 Shares for every 1 existing Share held as at 7.00pm (AEST) on the Record Date at the Offer Price.

Eligible Retail Shareholders may also apply for Additional Shares in excess of their Entitlement.

CMA and Austock reserve, in their absolute discretion, the right to scale back any application for Additional Shares to the extent and manner that they see fit. The number of Additional Shares is limited to the number of Shares in respect of Entitlements that Eligible Retail Shareholders do not take up. There is no guarantee that you will receive any Additional Shares if you apply for them. Any surplus application monies received for more than your final allocation of Additional Shares will be refunded as soon as practicable after the Closing Date (and no interest will be paid on any application monies received or returned).

(b ) Who is e n title d to partic ipa te in the Re ta il En title me n t Offer?

The Retail Entitlement Offer is open only to Eligible Retail Shareholders. CMA and Austock reserve the right to reject any Application that they believe comes from a person who is not an Eligible Retail Shareholder. Eligible Retail Shareholders are those Shareholders who:

(i) are registered as a Shareholder as at 7.00pm (AEST) on the Record Date;

(ii) have a registered address in Australia or New Zealand;

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(iii) is not in the United States and is not a US Person or acting for the account or benefit of a US Person;

(iv) is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer; and

(v) is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder.

By returning a completed Entitlement and Acceptance Form, or making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy each of the above criteria.

(c ) Wha t ca n Eligible Reta il S hare holde rs s ubs cribe for?

Under the Retail Entitlement Offer, Eligible Retail Shareholders are entitled to subscribe for 8 Shares for every 1 existing Share held as at 7.00pm (AEST) on the Record Date at the Offer Price (this ratio is the same ratio for the issue of Shares under the Institutional Entitlement Offer). Eligible Retail Shareholders may also apply for Additional Shares in excess of their Entitlement (please see the instructions on the personalised Entitlement and Acceptance Form as to how you can do this or see Section 1.4(a) for further information).

The number of Shares for which an Eligible Retail Shareholder is entitled to subscribe for under their Entitlement is shown on the personalised Entitlement and Acceptance Form which accompanies the copy of this Prospectus sent to each Eligible Retail Shareholder.

(d ) How to a cce p t your En title me n t?

Please see Section 2 of this Prospectus for further details as to how to accept your Entitlement. Note that you may accept your Entitlement in full or in part, or may choose to let your Entitlement lapse (in which case you do not need to do anything). You may also apply for Additional Shares in excess of your Entitlement.

(e ) No tra d ing in En title me n ts

Entitlements under the Entitlement Offer are personal and not capable of being traded on ASX or any other exchange, transferred, assigned or otherwise dealt with.

1.5 Specific details on the Institutional Entitlement Offer

(a ) Ins titutiona l En title me nt Offer

The Institutional Entitlement Offer was conducted by Austock on behalf of CMA from 13 July 2011 to 14 July 2011. Subject to the approval of the Entitlement Offer by CMA Shareholders at the General Meeting, the Institutional Entitlement Offer is expected to raise gross proceeds of approximately $30 million for CMA, before expenses, through the issue of approximately 3,000 million Shares at the Offer Price. Subject to the General Meeting approval, settlement of the issue of Shares under the Institutional Entitlement Offer is expected to occur on 18 August 2011 and those Shares are expected to commence trading (on a post-Consolidation and deferred settlement basis) on ASX on 6 September 2011.

(b ) Who a gree d to inve s t in CMA unde r the Ins titu tiona l En title me n t Offe r a nd wha t other ins titu tiona l s upport was re ce ive d?

The Entitlement Offer has been well supported by CMA's major institutional shareholders and other institutional investors. Specifically:

(i) Scholz has agreed to invest up to approximately $32 million in CMA by taking up its full Entitlement under the Institutional Entitlement Offer and by partly sub-underwriting the Retail Entitlement Offer;

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(ii) Souls Private Equity Limited and its associate, Washington H. Soul Pattinson & Company Limited have agreed to invest up to approximately $12.5 million in CMA by taking up Souls' full Entitlement and by partly sub-underwriting the Retail Entitlement Offer; and

(iii) Stemcor, an international steel trader, has agreed to invest up to approximately $13 million in CMA by partly sub-underwriting the Retail Entitlement Offer.

If the Entitlement Offer is approved at the General Meeting, CMA expects to receive the funds from the Institutional Entitlement Offer on or around 18 August 2011. Funds from the Retail Entitlement Offer are expected to be received on or around 30 August 2011.

1.6 Ranking of Shares issued under the Entitlement Offer

Shares issued under the Entitlement Offer will be issued as fully paid ordinary shares in CMA and will rank equally with existing Shares from the date of allotment. A summary of the rights and liabilities attaching to the Shares to be issued under the Entitlement Offer is set out in Section 8.6.

1.7 CHESS

The Shares issued under the Entitlement Offer will participate from the date of commencement of quotation on ASX in the Clearing House Electronic Sub-register System (CHESS), operated by ASX Settlement Pty Limited. They must be held in uncertificated form (i.e. no share certificate will be issued) on the CHESS subregister or on the issuer-sponsored subregister.

Arrangements can be made at any subsequent time to convert your holding from the issuer-sponsored subregister to the CHESS subregister or vice versa by contacting your controlling participant.

Holding statements are issued by CMA for the issuer sponsored holdings and ASX Settlement Pty Limited for sponsored CHESS holdings at the end of each calendar month in which a transaction occurs. Fees may apply for supply of replacement holding statements.

1.8 Consolidation, ASX quotation and trading of Shares

If the Consolidation is approved at the General Meeting and Shares are issued under the Entitlement Offer, all Shares will be consolidated on the basis that every 40 Shares will be consolidated into one Share. The Consolidation will occur on 12 September 2011.

CMA applied to ASX for the official quotation of the Shares issued under the Entitlement Offer. Subject to approval being granted by ASX, it is expected that Shares issued under the Entitlement Offer will commence trading on a post-Consolidation and deferred settlement basis on 6 September 2011, upon the lifting of the voluntary suspension of CMA Shares from quotation on ASX. Trading on a normal settlement basis is expected to commence on 20 September 2011.

Pre-Consolidation holding statements are expected to be dispatched to Applicants under the Retail Entitlement Offer on 1 September 2011, while post-Consolidation holding statements will be dispatched on or about 19 September 2011. It is the responsibility of each Applicant to confirm their holding before trading in Shares. Any Applicant who sells Shares before receiving their confirmation will do so at their own risk. CMA disclaims all liability, whether in negligence or otherwise (and to the maximum extent permitted by law), to persons who trade Shares before receiving their confirmation, whether on the basis of confirmation of the allocation provided by CMA or the Share Registry.

1.9 Taxation implications of the Retail Entitlement Offer

The taxation implications of the Retail Entitlement Offer will vary depending upon the particular circumstances of each Shareholder. Accordingly, all investors should obtain their own professional advice before concluding on the particular taxation treatment that will apply to them, whether or not those investors participate in the Entitlement Offer and apply for Shares. The Australian tax

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implications for Australian resident Eligible Retail Shareholders are broadly discussed in further detail in Section 6.

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Section 2 – Actions required by Eligible Retail Shareholders and how to apply Before taking any action in relation to the Retail Entitlement Offer, Eligible Retail Shareholders should read this Prospectus in its entirety, including Section 5 which summarises some of the key risks associated with an investment in Shares.

Your Entitlement is set out in the personalised Entitlement and Acceptance Form accompanying this Prospectus. If you are an Eligible Retail Shareholder and you have not received a personalised Entitlement and Acceptance Form, you should contact the Shareholder Information Line between 9.00am and 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period on 1300 581 892 from within Australia or +61 3 9938 4338 from outside Australia.

2.1 Choices available

Eligible Retail Shareholders may do any of the following:

(i) take up their full Entitlement under the Retail Entitlement Offer and apply for Additional Shares in excess of their Entitlement (please see Section 2.2 below);

(ii) take up their full Entitlement under the Retail Entitlement Offer but not apply for Additional Shares in excess of their Entitlement (please also see Section 2.2 below);

(iii) partially take up their Entitlement (please also see Section 2.2 below); or

(iv) decline to take up their Entitlement by taking no action (please see Section 2.3 below).

The Retail Entitlement Offer is a pro rata offer to Eligible Retail Shareholders. Eligible Retail Shareholders who do not take up their Entitlements in full will not receive any amounts in respect of the Entitlements that they do not take up, and will have a reduced (i.e. diluted) percentage shareholding in CMA after implementation of the Entitlement Offer.

Entitlements cannot be traded on ASX or any other exchange, nor can they otherwise be transferred.

If you do nothing, then a number of new Shares equal to the number of new Shares not taken up under your Entitlement will be made available to Eligible Retail Shareholders who apply for Additional Shares in excess of their Entitlement. If there is not sufficient demand from Eligible Retail Shareholders who applied for Additional Shares in excess of their Entitlement then Austock will subscribe, or procure subscribers, for the new Shares the subject of your Entitlement.

2.2 If you are an Eligible Retail Shareholder and wish to take up your Entitlement in full or in part, and how to apply for Additional Shares in excess of your Entitlement

What you need to do

If you are an Eligible Retail Shareholder and you wish to take up all or part of your Entitlement, or wish to take up all of your Entitlement and also apply for Additional Shares in excess of your Entitlement, you have the following two options.

OPTION 1: Submit your completed personalised Entitlement and Acceptance Form together with a cheque, bank draft or money order.

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To follow this OPTION 1, you should:

(i) complete the personalised Entitlement and Acceptance Form accompanying this Prospectus in accordance with the instructions set out on that form, and indicate the number of Shares you wish to subscribe for; and

(ii) return the Entitlement and Acceptance Form to the Share Registry (the address is below) together with a cheque, bank draft or money order which must be:

(A) in respect of the full Application Monies (being $0.01 per Share multiplied by the number of Shares you wish to subscribe for – if you are not taking up all of your Entitlement or you are applying for Additional Shares you will need to calculate this amount yourself);

(B) in Australian currency drawn on an Australian branch of a financial institution; and

(C) made payable to 'CMA Corporation Limited – ANREO Entitlement Offer and crossed 'Not Negotiable'.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of Shares you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole Shares as your cleared Application Monies will pay for (and to have specified that number of Shares on your Entitlement and Acceptance Form). Alternatively, at the discretion of CMA, your Application will be rejected.

Cash payments will not be accepted. Receipts for payment will not be issued.

You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order is received at the Share Registry at the following address by no later than 5.00pm (AEST) on 24 August 2011 (subject to variation):

By post to: Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 3001

For the convenience of Eligible Retail Shareholders, a reply paid envelope addressed to the Share Registry has been enclosed with this Prospectus. If mailed in Australia, no postage stamp is required.

Entitlement and Acceptance Forms (and payments for Application Monies) may be accepted if received after the Closing Date at the absolute discretion of CMA.

Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted at CMA's registered or corporate offices.

OPTION 2: Pay via BPAY® payment

To follow this OPTION 2, you should pay the full Application Monies via BPAY® payment in accordance with the instructions set out on the personalised Entitlement and Acceptance Form, which includes the biller code and your unique reference number. The Application Monies are $0.01 per Share multiplied by the number of Shares you wish to subscribe for. If you have multiple holdings, you will also have multiple customer reference numbers. You must use the reference number shown on each Entitlement and Acceptance Form to pay for each holding separately. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution.

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Please note that should you choose to pay by BPAY® payment:

(i) you do not need to submit the personalised Entitlement and Acceptance Form but are taken to make the statements on that form; and

(ii) you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your Application Monies (the amount of your payment received will be divided by the Offer Price) which will be deemed to be the total number of Shares you are applying for).

You need to ensure that your BPAY® payment is received by the Share Registry by no later than 5.00pm (AEST) on 24 August 2011 (subject to variation).

Applicants should be aware that their own financial institution may implement earlier cut-off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPAY® are received by 5.00pm (AEST) on 24 August 2011 (subject to variation).

The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of your actual Entitlement. Any Application Monies received for more than your total Entitlement will be deemed to be an application for Additional Shares.

In case of either OPTION 1 or OPTION 2, by taking up all or part of your Entitlement you will be deemed to have represented that you are in compliance with the relevant selling restrictions in Section 8.16 and otherwise agreed to all the terms and conditions of the Retail Entitlement Offer as set out in this Prospectus.

2.3 If you are an Eligible Retail Shareholder and do not wish to take up your Entitlement

If you are an Eligible Retail Shareholder and you do not wish to take up your Entitlement, do nothing. If you do nothing, then new Shares representing your Entitlement will be made available to Eligible Retail Shareholders who apply for Additional Shares in excess of their Entitlement, or will otherwise be subscribed for by, or by persons nominated by, Austock and CMA.

You should also note that, if you do not take up your Entitlement, then – although you will continue to own the same number of Shares and may acquire Shares – your percentage shareholding in CMA will be reduced.

2.4 Who is eligible to participate in the Retail Entitlement Offer

(a ) Eligib le Re ta il S ha re holders

The Retail Entitlement Offer is only open to Eligible Retail Shareholders. Eligible Retail Shareholders are those persons who at 7.00pm (AEST) on the Record Date:

(i) have a registered address in Australia or New Zealand;

(ii) are not in the United States and not a US Person or acting for the account or benefit of a US Person;

(iii) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer; and

(iv) is not an Eligible Institutional Shareholder or an Ineligible Retail Shareholder.

CMA is of the view that it is not reasonable or practicable to extend the Retail Entitlement Offer to Ineligible Retail Shareholders, having regard to:

(i) the number of Ineligible Retail Shareholders;

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(ii) the number and value of the Shares which would be offered to Ineligible Retail Shareholders if they were Eligible Retail Shareholders; and

(iii) the cost of complying with the legal requirements, and requirements of the regulatory authorities, in the respective overseas jurisdictions.

Accordingly, the Retail Entitlement Offer is not being extended to any Shareholder with a registered address outside Australia or New Zealand (subject to Section 2.4(b) below).

CMA will notify Ineligible Retail Shareholders of the Retail Entitlement Offer, provide them with details of the Retail Entitlement Offer and advise them that CMA is not extending the Retail Entitlement Offer to Ineligible Retail Shareholders.

CMA, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Retail Shareholder and, therefore, able to participate in the Retail Entitlement Offer, or an Ineligible Retail Shareholder and, therefore, unable to participate in the Retail Entitlement Offer. CMA disclaims all liability to the maximum extent permitted by law in respect of the determination as to whether a Shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.

(b ) Fore ign S hare holde rs

The offer of Shares under this Prospectus does not constitute a public offer in any jurisdiction outside Australia and New Zealand. This Prospectus does not, and is not intended to, constitute an offer or invitation to subscribe in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Entitlement Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia and New Zealand. The Shares have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the US or to, or for the account or benefit of, US Persons except in accordance with the applicable exemption from the registration requirements of the US Securities Act pursuant to Regulation D and Rule 144, if applicable, and applicable US state securities laws.

It is the responsibility of Shareholders outside Australia and New Zealand to whom offers under the Entitlement Offer are made to obtain all necessary approvals for the issue of Shares under this Entitlement Offer. Each person to whom the Retail Entitlement Offer is made under this Prospectus will be required to represent, warrant and agree that it is in compliance with the relevant selling restrictions in Section 8.16.

(c ) Nomine es , trus ts a nd c us tod ia ns

Nominees, trusts and custodians must not apply on behalf of any beneficial holder that would not itself be an Eligible Retail Shareholder.

Accordingly, any Application made on the respective personalised Entitlement and Acceptance Forms by a nominee, trust or custodian on behalf of a beneficiary, must be in accordance with the terms of the offer contained in this Prospectus. Among others, this requires that:

(i) the nominee has a registered address in Australia or New Zealand;

(ii) the nominee is not holding on behalf of a beneficiary who is an Ineligible Retail Shareholder;

(iii) the beneficiary is not an Eligible Institutional Shareholder or Ineligible Retail Shareholder;

(iv) the beneficiary is not in the United States and is not a US Person and is not acting for the account or benefit of a US Person; and

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(v) the beneficiary is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

A nominee must not send any materials relating to the Retail Entitlement Offer into the United States and must not submit an Application or otherwise accept the Retail Entitlement Offer on behalf of a person in the United States or who is, or is acting for the account of benefit of, a US Person.

Shareholders who are nominees, trustees or custodians are, therefore, advised to seek independent advice as to how they should proceed. Shareholders who hold Shares on behalf of persons whose registered address is not in Australia are responsible for ensuring that accepting the Retail Entitlement Offer does not breach securities laws in the relevant overseas jurisdictions.

(d ) No tra d ing in En title me n ts

Entitlements cannot be traded on ASX or any other securities exchange or privately transferred.

2.5 Further information

This Prospectus is important and requires your immediate attention. You should read it in its entirety. If you are in doubt as to the course you should follow you should consult your stockbroker, accountant or other professional adviser. If you:

(i) have questions in relation to the existing Shares upon which your Entitlement has been calculated;

(ii) have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or

(iii) have lost your Entitlement and Acceptance Form and would like a replacement form,

please call the Shareholder Information Line on 1300 581 892 (local call cost within Australia) or on +61 3 9938 4338 (from outside Australia) at any time from 9.00am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.

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Section 3 – Overview of CMA 3.1 Introduction

CMA is an Australian-based recycling group that provides products and services to customers across three continents. The Group's major activities are the processing and recycling of predominantly secondary ferrous and non-ferrous metal products.

CMA, which has its headquarters in Sydney, currently employs approximately 450 staff across 23 locations throughout Australia, New Zealand, Asia and the United States. Since listing on ASX, CMA has made investments to maintain and build recycling and processing centres, with automated processing equipment, standardised mobile plants and fully contained yards and bays.

During 2010 and 2011 CMA undertook a restructuring of its operations and management and engaged in certain asset sales, including divesting its 'Contracting' division to the Delta Group in August 2010.

CMA utilises Meretec and EcoCycle technologies. The Meretec technology offers an environmentally friendly and economical method of removing and recovering zinc coating from galvanised steel. EcoCycle is a specialist recycler of mercury and silver containing wastes.

With the proceeds of the Entitlement Offer reducing working capital constraints, the Directors expect that CMA will be in a position to improve utilisation levels of its processing assets, including capacity for increased volumes and also providing leverage to metal prices.

3.2 CMA’s operating history

CMA (through its predecessors) has been operating since 1973. The current business was formed through the merger of industrial deconstruction and remediation firm Moltoni Adams and the scrap metal processing and sales operation T&T Group in March 2005. CMA listed on ASX in July 2005.

CMA has historically grown via strategic acquisitions, actively participating in the consolidation of the scrap metal recycling industry. In particular, CMA completed numerous acquisitions throughout FY2008 and FY2009 in order to expand capacity and geographic reach, as well as using acquisitions as a means to diversify into new income streams.

In FY2009, the previous expansion of CMA by acquisition, combined with a declining global economic environment, began to have a significant impact on the operational performance of the CMA Group. Gearing levels and declining commodity prices impacted on the available cash flow in the business, resulting in losses in FY2010 and FY2009. In 2010 CMA also:

(i) embarked on a review of its operations and management;

(ii) as mentioned above, divested its 'Contracting' division to Delta Group;

(iii) reduced employee numbers by approximately 150 across the CMA Group;

(iv) rationalised its number of locations by 8 facilities; and

(v) placed its Meretec assets on 'care and maintenance' programmes.

Since CMA's voluntary suspension from quotation on ASX on 19 February 2010, CMA has been actively exploring opportunities to raise equity. These discussions included multiple parties, considered various potential transaction structures and have been actively pursued by the Directors. These proposals included the Superseded Recapitalisation Proposal with KAM which is discussed in section 1.1 of this Prospectus.

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3.3 Business Divisions

CMA's core business in the Australian and New Zealand scrap metal recycling sector is complemented by similar operations in select Asian and United States locations.

Scrap Metal Recycling

CMA’s Scrap Metal Recycling division (CMA Recycling) is an integrated operation which trades in both ferrous and non-ferrous metals with activities including the recovery, buying, processing, analysis and selling of scrap metal in the domestic and export scrap metal markets. The business also manufactures and sells metal ingots.

Primary facilities are located in Australia, with further operations in Singapore, Malaysia, Papua New Guinea and the United States. CMA Recycling services a diverse customer base including the automotive, white goods, construction, mining and boating industries.

CMA Recycling utilises metal processing techniques including shearing, cutting, shredding, baling, briquetting and foundry. The CMA Group has made investments in recent years to maintain and build recycling and processing centres, with automated processing equipment, standardised mobile plants and fully contained yards and bays.

CMA has a truck fleet of equipment and bins for the collection of scrap metal, and a core element of the CMA Group's client offering is the pick-up and delivery of scrap metal and stock items using its own fleet of trucks and its distribution network.

CMA has a centralised ferrous and non-ferrous trading and export team, which seeks to secure export shipments and containers for the business nationally.

Figure 1.4: Summary of the CMA Group's core operations

Approximately 45% of CMA's Australian sales are to domestic metal producers or manufacturers, with the remaining volumes exported to markets in Asia, primarily to steel mills.

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Meretec

The Meretec technology offers an environmentally friendly way of removing and recovering zinc coating from galvanised steel to produce premium end products of clean black steel and high grade zinc particulate. This occurs by removing the zinc from the steel before it is melted, providing an effective separation of the steel and zinc, which has not been possible through traditional methods.

Originally acquired by CMA in 2008, CMA has two Meretec facilities, which are at Ringwood and East Chicago.

The Directors consider that demand exists for quality, consistent clean black scrap, particularly from the ductile iron foundry sector. In the Directors' opinion, clean black steel is capable of potentially yielding a price premium over lower grades of recycled metal and is a valuable feed for steel foundries. Secondary customers are other smelters or processers of clean ferrous scrap, such as integrated or electric arc furnace (EAF) mills.

In June 2010, the Ringwood and East Chicago Meretec facilities were placed on a 'care and maintenance' programme, as CMA focused on its core recycling operations due to working capital constraints.

EcoCycle

EcoCycle is a specialist recycler of mercury and silver containing wastes. Mercury containing wastes includes energy efficient lighting (e.g. fluorescent light tubes and compact fluorescent lamps), dental amalgam and industrial wastes. Silver and related wastes include x-ray images, silver oxide batteries, and photographic fixer solution. The recycling of such materials keeps toxic mercury out of the environment and reduces the carbon footprint by maximising the use of valuable resources.

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Section 4 – Effect of the Entitlement Offer on CMA 4.1 Effect on CMA's Share capital

The effect of the Entitlement Offer and Consolidation on the issued capital of CMA is set out in the table below.

Approximate number of Shares

Before the Entitlement Offer 968 million

Entitlement Offer 7,746 million

Total (upon completion of the Entitlement Offer) on a pre-Consolidation basis

8,715 million

Total after the Consolidation is implemented 218 million

Subject to the approval of the Entitlement Offer at the General Meeting, Shares are expected to be issued under the Retail Entitlement Offer on 31 August 2011. If the Consolidation is approved at the General Meeting, it is expected to take effect on 12 September 2011.

4.2 Historical and pro-forma consolidated balance sheets of CMA

(a ) Overvie w

The selected historical consolidated financial information in relation to CMA set out in this Section 4.2 has been extracted from the financial statements of CMA for the six months ended 31 December 2010. These financial statements were subject to a review and included an emphasis of matter dealing with a material uncertainty regarding continuity as a going concern.

(b ) In troduc tion a nd bas is o f p re para tion a nd pres e n ta tion o f the pro -forma ba la nce s he e t

CMA prepares its financial statements in accordance with the Australian equivalents to the International Financial Reporting Standards ('AIFRS'). The accounting policies upon which the pro-forma financial information has been prepared are set out in CMA's financial statements for the year ended 30 June 2010. A copy of CMA's annual report and financial statements for the year ended 30 June 2010 and half year ended 31 December 2010 can be viewed on CMA's website (www.cmacorp.net). The pro-forma consolidated balance sheet is presented in abbreviated form and does not contain all the disclosures that are usually found in financial statements prepared in accordance with the Corporations Act. This information is not represented as being indicative of CMA's views on its future financial condition and/or performance.

The pro-forma balance sheet has been prepared for illustrative purposes only, to show the impact on the 31 December 2010 balance sheet of:

(i) an additional ANZ facility of $7.5 million, as well as an ANZ bridging facility of $5 million, provided to CMA post 31 December 2010;

(ii) the gross proceeds of $77.5 million from the Entitlement Offer;

(iii) a principal repayment of $5 million under the Existing Facility Agreements; and

(iv) estimated costs associated with the Entitlement Offer of $6.5 million.

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http://www.cmacorp.net/�


The pro forma balance sheet is not intended to be a statement of CMA's current financial position. CMA has not yet prepared its financial statements for the year ended 30 June 2011.

(c ) His torica l a nd pro -forma ba la nce s hee ts

CMA – balance sheets as at 31 December 2010

Historical Consolidated (Reviewed)

$000

Pro-Forma

Consolidated $000

Current assets

Cash & Cash Equivalent 3,069 81,569

Trade and other receivables 28,950 28,950

Inventories 20,330 20,330

Other assets 7,191 7,191

Total current assets 59,540 138,040

Non-current assets

Property, plant and equipment 112,364 112,364

Other receivables 17,836 17,836

Intangible Assets 14,900 14,900

Total non-current assets 145,100 145,100

Total assets 204,640 283,140

Current liabilities

Trade and other payables 44,039 44,039

Borrowings 129,465 136,965

Current tax liabilities 406 406

Provisions 5,888 5,888

Total current liabilities 179,798 187,298

Non-current liabilities

Borrowings 22,613 22,613

Deferred tax liabilities 490 490

Provisions 530 530

Other liabilities 1,060 1,060

Total non-current liabilities 24,693 24,693

Total Liabilities 204,491 211,991

Net assets 149 71,149

Shareholders' equity

Issued Equity 251,318 322,318

Other Reserves -4,337 -4,337

Retained Earnings -246,832 -246,832

Total Equity 149 71,149

Note: The pro-forma balance sheet excludes working capital movements subsequent to 31 December 2010.

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Section 5 – Risk factors 5.1 Introduction

This Section describes some, but not all, of the risks which may be associated with an investment in CMA. An investment in CMA should be considered in light of the risks, both general and specific, outlined below. Before deciding whether to invest in CMA, potential investors should read the entire Prospectus and, in considering the prospects for CMA, take particular note of the risk factors that could affect the financial performance of CMA. Potential investors should consider that an investment in CMA is speculative and should consult their professional advisers before deciding whether to apply for Shares.

The business of the CMA Group is subject to both specific risks to its business activities and risks of a general nature. Individually, or in combination, these risks may adversely affect the future operating and financial performance of CMA and the value of an investment in CMA. CMA may mitigate some of these risks with the use of contingency plans and safeguards. However, many are outside the control of CMA. Neither the Directors nor CMA make any representation or give any guarantee that CMA will achieve its stated objectives or that forward looking statements made in this Prospectus or otherwise in connection with the Entitlement Offer will be realised, in whole or in part.

5.2 Entitlement Offer risk factors

(a ) Le ng thy s us pe ns ion from quo ta tion

CMA's Shares have been voluntarily suspended from quotation on ASX since 19 February 2010. Accordingly, there is no recent trading guidance as to the price or value of CMA Shares.

(b ) P ote n tia l for s ignifica n t dilu tion

Upon implementation of the Entitlement Offer, the number of Shares in CMA will increase from approximately 968 million to 8,715 million (on a pre-Consolidation basis). This means that each Share will represent a significantly lower proportion of the ownership of CMA and Shareholders who do not take up their full Entitlement will have a significantly reduced percentage shareholding in CMA.

It is not possible to predict what the value of CMA, or a Share, will be following the Entitlement Offer and Consolidation being implemented and the Directors do not make any representation as to such matters. The last trading price of Shares on ASX prior to CMA's voluntary suspension from trading on 19 February 2010 of 8.7 cents per Share is not a reliable indicator as to the potential trading price of Shares after implementation of the Entitlement Offer and Consolidation.

(c ) P ote n tia lly low liqu idity o f S hares

If Scholz maintains its percentage Shareholding at approximately 40% of CMA's issued Shares and Souls and Stemcor acquire approximately 15% each, as a result of the Entitlement Offer, this may decrease the liquidity of Shares (relative to the liquidity of Shares prior to the voluntary suspension from quotation on ASX on 19 February 2010). Therefore, it is possible that existing Shareholders could become Shareholders in a listed but relatively illiquid company. Shareholders should also note that Shares are currently voluntarily suspended from quotation on ASX (and have been since 19 February 2010). As such, there is no active market on ASX for trading in the Shares at present and there is a risk that there will be low liquidity following re-quotation of the Shares.

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5.3 Risks associated with the business of the CMA Group

(a ) Fina nc ing ris k

As a borrower in financial markets, CMA is exposed to the availability of credit facilities and the terms of those credit facilities. Due to the global financial crisis and ensuing downturn in the global economy, the cost of funding has increased which has been coupled with a reduction in the availability of debt and equity funding.

CMA has borrowed significant sums of money to finance and develop its business and operations and is, therefore, exposed to refinancing risks. As a significant borrower, CMA is also potentially exposed to adverse interest rate movements that may increase the financial risks associated with its business. There is a risk that CMA will not be able to successfully manage its interest rate risk or that changes in interest rates will have a material adverse effect on CMA's business, financial condition or results of operations.

CMA currently has a relaxation of its financial covenants under its existing debt facilities until 1 January 2012 or until those covenants are amended by agreement. Under its existing debt facilities, CMA is unable to declare or pay dividends to its shareholders and CMA is required to pay the total amount owing under the existing debt facilities on 1 January 2012.

If CMA is unable to repay the total amount owing under its existing debt facilities on or before 1 January 2012, an event of default may arise. If there is an event of default (whether due to non-payment or some other event of default under the terms of the Existing Facility Agreements), then subject to any applicable remedies, grace periods or waivers, CMA's financiers would be entitled to exercise certain acceleration and enforcement rights, such as causing CMA's debt to become immediately due and payable. This may impact on CMA's ability to operate as a going concern as the financiers could appoint receivers and managers to CMA and/or otherwise enforce their securities and sell assets to recover their respective debts.

KAM is now the majority financier under the Existing Facility Agreements. CMA has terminated the Previous Subscription Agreement with KAM, which may damage CMA's relationship with its majority financier.

(b ) Commodity price s a nd ma rgins

The profitability of CMA's scrap metal division is subject to fluctuations in international market prices for metals and dependent on the level of demand within the scrap metal industry. The level of demand in those markets is currently materially influenced by the world-wide demand for commodities. The levels of activity in the market can be cyclical and CMA may not be able to predict the timing, extent or duration of the activity cycles in the markets in which it operates. Any fall in these prices may adversely affect CMA's financial performance.

Industry margins in all of the sectors in which CMA operates are likely to be subject to continuing but varying margin pressures. There is no assurance that the historical performance of CMA is indicative of future operating results. However, the Directors consider that CMA's business strategies and its diversification across a range of sectors assist in reducing the short-term pressures that can occur as new entrants or existing competitors attempt to secure positions in an individual industry sector.

(c ) Compe tition

Current and future competition may adversely affect CMA's operating and financial performance. CMA faces competition from other operators in the markets in which it operates. While CMA is a large supplier of some specific services in the metals waste and recycling industries, in overall size some of its competitors may have or may develop competitive advantages over CMA and may be larger on an international or regional basis and have greater access to capital and other resources.

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In particular, the scrap metal trading division's major competitors are significantly larger than CMA and have an extensive capacity to compete with CMA. The market share of CMA's competitors may increase or decrease as a result of various factors such as securing major new contracts or CMA failing to obtain renewals of current major contracts, developing new technologies and adopting pricing strategies specifically designed to gain market share.

(d ) Environme nta l

A number of CMA's activities pose a potential risk to the environment. A number of sites occupied by CMA have been identified as being contaminated or may potentially be contaminated.

CMA previously provided hazardous waste disposal and remediation services, which included asbestos removal and disposal. While the CMA Group endeavours to comply strictly with relevant safety guidelines at all times, there is no guarantee that CMA will not be subject to a future claim by employees or other persons in respect of such hazardous waste.

CMA's operations are subject to extensive Federal, State and local environmental laws and regulations in Australia, New Zealand, Asia and the United States. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for violation of such standards. While CMA monitors environmental issues, has appropriate environmental licences for its operations and has environmental management procedures, there is no assurance that CMA's operations will not be affected by an environmental incident or subject to environmental liabilities.

Some of CMA's leases distinguish responsibility for contamination caused by the tenant and contamination already existing on the site prior to the tenant's occupation. For sites in which CMA has not conducted an environmental assessment report there is a risk that the site may have potential environmental liability for CMA associated with it.

(e ) Lice ns ing

The CMA Group requires licences, permits or other authorisations for a number of its existing operations. The CMA Group's future operations are also likely to require licences, permits or other authorisations. The failure to obtain or maintain, or changes to conditions attaching to, any such licence, permit or other authorisation may prevent the CMA Group from undertaking operations or adversely affect the conduct of its operations.

(f) Le as e hold s ite s

CMA leases most of the premises from which it operates. There can be no assurance that the owners of those premises will renew those leases or will renew them on terms which are commercially acceptable to CMA. CMA's operations are such that there are only a limited number of sites from which they can be conducted. Accordingly, CMA's financial performance could be materially adversely affected if the leases in respect of its current premises are not renewed or are not renewed on terms reasonably acceptable to CMA.

(g ) Litiga tion, d is pu te s a nd c la ims

In its day to day operations, CMA may be exposed to potential legal and other claims or disputes, including contractual, environmental, occupational health and safety, employee, property and personal liability. Governmental enquiries and investigations may be initiated by any number of government authorities or regulators, both in Australia and in the overseas jurisdictions in which CMA has operations, and may result in adverse findings against CMA which may adversely impact on CMA's operations. There is a risk that material and / or costly litigation and disputes, either individually or in aggregate, could affect the performance, position and prospects of CMA and CMA Group companies.

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Set out below is a list of the current material claims that CMA is aware of:

(i) CMA has commenced proceedings against John Holland Pty Limited seeking damages and costs in respect of a contract and damages for potentially misleading and deceptive conduct. John Holland Pty Limited has filed a counterclaim for damages and costs for an alleged breach of contract, misleading and deceptive conduct and negligence. The matter is not yet listed for trial. CMA's claim against John Holland Pty Limited estimated to be approximately $22.5 million and John Holland Pty Limited's counterclaim against CMA is estimated to be approximately $16.5 million.

(ii) In April 2011, an environmental protection notice and two infringement notices were issued by Launceston City Council to CMA in relation to alleged contamination on the site at 256 Georgetown Rd, Rocherlea, Tasmania, as well as contaminants alleged to be leaving the site and entering adjoining land. On 25 May 2011, the environmental protection notice was withdrawn by Launceston City Council. On 16 May 2011, Doubt Free Investments Pty Limited, the landlord of the site, entered the Rocherlea site, took possession of the property and purportedly terminated the lease on the basis of CMA's alleged breach of / repudiation of the lease. On 18 May 2011 CMA commenced proceedings in the Supreme Court of Tasmania seeking a declaration that the landlord's action in taking possession was unlawful or seeking relief against forfeiture of the lease. CMA also sought an injunction that Doubt Free Investments Pty Limited yield up possession until the final hearing. The Court has granted an interim injunction requiring Doubt Free Investments Pty Limited to yield up possession of the site until further order, which is expected to be at the conclusion of the final hearing. There is a risk that CMA may not be able to continue using the site and that the lease will be terminated and CMA will be liable for court ordered damages in relation to the breach of lease. Alternatively, there is a risk that CMA may have to incur costs (unquantified at this stage) in repairing damage to the site. This matter is ongoing and is listed for final hearing at the end of July 2011.

(iii) A dispute exists with Maroondah City Council in respect of CMA's continued use of its sites at 59-61, 73-79 and 81-85 Heatherdale Road, Victoria. In May 2010 a permit was issued by consent by Victorian Civil and Administrative Tribunal, on condition that various plans and documents be approved by Council. There has been a delay in obtaining such approval, and Council has now requested an adjourned enforcement order proceeding be re-listed. In its application, Council is alleging that CMA has breached certain conditions of the permit including by failing to obtain approval of certain plans and reports, using the premises in a way that unreasonably affects the amenity of the area and modifying activities conducted on the land so that it no longer falls within the permit. The orders sought by Council include CMA (a) ceasing the transport of materials, goods and commodities from the premises in a manner that unreasonably affects the area, and (b) ceasing the emission of noise, dust, fumes and smoke that unreasonably affects the amenity of the area, and if CMA fails to do so, CMA must cease using the site. In addition, Council requires CMA to remove a weighbridge which it alleges has been constructed without a planning permit and on a public road. In the event that CMA is not relying on the permit that is the subject of the application, the Council is seeking orders that CMA (a) cease using the premises and adjacent public road for the purposes of materials recycling or a transfer station, and (b) remove fragmenters, a water feature, metal grates and a fence from the premises, as well as payment of the Council's costs for the application.

(iv) On 10 March 2011 opposition proceedings in relation to a CMA trade mark were held before IP Australia in Melbourne. CMA CGM, a French maritime transport entity, opposed CMA's registered Australian trade mark in respect of its former logo. CMA, by counter-claim, opposed CMA CGM's trade marks registered in Australia. IP Australia has not provided its decision in this matter. CMA's application to register a trade mark in Australia in respect of

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its current logo is deferred pending the outcome of this hearing. CMA CGM has also commenced opposition proceedings in relation to CMA's registered New Zealand trade mark in respect of its current logo. The hearing was scheduled to be held in June 2011 but has been deferred to a date to be advised by the New Zealand Trade Marks Office. There is a risk that CMA's use of the CMA name and its logos in Australia and New Zealand may give rise to an infringement action by CMA CGM and CMA CGM may seek to prevent CMA from using the 'CMA' name and logos in Australia or New Zealand.

(v) Concslab Concrete Pty Limited has commenced proceedings against CMA in the District Court of New South Wales. The proceedings relate to invoices alleged to be outstanding in the amount of approximately $490,000 for works performed by Concslab Concrete Pty Limited in the period 2008 to 2010. CMA has filed a defence denying liability for the amounts claimed.

(vi) Port Stephens City Council has served two orders under the Environmental Protection and Assessment Act 1979 dated 27 May 2011 on CMA in relation to the CMA site at 509 Tomago Road, Tomago, NSW. Under the terms of the orders, CMA is required to (i) cease using the site as a materials recycling facility until it obtains an occupation certificate and (ii) complete certain road works at the entrance to the site by 28 June 2011. The effect of these orders is that CMA must, at its own expense, undertake substantial road works before it can re-commence use of the site as a materials recycling facility. These road works are required to be completed by 28 June 2011. Failure to comply with the terms of an order can result in criminal proceedings being commenced. The theoretical maximum penalty for breaching or failing to comply with an order is $1.1 million and a further $110,000 for each day that the offence is continuing. However, any actual penalty imposed by the Courts is likely to be substantially less than $1 million. CMA is currently considering its rights and obligations under the orders, including its appeal rights. On 27 June 2011, CMA lodged an appeal in the Land and Environment Court in relation to the orders. The appeal does not avoid the current operation of the orders.

On 11 July 2011, CMA terminated the Previous Subscription Agreement with KAM, pursuant to an express right of termination under the terms of that agreement. In accordance with the terms of the Previous Subscription Agreement, CMA believes that its sole liability to KAM arising from the termination was its obligation to pay KAM a break fee of $302,000, which has been paid by CMA. As at the date of this Prospectus, KAM has not notified CMA of any other claim or dispute with respect to CMA's termination of the Previous Subscription Agreement.

(h ) In te lle c tua l P rope rty

The CMA Group relies on intellectual property of various kinds, including copyright, trademarks, patents and confidential information. There is a significant risk that if the CMA Group, or any of the businesses it may partner with or invest in, does not own or have licences to use any of the intellectual property it relies upon, its business could be adversely affected, particularly as legal consequences may include injunctive relief requiring that the relevant intellectual property no longer be used. It can be difficult to establish a chain of intellectual property ownership and no assurance can be given that this risk will not eventuate.

(i) Cus tome rs a nd dea le rs

CMA relies upon relationships with a number of customers and dealers within the scrap metal sector in which it operates in order to maintain and grow its market share. Factors which may affect CMA's customer relationships include macroeconomic factors, competition, the margins charged for CMA's products and services, non‑compliance with policies, technology and general risks. The deterioration of any of these existing relationships with CMA's customers and dealers could result in adverse financial implications for CMA. If a counterparty terminates an agreement with CMA, CMA

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would lose the benefit of the agreement and additionally may not be able to obtain similarly favourable terms upon entry into replacement agreements (if at all) and, in some circumstances, replacement agreements may not be a feasible alternative.

GM Holden Limited has terminated its scrap metal sale agreement with CMA. As such, no services are currently provided by CMA under this contract which was formerly one of CMA's key customer contracts.

Further, CMA's rights under the contracts it enters into with counterparties are dependent on its ability to comply with its obligations and on the relevant counterparty complying with its contractual obligations. CMA is, therefore, exposed to the ongoing operations and solvency of a large number of businesses.

(j) Los s o f ke y pe rs onnel

CMA's operations are dependent upon a stable workforce and the continued performance, efforts, abilities and expertise of its key management personnel. Whilst every effort is made to retain key employees and contractors and to recruit new personnel as the need arises, loss of key personnel may adversely affect CMA's financial performance or growth prospects. Over the past year or so a number of senior staff members of the CMA Group have either resigned, been terminated or been made redundant.

(k) Ope ra tiona l ris k

CMA is exposed to a range of different operational risks in relation to its current and future operations. Some of these risks include, but are not limited to, equipment failures and accidents and general operational and business risks, including risk of loss of (or losses on) major contracts, cost overruns, information technology system failure, industrial action or disputes, adverse media coverage, lease renewals, damage by third parties, floods, fire, major cyclone, earthquake, terrorist attack, outbreak of disease or other disaster. While CMA endeavours to mitigate these risks through taking appropriate action or obtaining relevant insurance, investors should be aware that residual risks remain with CMA regardless of the steps CMA's management take to mitigate these risks. Any of these risks may have a material adverse impact on the ability of CMA to achieve its financial forecasts and on CMA's financial position and forecast.

(l) Growth from ac qu is itions

CMA has made a number of acquisitions since listing on ASX in July 2005 which have been a factor driving growth in its businesses. There is no guarantee that CMA will be able to continue to source, fund or successfully execute similar acquisitions in the future to continue to drive growth in this manner. There will also be a greater emphasis on growing CMA organically in the near future given the Company's current financial circumstances.

If and to the extent that CMA continues to grow through acquisition, it will face operational and financial risks commonly encountered with such a strategy, including, but not limited to, ability to access finance to undertake further acquisitions, continuity or assimilation of the operations and personnel of any acquired businesses, dissipation of CMA's limited management resources and impairment of relationships with employees and customers of such acquired businesses as a result of changes in ownership and management. In addition, depending on the type of transaction, it may take a substantial period of time to completely realise an acquisition's full benefit. Whilst the Directors believe that CMA has the skill and experience to ensure the successful integration of acquisitions, this result is not assured. CMA's financial performance may be adversely affected if it is unable to effectively and efficiently integrate these acquisitions.

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(m) Oc c upa tiona l hea lth a nd s a fe ty ris k a nd indus tria l inc ide n ts

CMA's operations are potentially dangerous activities and involve risk to both property and personnel. CMA has implemented a number of systems and policies to endeavour to guard against accidents and strives to ensure best practice. Notwithstanding the existence of these systems and policies and CMA's best efforts to enforce them, there remains a risk of a breach or deficiency which could result in an industrial incident leading to serious injury or death, damage to property or contamination of the environment, which may have a material adverse effect on CMA's reputation, future financial performance and position. Such an incident could also give rise to penalties, prosecutions and compensation claims against CMA.

(n ) Indus tria l dis pu te s

The CMA Group operates within a unionised industry, which exposes it to the risk of industrial disputes. There is no assurance that CMA will not experience some type of industrial action in the future. CMA has a number of collective agreements with its employees. The renegotiation of the collective agreements on their expiry may result in industrial disputation and / or future wage and remuneration increases. This may have a material impact on CMA's operating and financial performance and cash flows.

(o ) Divide nds

The Directors consider that it is unlikely that any dividend will be paid on CMA Shares in respect of FY2011.

(p ) Te c hnology ris k

CMA has explored and continues to consider, the introduction of new technologies into its businesses in order to operate more efficiently and effectively, while continuing to grow the business. However, there is a risk that certain aspects of projects could be compromised by technological failures or difficulties. This in turn may have material adverse impacts on CMA's costs, cash flows and financial performance.

(q ) Ins ura nc e ris k

CMA currently has in place a number of insurance policies which allow it to transfer part of the risk of its businesses to an insurer. CMA obtains insurance cover for the purpose of mitigating the financial impact of events which may cause damage to assets, disruption to business or liability to third parties where that insurance is available and is considered by CMA to be commercially justifiable.

Insurance cover may not be available for all of CMA's activities or may not be taken out if the cost of obtaining cover is considered excessive relative to the likely benefits of the cover. The occurrence of an event that is not fully covered, or covered at all, by insurance, may have an adverse effect on CMA's future financial performance and position.

CMA enters into insurance policies with such policy limits and deductibles that CMA considers appropriate. CMA remains exposed to the impact of events which are less than policy deductibles or which exceed policy limits or which do not fall within the scope of its insurance cover.

(r) Non-c omplia nc e with po lic ies , la ws a nd re gu la to ry provis ions

CMA has a number of policies and codes of conduct in place. These policies seek to ensure that CMA complies, and that third parties with whom CMA has dealings comply, with applicable laws and regulations in the conduct of their operations. There is a risk that, due to the size of CMA, there may be instances of non-compliance with the above policies, laws and other regulatory provisions by members of the CMA Group. While CMA seeks to ensure that the relevant third parties with whom it has dealings are aware of and comply with the relevant policies, laws and other regulatory

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provisions, there is also a risk that such third parties may not comply with these policies. Non-compliance with these policies, laws and other regulatory provisions may have an adverse impact on the business, reputation or financial position of CMA.

If there is or has been any material non-compliance by CMA personnel or third parties with the terms of its policies or codes of conduct, laws and other regulatory provisions, this could result in prosecutions or other regulatory action and such action may have a material adverse impact on CMA's reputation, financial performance and its ability to maintain or retain major contracts across its businesses. Having regard to the business conducted by the CMA Group, such prosecutions (or investigations and enquiries) may be initiated by any number of government authorities or regulators, both in Australia and in the overseas jurisdictions in which CMA has operations.

(s ) Produc t a nd s e rvice s lia bility

Further, there is also a risk that CMA may fail to satisfy its statutory and contractual obligations regarding the quality of its products and services. This is turn could potentially give rise to contractual or statutory penalties that may adversely impact on CMA.

(t) Exc ha nge ra tes

The price of scrap metal sold internationally is usually denominated in United States dollars. The sale of scrap metal overseas and the income stream generated by such sales may, therefore, expose CMA to exchange rate risks. Adverse movements in exchange rates relating to either finished product or raw material costs or increased price competitiveness in response to such movements may have a material impact on the operational and financial performance and cash flows of CMA across its businesses.

(u ) Cre d it ris k

Like many businesses, CMA routinely provides credit terms to certain customers in the ordinary course of its business. The inability of CMA's customers to pay their debts as and when they fall due may have a material adverse impact on CMA's financial performance. There may be additional costs associated in pursuing customers who default on payment terms. As such, CMA is unable to guarantee that it will be able to recover debts and inventory items from customers who default, in which case CMA may be required to write-off assets.

(v) Ca pita l e xpe nditu re ris k

CMA's capital expenditure forecasts are based on certain assumptions in relation to the level of capital expenditure required to maintain or improve assets. If the level of capital expenditure required is higher or is needed sooner than anticipated or if capital expenditure required to generate forecast earnings is not undertaken or if there is a significant operational failure requiring unplanned capital expenditure, the financial performance of CMA may be adversely affected. Unplanned capital expenditure may also be required as a result of changes in the environmental regulations that apply to CMA.

Further, there is no assurance that additional funding over and above that secured by the Entitlement Offer will be available to CMA in the future or be secured on acceptable terms. If adequate funds are not available on acceptable terms, CMA may not be able to take advantage of opportunities, develop new ideas or otherwise respond to competitive pressures.

(w) Ta x ris k

There is a risk that the Australian Commonwealth, State, Territory or foreign governments may amend or alter the tax rules including tax rates in a manner which may adversely impact on CMA's financial performance and cash flows, ability to pay dividends (franked or otherwise), Share price and tax obligations. Any such changes could similarly impact Shareholder returns.

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Any investigations or audits carried out by tax authorities in the jurisdictions in which CMA operates may have an impact on the financial performance and cash flows of CMA, depending on the result of such investigations or audits.

(x) Liqu idity a nd rea lis a tion

The number of buyers or sellers of CMA's Shares may vary considerably at any time. This may affect or cause volatility in the market price of Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less or more than the price that Shareholders paid.

5.4 General risk factors

In addition to the specific investment risks set out above, potential investors should be aware of the following general risk factors.

(a ) Ec onomic c onditions

Changes in Australian and world economic conditions may adversely affect CMA's financial performance (including prospects for growth and the level of profit margins) or the price of Shares. These general conditions may impact on the demand for products and services of the CMA Group as well as input costs for the CMA Group (for example, weaker economic conditions resulting in decreased business production may decrease the level of waste that a business produces and, therefore, the amount of waste that the business disposes of).

Other factors such as changes in economic growth, inflation, currency fluctuations, interest rates, employment rates, consumer and business spending, commodity prices, access to debt and capital markets, supply and demand, industrial disruption and government fiscal, monetary and regulatory policies may have a negative impact on CMA's business, operating profits and costs, the demand for the CMA Group's products and services and the profitability of CMA, as well as its cash flows and financial prospects.

The recent economic downturn had a significant impact on CMA and its operations as well as the industries in which CMA operates.

(b ) Le gal a nd re gula tory c ha nge s

The activities and operations of participants in the metal recycling industry are subject to extensive laws and regulations. These relate to waste disposal, manufacturing, exports, imports, taxes and royalties, labour standards, occupational health, protection and remediation of the environment, toxic substances, transportation safety and emergency response and other matters. As such, CMA's activities are subject to laws, regulations and policies of Australia, New Zealand and other governments. Ensuring compliance with these laws and regulations involves costs and there is a risk that in meeting these regulatory requirements and changes in law, regulation or policy may have an adverse effect on CMA's future cash flows, earnings, results of operations and financial condition.

(c ) Inve s ting in lis te d s ec uritie s

There are a number of risks associated with any securities exchange investment. Securities exchange fluctuations in Australia and other stock markets around the world may negatively affect the price of Shares. The price at which the Shares trade on ASX may be affected by the financial and operational performance of the CMA Group (including as a result of the risks identified above) but may also be influenced by numerous external factors over which the Directors and CMA have no control.

Over recent years the share price for many listed securities have been subject to wide fluctuations, which in some cases may reflect a diverse range of non-company specific influences. Such market fluctuations may have a material adverse effect on the market price of Shares. Some of the factors that may influence the investment climate in shares, which may not relate directly to actual

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performance of the CMA Group, include general economic conditions (including inflation rates and interest rates), movements in commodity prices, exchange rate movements, interest rates, inflation, investor sentiment and political developments. None of CMA, its Directors or any other person guarantees the price of the Shares and there is no guarantee that the Shares will trade at or above the Offer Price.

The above list of risk factors ought not to be taken as exhaustive list of the risks faced by CMA or by investors in CMA. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance or prospects of CMA and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. Investors should read this document in its entirety and make their own assessment of these matters, including retaining professional advice as they consider necessary.

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Section 6 – Australian taxation implications 6.1 Purpose and disclaimer

The following is a summary of the Australian taxation implications for Australian resident Eligible Retail Shareholders who have been offered the opportunity to participate in the Retail Entitlement Offer. Specifically, this summary considers the application of the Australian Capital Gains Tax (CGT) provisions for Eligible Retail Shareholders who are residents of Australia for tax purposes and who hold their Shares on capital account for the purposes of investment.

The Australian taxation system is complex and the taxation consequences for each Eligible Retail Shareholder may differ depending upon their particular circumstances and the views of the Australian Taxation Office (ATO). This summary is intended as a general guide only and is not an authoritative or complete statement of all potential tax implications for any Eligible Retail Shareholder. It does not constitute taxation advice and should not be relied upon as such. All Eligible Retail Shareholders should seek professional taxation advice as to the taxation implications of the Retail Entitlement Offer appropriate to their own circumstances.

This summary reflects the provisions of the Australian tax laws and the regulations made under those tax laws, taking into account rulings and determinations published by the ATO applicable as at the date of the Prospectus. The summary does not otherwise take into account or anticipate changes in the law, whether by way of judicial decision or legislative action, nor does it take into account taxation legislation of countries other than Australia.

The summary is not exhaustive of all the Australian taxation considerations that may apply to an Eligible Retail Shareholder and, in particular, does not apply to Eligible Retail Shareholders who:

(i) hold their Shares (or will hold their Entitlements) as revenue assets (i.e. they are engaged in a business of share trading, banking or investment) or as trading stock or otherwise;

(ii) have acquired their Shares for the purposes of resale at a profit;

(iii) acquired their Shares at a 'discount' under an arrangement which qualifies as an employee share or option plan for Australian tax purposes;

(iv) will hold their Entitlements under an arrangement that constitutes an 'employee share scheme' for Australian tax purposes;

(v) are subject to special tax rules such as a bank, insurance company, tax exempt organisation or superannuation fund; or

(vi) are non-resident Shareholders that hold their Shares as an asset of a permanent establishment in Australia.

6.2 Granting of Entitlements to acquire Shares Subject to the qualifications noted above, the granting of the Entitlements to subscribe for 8 Shares for every 1 Share held at 7.00 pm (AEST) on the Record Date should not of itself result in any amount being included in the assessable income of an Eligible Retail Shareholder.

6.3 Taking up Entitlement to acquire Shares For Eligible Retail Shareholders who take-up all or part of their Entitlement and subscribe for Shares:

(i) there should be no immediate Australian taxation liability in respect of the exercise of an Entitlement by an Eligible Retail Shareholder to acquire a Share;

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(ii) the Entitlements will cease to exist and a CGT event will occur. However, any capital gain or loss made on the exercise of the Entitlements should be disregarded for income tax purposes;

(iii) the Shares acquired as a result of exercising the Entitlements will be treated for CGT purposes as having been acquired on the day on which an Eligible Retail Shareholder exercises their Entitlements; and

(iv) the Shares should have a cost base for CGT purposes equal to the Offer Price payable for the acquisition of the Shares, plus any non-deductible incidental costs incurred in acquiring the Shares.

Taxation of Dividends and Distributions

Eligible Retail Shareholders who exercise all or part of their Entitlements will acquire Shares. Any future dividends or other distributions made in respect of those Shares will be subject to the same taxation treatment as dividends or other distributions made on existing Shares held in the same circumstances (note that the actual date of acquisition of the Shares will be relevant for the application of certain integrity rules that are based on ownership periods such as the '45 day holding period' rule).

Taxation of Capital Gains

On any future disposal of Shares, Eligible Retail Shareholders may make a capital gain or capital loss, depending on whether the capital proceeds received in respect of the disposal are more than the cost base or less than the reduced cost base of the Shares. The cost base of those Shares is described above.

An Eligible Retail Shareholder will, therefore, make a capital gain from the disposal of their Shares if the capital proceeds that they receive exceeds the cost base of their Shares. Conversely, a capital loss will arise if the reduced cost base of the Shares held by an Eligible Retail Shareholder exceeds the capital proceeds they receive.

Any capital gain made from the disposal of the Shares will be combined with any other capital gains an Eligible Retail Shareholder has made for the income year. The total capital gains will then be reduced by any capital losses an Eligible Retail Shareholder has made in the income year or can deduct from a prior income year. The resulting net capital gain (if any) will consequently be included in the Eligible Retail Shareholder's assessable income for the income year, subject to any available CGT discount (please see below).

A capital loss that arises on the disposal of the Shares may only be offset against an Eligible Retail Shareholder's assessable capital gains (before taking into account the CGT discount, if applicable) for the current income year. Any excess capital loss may be applied against the Eligible Retail Shareholder's future assessable capital gains (before taking into account the CGT discount, if applicable). A capital loss is not available to reduce other revenue or assessable income amounts.

CGT Discount

Any capital gain arising to Eligible Retail Shareholders who are individuals and trusts (other than trusts that are complying superannuation funds) can generally be reduced by 50% (after first offsetting current year or prior year capital losses from other asset disposals) if those Shares are held for at least 12 months between the date those Shares are acquired and the date of disposal.

For Eligible Retail Shareholders who are complying superannuation funds, any capital gain can generally be reduced by one-third (after first offsetting current year or prior year capital losses from other asset disposals) if those Shares are held for at least 12 months between the date those Shares are

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acquired and the date of disposal. The CGT discount is not available to Eligible Retail Shareholders that are companies.

Shares acquired by Eligible Retail Shareholders taking up all or part of their Entitlement to acquire Shares will be treated for the purposes of the CGT discount as having been acquired when the Eligible Retail Shareholder exercised the Entitlement to subscribe for them. Accordingly, in order to benefit from the CGT discount in respect of a disposal of those Shares, they must have been held for at least 12 months after the date of exercise.

6.4 Allowing the Entitlement to lapse The Entitlements offered to Eligible Retail Shareholders are personal and are not capable of being traded on ASX (or any other exchanges) nor can they be privately transferred. Eligible Retail Shareholders' Entitlements will lapse on 24 August 2011 if they are not exercised before 5.00pm on that date. Eligible Retail Shareholders may not otherwise dispose of their Entitlements.

In circumstances where Entitlements lapse, the Eligible Retail Shareholders will not acquire any new Shares under the Retail Entitlement Offer and will not have any taxation consequences as a result of the Entitlements they receive and do not exercise.

6.5 Other Australian taxes No Australian Goods and Services Tax (GST) or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of new Shares.

6.6 Tax File Number – Australian Business Number Unless you have already provided CMA with your TFN, we request that you provide us with these details or an exemption code when you apply for Shares or Additional Shares. Investors whose investment is made in the course of carrying on an enterprise may quote their ABN as an alternative. Collection of TFNs/ABNs in relation to your investment in CMA is authorised, and its use and disclosure are strictly regulated, by the tax laws and the Privacy Act. Quotation is not compulsory but withholding tax may be deducted from payments at the highest marginal tax rate plus Medicare levy if you do not quote your TFN/ABN or claim an appropriate exemption. Any amount of tax withheld from payments paid to you can be claimed as a credit in your tax return.

For more information about the use of TFNs/ABNs, please consult your professional adviser or contact the ATO.

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Section 7 – Summary of the material terms of the Underwriting Agreement 7.1 Background

This Section contains a summary of the material terms of the Underwriting Agreement that CMA has entered into in connection with the Entitlement Offer. Defined terms have the meaning given to them below. Otherwise, undefined terms have the meaning given to them in the Underwriting Agreement.

7.2 Underwriting Agreement

(a) (Parties) Under the Underwriting Agreement, Austock has agreed to underwrite and manage the Entitlement Offer.

(b) (Conditions precedent to underwriting of Institutional Entitlement Offer) The material conditions precedent to the underwriting by Austock of the Institutional Entitlement Offer are:

(i) the approval of the Entitlement Offer by Shareholders at the General Meeting to be held on 17 August 2011;

(ii) none of the Sub-Underwriters rescinding or repudiating any Sub-Underwriting Agreement at any time on or before the date of settlement of the Institutional Entitlement Offer; and

(iii) ASX not having indicated on or before 2.00pm on the date of settlement of the Institutional Entitlement Offer that it will not grant permission for the official quotation of the Shares offered under the Institutional Entitlement Offer.

(c) (Conditions precedent to underwriting of Retail Entitlement Offer) The material conditions precedent to the underwriting by Austock of the Retail Entitlement Offer are (in addition to the above):

(i) receipt by Austock of notification of any shortfall by 10.00am on the business day after the Closing Date;

(ii) none of the Sub-Underwriters rescinding or repudiating any Sub-Underwriting Agreement at any time on or before the date of settlement of the Retail Entitlement Offer; and

(iii) ASX not having indicated on or before 2.00pm on the date of settlement of the Retail Entitlement Offer that it will not grant permission for the official quotation of the Shares offered under the Retail Entitlement Offer.

(d) (Fees) On the relevant settlement date, CMA must pay, or procure payment, to Austock of:

(i) an underwriting fee equal to 5%; and

(ii) a management fee equal to 1.25%,

in each case, of the gross proceeds of the Entitlement Offer. CMA has also agreed to reimburse Austock for certain agreed costs and expenses incurred by Austock in relation to the Entitlement Offer.

(e) (Warranties and undertakings) The Underwriting Agreement contains certain common representations, warranties and undertakings provided by CMA to Austock. The warranties relate to matters such as the conduct of the parties, information provided to Austock,

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information in this Prospectus and the conduct of the Entitlement Offer. CMA's undertakings include that it will not, during the period following the date of the Underwriting Agreement until 180 days after the Closing Date, issue or agree to issue any Shares or other securities without the consent of Austock (subject to certain limited exceptions) and that it will, during the period commencing on the Announcement Date and ending on the completion of the Entitlement Offer not dispose, or agree to dispose, of the whole, or a substantial part, of its business or property without the prior written consent of Austock (such consent not to be unreasonably withheld or delayed) and carry on its business in the ordinary course.

(f) (Indemnity) Subject to certain exclusions relating to, among other things, fraud, wilful misconduct and negligence of an indemnified party, CMA agrees to keep Austock and certain affiliated parties indemnified from losses suffered in connection with the Entitlement Offer.

(g) (Termination by Austock) Austock may terminate the Underwriting Agreement if any one or more of the events set out below occurs before the date of settlement of the Retail Entitlement Offer. If the event is marked with an asterisk, Austock may terminate only if it determines reasonably and acting in good faith that the event has had or is likely to have a material adverse effect on the financial position or prospects of CMA or the success of the Entitlement Offer or the market price of or ability to settle the issue of the Shares under the Entitlement Offer or leads to a liability for Austock under the Corporations Act or any other applicable law.

(i) (ASX indices fall) The All Ordinaries Index or the S&P ASX200 is, for two consecutive Business Days, at a level which is 85% or less than the level at the close of trading on the date of this agreement;

(ii) (Withdrawal) CMA withdraws this Prospectus or the Entitlement Offer;

(iii) (Supplementary Prospectus) CMA lodges a supplementary prospectus with ASIC in a form that has not been approved by Austock;

(iv) (Indictable offence) A director of CMA or a related body corporate is charged with an indictable offence relating to a financial or corporate matter;

(v) (Timetable) Any event specified in the timetable is delayed by CMA for more than two business days without the prior written consent of Austock;

(vi) (Listing)

(A) ASX makes any official statement to any person, or indicates to CMA or Austock that an ASX approval will not be given;

(B) an ASX approval has not been given before the settlement date of the Retail Entitlement Offer;

(C) ASX announces or indicates to the Company or Austock that CMA will be removed from the official list, or that any Shares offered under the Entitlement Offer will be delisted, or that the suspension from quotation will not be lifted by 6 September 2011;

(D) ASX does not, or states that it will not, agree to grant official quotation of all the new Shares on an unconditional basis (or on a qualified conditional basis provided such qualification or condition would not, in the opinion of Austock (acting reasonably), have a material adverse effect on the Entitlement Offer) by the settlement date of the Retail Entitlement Offer or if permission for the official quotation of the Shares offered under the Entitlement Offer is granted before the date of allotment and issue of those Shares, the approval is

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subsequently withdrawn, qualified (other than by way of customary conditions) or withheld; or

(E) ASX withdraws, revokes, or amends the waivers of the Listing Rules relating to the Entitlement Offer in a way that in the reasonable opinion of Austock would have a material adverse effect on the success of the Entitlement Offer.

(vii) (Business) CMA or a related body corporate:

(A) disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(B) ceases or threatens to cease to carry on business,

in either case without the prior written consent of Austock (such consent not to be unreasonably withheld or delayed);

(viii) * (Change in law) Any of the following occurs which does or is likely to prohibit, restrict or regulate the Entitlement Offer or reduces the level of valid applications for Shares under the Entitlement Offer:

(A) the introduction or proposal to introduce legislation into the parliament of the Commonwealth of Australia or of any State or Territory of Australia;

(B) the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory; or

(C) the adoption by ASIC or its delegates or the Reserve Bank of Australia of any regulations or policy;

(ix) * (Disclosures) A statement contained in this Prospectus and certain other offer materials is or becomes false, misleading or deceptive (including, without limitation, misleading representations within the meaning of section 769C(1)), or a matter required by the Corporations Act to be included in those materials is omitted from the materials;

(x) * (Offer to comply) Any aspect of the Entitlement Offer does not comply with the Corporations Act, the Listing Rules, the waivers of the Listing Rules relating to the Entitlement Offer or any other applicable law or regulation;

(xi) * (Default) CMA is in default of a term or condition of this agreement or breaches any warranty or covenant given or made by it under this agreement;

(xii) * (New circumstances) A new circumstance arises or becomes known which, if known at the time of lodgement of this Prospectus would have been required to be included in this Prospectus;

(xiii) * (Capital structure) Other than as contemplated by this agreement, CMA or a related body corporate alters its capital structure without the prior written consent of Austock (such consent not to be unreasonably withheld or delayed);

(xiv) * (Constitution or material agreement altered) The constitution or any other constituent document or material agreement of CMA or a related body corporate is amended without the prior written consent of Austock, which consent must not be unreasonably withheld or delayed;

(xv) * (Hostilities) There is an outbreak of hostilities (whether or not war has been declared) not presently existing, or a major escalation in existing hostilities occurs, involving any one or more of the following:

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(A) Australia;

(B) the United Kingdom;

(C) the United States of America; or

(D) China;

(xvi) * (Financial position) Any adverse change, or development involving a prospective adverse change, occurs in the financial or trading position of CMA or a related body corporate, including any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Group from those disclosed in this Prospectus or other offer materials;

(xvii) * (Public statement) A public statement is made by CMA in relation to the Entitlement Offer or this Prospectus without the prior approval of Austock;

(xviii) * (Commercial banking activities) A general moratorium on commercial banking activities in Australia, the United States of America or the United Kingdom is declared by the relevant central banking authority in any of those countries or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries;

(xix) * (Management) A change in the Chairman, CEO or CFO of CMA occurs;

(xx) * (Trading of securities) Trading of all securities quoted on ASX, New York Stock Exchange or London Stock Exchange is suspended or limited;

(xxi) * (Notifications) Any of the following occurs in respect of the Entitlement Offer:

(A) ASIC issues an order (including an interim order) under section 739 of the Corporations Act except where such order does not become publicly known and is withdrawn within 3 Business Days of being made (or if it is made within 4 Business Days prior to the settlement date of the Institutional Entitlement Offer or the Retail Entitlement Offer (as applicable) it has been withdrawn prior to 12.00pm on the day before the relevant settlement date);

(B) ASIC holds a hearing under section 739(2) of the Corporations Act except where such hearing does not become publicly known and is concluded without an order (including an interim order) under section 739 of the Corporations Act being issued within 3 Business Days of the hearing commencing (or if the hearing commenced within 4 Business Days prior to the settlement date of the Institutional Entitlement Offer or the Retail Entitlement Offer (as applicable) the hearing is concluded without an order (including an interim order) under section 739 of the Corporations Act being issued prior to 12.00pm on the day before the relevant settlement date);

(C) an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Entitlement Offer or the offer materials except where such application does not become publicly known and is withdrawn within 3 Business Days of being made (or if it is made within 4 Business Days prior to the settlement date of the Institutional Entitlement Offer or the Retail Entitlement Offer (as applicable) it has been withdrawn prior to 12.00pm on the day before the relevant settlement date) or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Entitlement Offer or the offer materials except where such investigation or hearing does not become publicly known and is concluded without an order

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being issued within 3 Business Days of the investigation or hearing commencing (or if the investigation or hearing commenced within 4 Business Days prior to the settlement date of the Institutional Entitlement Offer or the Retail Entitlement Offer (as applicable) it has been concluded without an order being issued prior to 12.00pm on the day before the relevant settlement date);

(D) any person (other than Austock) who has previously consented to the inclusion of its name in this Prospectus withdraws that consent; or

(E) any person (other than Austock) gives a notice under section 730 in relation to this Prospectus.

(h) (Termination by CMA) CMA may terminate the Underwriting Agreement if a majority of the directors of CMA resolve to withdraw their recommendation for the Entitlement Offer in the event of a superior proposal to the Entitlement Offer prior to the General Meeting. If CMA so terminates the Underwriting Agreement, CMA must pay Austock a break fee of $775,000.

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Section 8 – Additional information 8.1 Nature of this Prospectus

This Prospectus is a prospectus to which the special content rules apply under section 713 of the Corporations Act. That provision allows the issue of a more concise prospectus in relation to offers of securities in a class which has been continuously quoted by ASX for the three months prior to the date of the prospectus.

The information in this Prospectus principally concerns the terms and conditions of the Retail Entitlement Offer and the information that investors and their professional advisers would reasonably require to make an informed assessment of:

(i) the effect of the Retail Entitlement Offer on CMA; and

(ii) the rights and liabilities attaching to the Shares to be issued under the Retail Entitlement Offer.

This Prospectus contains this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find such information in this Prospectus. It does not include all of the information that would be included in a prospectus for an initial public offering of shares.

8.2 Reporting and disclosure obligations

CMA is a disclosing entity for the purposes of the Corporations Act and is, therefore, subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

These obligations require ASX to be notified periodically and on a continuous basis of information about specific events and matters as they arise for the purpose of ASX making the information available to the financial market operated by ASX. CMA has, since listing, provided ASX with a substantial amount of information regarding its activities. That information is publicly available on the company announcements platform on the ASX website. Shareholders and other investors should read this Prospectus in conjunction with that publicly available information before making an investment decision.

In particular, CMA has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information concerning CMA and the CMA Group, of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of CMA's securities. CMA is also required to prepare and lodge with ASIC and ASX both yearly and half-yearly financial statements accompanied by a Directors' declaration and report, and an audit or review report.

8.3 Availability of other documents

ASX maintains detailed records of company announcements for all companies listed on ASX. CMA's announcements may be viewed on the ASX website (www.asx.com.au).

ASIC also maintains records in respect of documents lodged with it by CMA, and these may be obtained from or inspected at ASIC offices.

CMA will provide free of charge to any person who asks before the Retail Entitlement Offer closes, a copy of:

(i) the financial report of CMA for the half-year ended 31 December 2010, being the half yearly financial report most recently lodged by CMA with ASIC before the date of this Prospectus;

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(ii) the annual financial report of CMA for the year ended 30 June 2010 being the most recent annual financial report of CMA lodged with ASIC before the date of this Prospectus; and

(iii) any continuous disclosure notices given by CMA to ASX after the lodgement of the annual financial report of CMA for the year ended 30 June 2010 with ASIC and before lodgement of a copy of this Prospectus with ASIC.

CMA has lodged the following announcements since the lodgement with ASIC of the annual financial report of CMA for the year ended 30 June 2010 and before lodgement of a copy of this Prospectus with ASIC.

Date Announcement

18/07/2011 Result of institutional component of Entitlement Offer

18/07/2011 Notice of Extraordinary General Meeting

13/07/2011 CMA opens institutional component of Entitlement Offer

13/07/2011 Notice of cancellation of general meeting

13/07/2011 ASX Circular: Accelerated Non-Renounceable Entitlement Offer

12/07/2011 Appendix 3B

12/07/2011 Letter to Shareholders

11/07/2011 Adjournment and cancellation of general meeting

11/07/2011 Withdrawal of Entitlement Offer under current prospectus

11/07/2011 Chairman`s address to Extraordinary General Meeting

11/07/2011 CMA to proceed with Alternative Recapitalisation Proposal

28/06/2011 Approach regarding alternative proposal

27/06/2011 Letter to Nominee Shareholders

27/06/2011 Despatch of Prospectus and Letter to Ineligible Shareholders

16/06/2011 Letter to shareholders

15/06/2011 Appendix 3B

15/06/2011 Non-renounceable 1 for 1 rights issue - Prospectus

09/06/2011 Notice of Meeting and Explanatory Memorandum

20/05/2011 Becoming a substantial holder

06/05/2011 Becoming a substantial holder

04/05/2011 Recapitalisation Proposal for CMA from KKR

13/04/2011 Change of Location of Share Register

16/03/2011 CMA Half - Year Report, 31 December 2010 (Appendix 4D)

09/03/2011 Amendment to ANZ Bank Facility / Update on Capital Raising

07/03/2011 Update on Deferral Arrangements with the ANZ


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Date Announcement

28/02/2011 Update on Deferral Arrangements with ANZ


24/01/2011 CMA Appoints Interim CEO

22/12/2010 Policy for trading in company securities

21/12/2010 Change in substantial holding

21/12/2010 ANZ Bank defers certain amortisation

21/12/2010 CMA acquiring company holding CMA shares

20/12/2010 Successful Settlement of Litigation Against Mr D Rowe

20/12/2010 Final Director's Interest Notice

17/12/2010 Resignation of Director

07/12/2010 Final Director's Interest Notice

06/12/2010 Position of CEO

25/11/2010 Results of Meeting

25/11/2010 Chairman's Address to Shareholders

05/11/2010 Update on Corporate Restructuring

8.4 Application Monies

All Application Monies received from an Applicant will be held in a bank account on trust for Applicants as required by the Corporations Act until the Shares are issued to successful Applicants or, if the Shares are not issued, until the Application Monies are refunded to Applicants as soon as is practicable after the Closing Date. The bank account will be established and maintained by the Share Registry solely for the purpose of depositing Application Monies and retaining those funds for as long as required under the Corporations Act.

Interest earned on the Application Monies will be for the benefit of, and will remain the property of, CMA and will be retained by CMA whether or not the allotment and issue of Shares takes place.

If the Shares are not issued to you, a cheque will be drawn and relevant Application Monies will be refunded as soon as practicable after the Closing Date.

8.5 Withdrawal of Entitlement Offer

Subject to the Corporations Act, Listing Rules and the Underwriting Agreement, CMA and the Directors reserve the right to withdraw all or part of the Entitlement Offer and this Prospectus at any time prior to the issue of Shares under the Retail Entitlement Offer, in which case CMA will draw a cheque and refund Application Monies in relation to Shares not already issued in accordance with the Corporations Act and without any payment of interest to the Applicant and as soon as is practicable.

8.6 Rights and liabilities attaching to Shares

There is only one class of Shares, which are fully paid ordinary shares. The Shares issued under the Entitlement Offer will be fully paid and will rank equally with existing Shares.

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The rights and liabilities attaching to Shares are set out in the Constitution (a copy of which is available for inspection at CMA's registered office) and the Corporations Act and are subject to the Listing Rules and general law.

The principal rights and liabilities of the Shareholders as set out in the Constitution are summarised below. The summary below is not exhaustive or does it contain a definitive statement of those matters, which can involve complex questions arising from the interaction of the Constitution, statutes, common law and Listing Rule requirements. To obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, investors should seek their own advice from a professional adviser.

(a ) Voting

At a general meeting, every Shareholder present in person or by proxy, attorney or representative has one vote on a show of hands and one vote on a poll for each fully paid Share held. Voting at any meeting of Shareholders is by a show of hands unless a poll is demanded. A poll may be demanded by at least five Shareholders entitled to vote on the resolution, by Shareholders with at least 5% of the votes that may be cast on the resolution on the poll or by the Chairman.

(b ) Divide nds

Shares carry the right to receive dividends. The Directors may from time-to-time pay dividends to Shareholders out of the profits of CMA. The Directors may pay any interim and final dividends as, in their judgement, the financial position of CMA justifies. The Directors may fix the amount and the method of payment of the dividends. The payment of a dividend does not require any confirmation by a general meeting. Dividends are payable to Shareholders who are on register of members of CMA on the day the resolution declaring the dividend is passed or on the day fixed for payment. Subject to any special rights attaching to Shares with special dividend rights, of which none are currently on issue, all dividends must be paid equally on all Shares and in proportion to the number of, and the amounts paid on, the Shares held.

(c ) Tra ns fer o f S hares

Shareholders may transfer Shares by a written transfer instrument in the usual form or any form approved by the Directors or by a proper transfer effected in accordance with the ASX Settlement Operating Rules and ASX requirements. All transfers must comply with the Constitution, the Listing Rules, the ASX Settlement Operating Rules and the Corporations Act. The Directors may refuse to register a transfer of Shares, including in circumstances where the transfer is not in registrable form, or the refusal to register the transfer is permitted by the Listing Rules or ASX. The Directors must refuse to register a transfer of Shares where required to do so by the Listing Rules. If the Directors decline to register a transfer, CMA must give notice of the refusal and the reasons for the refusal as required by the Corporations Act and the Listing Rules. Subject to the Corporations Act, Listing Rules and ASX Settlement Operating Rules, the Directors may suspend the registration of transfers at such times and for such periods as they determine.

(d ) Sale o f non-marke ta b le parce ls

The Constitution provides that the Directors may cause CMA to sell a Shareholder's Shares, if that Shareholder holds less than a marketable parcel of Shares, provided that the procedures set out in the Constitution are followed. A non-marketable parcel of Shares is defined in the Listing Rules and is, generally, a holding of Shares with a market value of less than $500.

(e ) Dire c tors

The number of Directors must be a minimum of 3 and not more than 9, unless members in a general meeting increase or reduce the number (but the number must not be reduced below 3). Directors are elected at annual general meetings of CMA. Retirement occurs on a rotational basis so that generally

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one-third of the Directors must retire at each annual general meeting of CMA. No Director may retain office for more than 3 years without submitting himself or herself for re-election. The Managing Director is not subject to retirement by rotation and is not taken into account in determining the rotation or retirement of directors.

(f) Ge nera l mee ting a nd no tice s

Each Shareholder is entitled to receive notice of, and except in certain circumstances, attend and vote at general meetings of CMA and receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution or the Corporations Act.

(g ) Va ria tion o f c las s righ ts

Subject to the Corporations Act and their terms of issue, the rights attaching to any class of Shares may be varied or cancelled by special resolution of CMA and either the written consent of at least 75% of the holders of Shares in the class or a special resolution passed at a separate meeting of the holders of Shares of the class.

(h ) Is s ue o f further S ha re s

The Directors may (subject to the restrictions on the issue of Shares imposed by the Constitution, the Listing Rules and the Corporations Act) issue further Shares and grant options in respect of further Shares on terms and conditions (including preferential, deferred or special rights, privileges or conditions, or restrictions) as they see fit.

(i) Winding up or liquida tion

CMA has only one class of shares on issue, which all rank equally in the event of liquidation. Once all the liabilities of CMA are satisfied, a liquidator may, with the authority of a special resolution of shareholders, divide among the shareholders at the time the whole or any part of the remaining assets of CMA. The liquidator may with the sanction of a special resolution of CMA vest the whole or any part of the assets in trust for the benefit of shareholders as the liquidator thinks fit, but no shareholder can be compelled to accept any Shares or other securities in respect of which there is any liability. Subject to any special resolution or rights or restrictions attaching to any class or classes of Shares, Shareholders will be entitled on a winding up to a share in any surplus assets of CMA in proportion to the Shares held by them.

(j) S ha re holder lia b ility

As the Shares offered under the Prospectus are fully paid shares, they are not subject to any calls for money by the directors and will therefore not become liable for forfeiture.

(k) Ame ndme nt

The Constitution may be amended only by a special resolution passed by at least three quarters of the votes cast by Shareholders entitled to vote on the resolution. Currently, the Corporations Act requires at least 28 days' written notice specifying the intention to propose the resolution to be given.

8.7 Ownership restrictions

The sale and purchase of Shares is regulated by a number of laws that restrict the level of ownership or control by any one person (either alone or in combination with others). This Section contains a general description of these laws.

(a ) Fore ign Ac qu is itions a nd Ta ke ove rs Ac t

Generally, the Foreign Acquisitions and Takeovers Act 1975 (Cth) applies to acquisitions of Shares and voting power in a company of 15% or more by a single foreign person and its associates (known as a 'substantial interest'), or 40% or more by two or more un-associated foreign persons and their associates (known as an 'aggregate substantial interest'). Where an acquisition of a substantial

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interest or aggregate substantial interest meets certain criteria, the acquisition may not occur unless notice of it has been given to the Commonwealth Treasurer and the Commonwealth Treasurer has either stated that there is no objection to the proposed acquisition in terms of the Federal Government's 'Foreign Investment Policy' or a statutory period has expired without the Commonwealth Treasurer objecting. An acquisition of a substantial interest or an aggregate substantial interest meeting certain criteria may also lead to divestment orders unless the process of notification, and either a statement of non-objection or expiry of a statutory period without objection, has occurred.

(b ) Corpora tions Ac t

The takeovers provisions in Chapter 6 of the Corporations Act restrict acquisitions of shares in listed companies, if the acquirer's (or another party's) voting power would increase to above 20%, or would increase from a starting point that is above 20% and below 90%, unless certain exceptions apply. The Corporations Act also imposes notification requirements on persons having voting power of 5% or more in CMA.

8.8 Interests of Directors

(a ) In te re s ts

Except as set out in this Prospectus, no Director of CMA holds, at the time of lodgement of this Prospectus with ASIC, or has held in the two years before lodgement of this Prospectus with ASIC, any interest in:

(i) the formation or promotion of CMA;

(ii) the offer of securities by CMA; or

(iii) any property acquired or proposed to be acquired by CMA in connection with the formation or promotion of CMA or the offer of securities by CMA,

other than in their capacity as a Shareholder.

Except as set out in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit, to any Director of CMA:

(i) to induce that person to become, or qualify as, a Director; or

(ii) for services provided by that person in connection with the formation or promotion of CMA or the offer of securities by CMA.

(b ) Holdings of S hares

At the date of this Prospectus the number of Shares held personally by each of the Directors, and Shares in which they have a relevant interest, is as follows:

Director Shares personally held by the Director (including through a nominee)

Shares in which Director has a relevant interest

Peter Lancken Nil Nil

Joseph Tong Hong Chung 34,934,532 34,934,532

Mike Greulich 680,000 680,000

Oliver Scholz 78,260,000 381,140,528

Parag-Johannes Bhatt Nil Nil

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Director Shares personally held by the Director (including through a nominee)

Shares in which Director has a relevant interest

Trevor Schmitt 600,000 600,000

(c ) S ub-unde rwriting

Austock has informed CMA that Austock has entered into sub-underwriting arrangements for the Entitlement Offer. Scholz and its Associates are existing CMA Shareholders and their commitments set out in the table below are a combination of sub-underwriting and commitments to take up their Entitlements in the Entitlement Offer.

Sub-Underwriter Maximum no. of Shares either taken up or sub-underwritten

$ amount of take up or sub-underwriting

Scholz and its Associates (current substantial shareholders of CMA)

3,200,000,000 $32,000,000

Peter Lancken (CMA Director and CEO) 10,000,000 $100,000

Joseph Chung (CMA Director) 200,000,000 $2,000,000

Oliver Scholz is a CMA Director and is an Associate of Scholz. CMA has been informed that Scholz, Peter Lancken and Joseph Chung will each be entitled to a fee from Austock equal to 2% of the amount they have either taken up or sub-underwritten as set out in the above table.

8.9 Shareholding qualifications

The Directors are not required to hold any Shares in CMA under the Constitution.

8.10 Remuneration of Directors

The Constitution provides that the non-executive Directors are entitled to remuneration as determined by CMA in general meeting, but until so determined, that remuneration must not exceed $600,000 to be apportioned among them in the manner that the Directors in their absolute discretion determine. For FY2011, it is expected that the non-executive Directors' fees will not exceed $600,000.

A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their Directorship or any special duties.

Each of Peter Lancken, Joseph Chung and Trevor Schmitt, as executive Directors of CMA, will also receive a salary and other benefits as employees of CMA. The salary and other benefits that each may receive is on commercial terms commensurate with the salary packages available to executive officers of public companies of a similar size and industry grouping to CMA.

8.11 Interests of experts and advisers

(i) Except as set out in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoter of CMA, or broker or underwriter to the Entitlement Offer (each a relevant person):

(A) holds, or has held in the two years before the date of this Prospectus, any interest in:

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(I) the formation or promotion of CMA;

(II) any property acquired or proposed to be acquired by CMA in connection with the formation or promotion of CMA or the offer of securities; or

(III) the offer of securities; or

(B) has been paid or agreed to be paid any amount, and no benefit has been given or agreed to be given, for services provided in connection with:

(I) the formation or promotion of CMA; or

(II) the offer of securities.

(ii) CMA has engaged the following professional advisers:

(A) Pitt Capital Partners has acted as co-manager of the Entitlement Offer. CMA has agreed to pay Pitt Capital Partners a fee of 1% of the total funds raised under the Entitlement Offer (excluding disbursements and GST);

(B) Austock, to act as the underwriter to the Entitlement Offer, for which they will receive fees as specified in Section 7.2 of this Prospectus;

(C) Minter Ellison has acted as Australian legal adviser to CMA in connection with the Entitlement Offer. In aggregate, CMA has paid or agreed to pay Minter Ellison approximately $340,000 (excluding disbursements and GST) for these services to the date of this Prospectus. Further amounts may be paid to Minter Ellison in accordance with its normal time based charges; and

(D) Deloitte acts as auditor of CMA. CMA has paid, or has agreed to pay, approximately $667,000 (plus disbursements and GST) in respect of audit and review services for the year ended 30 June 2010 and the half-year ended 31 December 2010. Deloitte has also provided a range of other services in connection with the Entitlement Offer, including work in relation to due diligence enquiries. CMA has paid, or agreed to pay, approximately $55,000 (plus disbursements and GST) for these services.

8.12 Regulatory matters – ASX waivers and ASIC modifications

ASX has given in-principle advice that it will grant to CMA waivers from Listing Rules 3.20.2, 7.1, 7.11.3, 7.15, 7.40 and 10.11 to the extent necessary to:

(i) permit CMA to make the Entitlement Offer in the manner described in this Prospectus without the requirement to obtain Shareholder approval under Listing Rule 7.1; and

(ii) permit Related Parties of CMA to participate in the Entitlement Offer on the same terms as other Shareholders without the requirement to obtain Shareholder approval under Listing Rule 10.11,

in each case on the condition, among other things, that CMA obtains Shareholder approval for the Entitlement Offer in the manner described below.

The waiver of Listing Rule 7.11.3 permits the ratio of Shares offered under the Entitlement Offer to be greater than one Share for each Share held. This waiver is conditional on the Entitlement Offer being approved by Shareholders at a general meeting and that the notice of meeting includes a voting exclusion statement that excludes substantial Shareholders in CMA and any proposed underwriters, sub-underwriters, brokers and managers (or co-managers as the case may be) and their respective associates, from voting on the approval resolution.

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The waiver of Listing Rule 7.15 allows the Record Date for the Entitlement Offer to be before the date of the General Meeting (rather than being at least 7 business days after the date of the General Meeting).

The waiver of Listing Rule 7.1 waiver is subject to conditions. The effect of these conditions is to permit CMA to:

(i) offer Shares pro-rata to Eligible Institutional Shareholders on or before 7.00pm on the Record Date under the Institutional Entitlement Offer;

(ii) offer the Shares relating to Entitlements not taken up by those Eligible Institutional Shareholders, and the Shares relating to the Entitlements that Ineligible Institutional Shareholders would have received had they been Eligible Institutional Shareholders, to certain Institutional Investors, as long as Shares are offered under the Institutional Entitlement Offer and the Retail Entitlement Offer are offered at the same price and on the same 8 for 1 basis; and

(iii) offer the Shares relating to Entitlements not taken up by those Eligible Retail Shareholders, and the Shares relating to the Entitlements that Ineligible Retail Shareholders would have received had they been Eligible Retail Shareholders, to certain Institutional Investors, as long as Shares are offered under the Institutional Entitlement Offer and the Retail Entitlement Offer at the same price and on the same 8 for 1 basis.

The Listing Rule 10.11 waiver permits Related Parties of CMA to participate in the Entitlement Offer on the same terms as other Eligible Shareholders without a requirement to obtain Shareholder approval. This waiver is subject to the same conditions imposed in relation to the waiver of Listing Rule 7.1 as described above. Additionally, it is a condition of the Listing Rule 10.11 waiver that Related Parties of CMA do not participate in the Entitlement Offer beyond their pro-rata entitlement unless they do so pursuant to a bona fide underwriting agreement with the terms of that underwriting agreement disclosed in the Prospectus.

ASX has also confirmed that CMA may ignore, for the purposes of determining those entitled to receive Entitlements (both under the Institutional Entitlement Offer and the Retail Entitlement Offer), transactions occurring after the announcement of the Entitlement Offer.

ASX has also granted CMA waivers of ASX Listing Rules 3.20 and 7.40 to the extent necessary to permit the Offer to proceed on the timetable described in this Prospectus on condition that the Offer timetable is acceptable to ASX.

8.13 Privacy

As a Shareholder, CMA and the Share Registry have already collected certain personal information from you. If you apply for Shares under the Retail Entitlement Offer, CMA and the Share Registry may update that personal information or collect additional personal information. Such information will be used to assess your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration.

Company and tax law requires some of the information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, if at all.

CMA and the Share Registry may disclose your personal information for purposes related to your shareholding to their agents and service providers, including those listed below or otherwise authorised under the Privacy Act:

(i) the Share Registry for administration of the Retail Entitlement Offer and ongoing administration of the Share register; and

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(ii) printers and mailing houses for the purposes of preparation and distribution of Shareholder statements and for handling of mail.

Under the Privacy Act, you may request, access to your personal information held by (or on behalf of) CMA or the Share Registry. You can request access to your personal information by contacting the Share Registry as follows:

By post to: Privacy Officer Computershare Investor Services Pty Limited GPO Box 7045 Sydney NSW 2001

If CMA's or the Share Registry's record of your personal information is incorrect or out of date, it is important that you contact the Share Registry so that your records can be corrected.

8.14 Consents

Each of the parties referred to as consenting parties in the table below:

(i) other than as specified in the table, has not made any statement in this Prospectus or any statement on which a statement made in this Prospectus is based;

(ii) has not authorised or caused the issue of the Prospectus;

(iii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus or any statements in or omissions from this Prospectus, other than the reference to its name and (if applicable) any statement or report included in this Prospectus with the consent of that person, in the form and context in which it appears;

(iv) has given and has not, before the lodgement of this Prospectus with ASIC, withdrawn its written consent:

(A) to be named in this Prospectus in the form and context in which it is named; and

(B) to the inclusion in this Prospectus of the statements specified in the table below.

Role Consenting party Statements in the Prospectus

Underwriter Austock Section 8.11(ii)(B)

Co-manager Pitt Capital Partners Section 8.11(ii)(A)

Australian Legal Adviser Minter Ellison Section 8.11(ii)(C) and its name and address in Section 10

Auditor Deloitte Touche Tohmatsu Section 8.11(ii)(D) and its name and address in Section 10

Share Registry Computershare Investor Services Pty Limited

Section 10 only with respect to its name and address

8.15 Governing law

This Entitlement Offer and the contracts that arise on the acceptance of the Applications are governed by the laws applicable in New South Wales, Australia. Each Applicant for Shares submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

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8.16 Foreign jurisdictions

(a ) Unite d S ta te s o f Ame ric a

None of the Entitlements under the Entitlement Offer or the Shares to be issued under the Entitlement Offer have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of, a US Person, and the Shares to be issued under the Entitlement Offer may not be offered, sold or resold in the United States or to, or for the account or benefit of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. CMA is not registered as an 'investment company' under the Investment Company Act. Accordingly, the Shares will constitute 'restricted securities' within the meaning of Rule 144(a)(3) under the US Securities Act and, for so long as the Shares to be issued under the Entitlement Offer remain restricted securities, the Shares may not be deposited in any unrestricted American Depository Receipt facility with respect to the ordinary shares of CMA.

(b ) In fo rma tion for Ne w Zeala nd S ha re ho lders

This Retail Entitlement Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and its associated regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings Australia) Regulations 2008.

This Retail Entitlement Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and its associated regulations set out how the offer must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this Retail Entitlement Offer. If you need to make a complaint about this offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

This Retail Entitlement Offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

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(c ) Singa pore

This Prospectus and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares, may not be issued, circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This Prospectus has been given to you on the basis that you are (i) an existing holder of Shares; (ii) an 'institutional investor' (as defined under the SFA); or (iii) a 'relevant person' (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this Prospectus to any other person in Singapore.

Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly.

(d ) Unite d Kingdom

Neither this Prospectus nor any other documents have been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000 (FSMA)) has been published or is intended to be published in respect of the Shares. Accordingly, the Shares may not be offered or sold in the United Kingdom by means of this Prospectus or any other document, except to persons who are qualified investors within the meaning of section 86(7) of FSMA.

This Prospectus is being distributed only to, and is directed only at, persons in the United Kingdom that are qualified investors, within the meaning of Article 2(1)(e) of European Union Directive 2003/71/EC that: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (Order); or (b) are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and to any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as 'relevant persons'). This Prospectus must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Prospectus relates is available only to relevant persons and will be engaged in only with such persons. This Prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this Prospectus or any of its contents.

(e ) Ge rma ny

No offer is made under this Prospectus in Germany, other than to qualified investors as defined in Sec. 2 No. 6 of the German Securities Prospectus Act (Wertpapierprospektgesetz) or in circumstances where the offer of Shares is exempt from the publication of a prospectus according to the German Securities Prospectus Act. Therefore, this Prospectus has not been and will not be submitted for approval to the Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). This Prospectus and any other material relating to the Shares, as well as information contained therein, may not be communicated to the public in Germany in any form and by any means, and any offer or solicitation within Germany made in connection with the Shares

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must be in full compliance with the German Securities Prospectus Act and the German Investment Funds Act (Investmentgesetz). This Prospectus and other offering materials relating to the offer of the Shares is strictly confidential and may not be distributed to any person or entity other than the designated recipients hereof.

8.17 Consents to lodgement

Each Director of CMA has consented, and not withdrawn their consent, to the lodgement of this Prospectus with ASIC as required by section 720 of the Corporations Act. Signed for an on behalf of CMA by:

Mr Trevor Schmitt Director and Company Secretary CMA Corporation Limited

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Section 9 – Glossary In this Prospectus and the accompanying Entitlement and Acceptance Form, terms and abbreviations have the following meanings unless the context otherwise requires.

Terms and abbreviations Meaning

$ or A$ or dollars Australian dollars

ABN Has the meaning given to it in Section 6.4

Additional Shares Shares that an Eligible Retail Shareholder may apply for in excess of their Entitlement under the Retail Entitlement Offer, as more specifically described in Section 1.4(a)

AEST Australian eastern standard time

Applicant An Eligible Retail Shareholder that submits an Application

Application An application to subscribe for Shares pursuant to the Retail Entitlement Offer

Application Monies Monies received from Applicants in respect of their Applications

ASIC Australian Securities and Investments Commission

Associate Has the meaning given to it section 9 of the Corporations Act

ASX ASX Limited (ABN 98 008 624 691) or the financial market operated by that entity known as the Australian Securities Exchange

Austock Austock Securities Limited (ABN 51 053 513 438)

ATO Has the meaning given to it in Section 6.1

Board or CMA Board The board of Directors of CMA

CGT Has the meaning given to it in Section 6.1

Chairman The chairman of the Board of Directors being Mr Parag-Johannes Bhatt

CHESS Has the meaning given to it in Section 1.7

Closing Date 5.00pm (AEST) on 24 August 2011, being the latest time and date by which Entitlement and Acceptance Forms and BPAY® payments of Application Monies will be accepted under the Retail Entitlement Offer (subject to variation)

CMA or Company CMA Corporation Limited ACN 113 329 016

CMA Group or Group CMA and all its Controlled entities

CMA Recycling Has the meaning given to it in Section 3.3

Consolidation The proposed consolidation of every 40 Shares to 1 Share on 12 September 2011

Constitution The constitution of CMA

Control Has the meaning given to it in section 50AA of the Corporations Act

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Corporations Act Corporations Act 2001 (Cth) and its regulations

Director A director of CMA

Eligible Institutional Shareholder Each Shareholder (either directly or through a custodian or nominee) who as at the 7.00pm on the Record Date:

a) is an Institutional Investor;

b) received an offer under the Institutional Entitlement Offer as agreed by CMA and Austock under the Underwriting Agreement (for the avoidance of doubt, this excludes an Ineligible Institutional Shareholder); and

c) is not in the United States and is not a US Person or acting for the account or benefit of a US Person.

Eligible Retail Shareholder A Shareholder who at 7.00pm (AEST) on the Record Date:

a) has a registered address in Australia or New Zealand;

b) is not in the United States and is not a US Person or acting for the account or benefit of a US Person;

c) is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer; and

d) is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder.

Eligible Shareholder A Shareholder who is an Eligible Institutional Shareholder or an Eligible Retail Shareholder

Entitlement The number of Shares for which an:

a) Eligible Retail Shareholder is entitled to subscribe for under the Retail Entitlement Offer; or

b) Eligible Institutional Shareholder is entitled to subscribe under the Institutional Entitlement Offer,

in each case being 8 Shares for every 1 existing Share held at 7.00pm (AEST) on the Record Date.

Entitlement and Acceptance Form

Each personalised 'Entitlement and Acceptance Form' accompanying this Prospectus upon which an Application may be made.

Entitlement Offer The offer of approximately 7,746 million Shares to Eligible Shareholders in the proportion of 8 Shares for every 1 existing Share held at 7.00pm (AEST) on the Record Date. The Entitlement Offer comprises two parts: the Institutional Entitlement Offer and the Retail Entitlement Offer.

Existing Facility Agreements the 'Amended and Restated Syndicated Facility Agreement' and 'Security Trust Deed' which were amended by way of a 'Deed of Amendment and Restatement' dated 8 March 2011 between, among others, CMA, Australia and New Zealand Banking Group Limited ACN 005 357 522 and ANZ Fiduciary Services Pty Limited ACN 100 709 493

FY The financial year ended 30 June as the context requires

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General Meeting the general meeting of Shareholders to be held at 11am on 17 August 2011 (as detailed in the Notice of Meeting) to consider and, if thought fit, pass the Proposed Resolutions (and any adjournment of that meeting)

GST Has the meaning given to it in Section 6.5

Ineligible Institutional Shareholder

A Shareholder (or a beneficial owner of Shares) at 7.00pm (AEST) on the Record Date who is not an Eligible Institutional Shareholder and who CMA and Austock agree is either:

a) an Institutional Investor; or

b) although not an Institutional Investor, is a person to whom offers and issues of Shares could lawfully be made in Australia without the need for disclosure under Chapter 6D of the Corporations Act if that Shareholder had received the offer in Australia,

and who should not receive an offer under the Institutional Entitlement Offer in accordance with ASX Listing Rule 7.7.1(a).

Ineligible Retail Shareholder A Shareholder as at 7.00pm (AEST) on the Record Date who is not an:

a) Eligible Institutional Shareholder;

b) Ineligible Institutional Shareholder; or

c) Eligible Retail Shareholder.

Investment Company Act Investment Company Act of 1940 (US)

Institutional Entitlement Offer The offer of Shares to Eligible Institutional Shareholders and certain other Institutional Investors under the component of the Entitlement Offer as described in Section 1.5(a).

Institutional Investor A person in a jurisdiction agreed between CMA and Austock to whom offers and issues of Shares may lawfully be made without the need for disclosure to investors under Chapter 6D of the Corporations Act or without any other lodgement, registration or approval with or by a government agency (other than one with which CMA is willing to comply), provided that they are not a US Person or acting for the account or benefit of a US Person

Institutional Shareholder A Shareholder at 7.00pm (AEST) on the Record Date who is an Institutional Investor.

KAM KKR Asset Management LLC

Listing Rules The official listing rules of ASX, as amended or replaced from time to time except to the extent of any written waiver granted by ASX

Notice of Meeting The CMA notice of meeting and explanatory statement for the General Meeting of Shareholders (dated [15] July 2011)

NPAT Net profit after tax

Offer Price $0.01 per Share

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Pitt Capital Partners Pitt Capital Partners Limited (ACN 000 651 427)

Previous Prospectus The prospectus lodged by CMA with ASIC on 15 June 2011. The offer under the Previous Prospectus has been withdrawn by CMA and, therefore, cannot be accepted by you

Previous Subscription Agreement

The agreement titled 'Subscription Agreement' between CMA and KAM dated 4 May 2011

Privacy Act Privacy Act 1988 (Cth)

Proposed Resolutions the proposed resolutions to approve the Entitlement Offer and the Consolidation, as set out in the Notice of Meeting

Prospectus This prospectus dated 18 July 2011 and lodged with ASIC on that date

Record Date 19 July 2011

Regulation S Regulation S promulgated under the US Securities Act

Related body corporate Has the meaning given to it in section 50 of the Corporations Act

Retail Entitlement Offer The offer of Shares, under this Prospectus, to Eligible Retail Shareholders under a non-renounceable pro-rata entitlement offer of 8 Shares for every 1 Share held at 7.00pm (AEST) on the Record Date, as well as the offer to Eligible Retail Shareholders to subscribe for Additional Shares in excess of their Entitlement

Retail Entitlement Offer Period The period commencing on the opening date of the Retail Entitlement Offer, as specified in the 'Key dates' Section of this Prospectus, and ending on the Closing Date

Scholz Scholz AG and its Associates, including Scholz Invest GmbH and Oliver Scholz

Section A section of this Prospectus

Share or CMA Share A fully paid ordinary share in the capital of CMA

Share Registry Computershare Investor Services Pty Limited (ABN 48 078 279 277)

Shareholder The registered holder of one or more Shares

Shareholder Information Line The information line that Shareholders may call if they have questions in relation to this Prospectus being 1300 581 892 if calling from within Australia or +61 3 9938 4338 if calling from outside Australia

Souls Souls Private Equity Limited and its Associates

Superseded Recapitalisation Proposal

Has the meaning given to it in the Chairman's letter on page 6 of this Prospectus

TFN Has the meaning given to it in Section 6.4

Underwriting Agreement The agreement titled 'Underwriting Agreement' between CMA and Austock dated on or about the date of this Prospectus as more specifically described in Section 7.2

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United States United States of America

US$ United States dollars

US Person The meaning given in Rule 902(k) of Regulation S under the US Securities Act

US Securities Act The US Securities Act of 1933, as amended

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Section 10 – Corporate directory

CMA Corporation Limited

Corporate Head Office

Level 5, 160 Sussex Street Sydney NSW 2000 AUSTRALIA

Website

www.cmacorp.net

Shareholder Information Line

Within Australia: 1300 581 892

Outside Australia: +61 3 9938 4338

Underwriter

Austock Securities Limited

Level 9, 56 Pitt Street Sydney NSW 2000

Tel: +61 3 8601 2025

Co-manager

Pitt Capital Partners Limited

Level 2, 160 Pitt Street Mall Sydney NSW 2000

Australian Legal Adviser

Minter Ellison

Aurora Place Level 19, 88 Phillip Street Sydney NSW 2000

Auditor

Deloitte Touche Tohmatsu

Grosvenor Place 225 George Street Sydney NSW 2000

Share Registry

Computershare Investor Services Pty Limited

Yarra Falls 452 Johnston Street Abbotsford VIC 3067

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http://www.cmacorp.net/�

CMA Corporation Limited ACN 113 329 016 Please return completed form to:

Computershare Investor Services Pty Limited GPO Box 505 Melbourne

Victoria 3001 Australia Enquiries (within Australia) 1300 581 892

(outside Australia) 61 3 9938 4338

1301011221012102012221332120133322113 000001 000 SAM Securityholder Reference Number (SRN) MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I 1234567890 I N D Use a black pen. Print in CAPITAL letters inside the grey areas.

For your security keep your SRN/HIN confidential.

Entitlement and Acceptance Form (including Additional Shares) This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and

requires your immediate attention. If you are in any doubt as to how to deal with this Entitlement and Acceptance Form (“Form”), please consult your financial or

other professional adviser.

Retail Entitlement Offer closing 5.00pm (Sydney time) on 24 August 2011 (unless extended)

This Form relates to the Retail Entitlement Offer of new Shares to Eligible Retail

Shareholders of CMA Corporation Limited (“CMA”) at an Offer Price of $0.01 per new Share

on the basis of 8 new Shares for every 1 existing Share held at 7.00pm (Sydney time) on 19

July 2011 (“Record Date”) made under the prospectus, dated 18 July 2011, by CMA

(“Prospectus”). You should read the Prospectus carefully before completing this Form.

By submitting this Form or by using the BPAY® facility to accept the Retail

Entitlement Offer, I/we represent and warrant that I/we have read and understood the

Prospectus and

I/we acknowledge the matters, and make the warranties, declarations and representations

contained therein (including that I/we are eligible under all applicable securities laws to receive

an offer or participate in the Retail Entitlement Offer) and declare that this Application is

completed and lodged according to the Prospectus and the instructions on this Form and

declare that all details and statements made by me/us are complete and accurate. I/we agree

to be bound by the constitution of CMA and agree to the terms and conditions of the

Entitlement Offer under the Prospectus and I/we provide authorisation to be registered as the holder of the new Shares for which I/we have applied.

I/We enclose my/our payment for the amount shown being A$0.01 per new Share. I/We hereby authorise you to register me/us as the holder(s) of the new Share

allotted to me/us.

See back of form for completion guidelines PLEASE DETACH HERE

Please see overleaf for Payment Options Paperclip

cheque(s) here.

Do not staple.

CMA Corporation Limited ACN 113 329 016

Biller Code: 123456

Ref No: 1234 5678 9012 3456 78 Number of new Shares applied for (being not more than your Entitlement shown in box A)

Amount enclosed at A$0.01 per new Share (add boxes B and C and then multiply by $0.01)

Payment Details – Please note that funds are unable to be directly debited from your bank account Cheque amount Drawer Cheque number BSB number Account number

Make your cheque or bank draft payable to CMA Corporation Limited - ANREO Entitlement Offer

Contact Details

Please provide your contact details in case we need to speak to you about this form Name of contact person Contact person’s daytime telephone number

1234567890123456+1234567890-1234+12

( )

F

A$

E

A$ . B

Ent: X,XXX Pay: X,XXX

A Securityholder Entitlement details

Subregister

Number of Shares held at 7.00pm on the Record Date

Entitlement to new Shares on a 8 for 1 basis

Amount payable for full acceptance at A$0.01 per new Share

Entitlement Number

123456789012

X,XXX,XXX.XX

XXX,XXX,XXX

XXX,XXX,XXX

Issuer

1 2 3

A B C

C D Number of Additional new Shares applied for in excess of your Entitlement shown in box A

C C

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How to complete the Entitlement and Acceptance Form Please read these instructions carefully. Note that photocopies will not be accepted. These instructions are cross-referenced to each section of the Form.

You can pay by Bpay using the details set out at the bottom left of this page (under Details of your Entitlement based on your holding of Shares of CMA at 7.00pm

return this Form, and you will be deemed to have applied for such whole number of

You can apply to accept either all or part of your Entitlement. Enter in box B the (2) Payment by cheque, bank draft or money order

your Entitlement in full, write in box B the number of new Shares shown in box A drawn on an Australian branch of a financial institution. Such payment must be

number of new Shares for which you wish to apply. You may not apply for more Negotiable”. Payments not properly drawn may be rejected.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds

and may result in your Form being rejected. Paperclip (do not staple) your cheque(s) Enter the amount of Application Monies. To calculate the amount payable, multiply

be forwarded. box B) by $0.0053.

Enter the name of a contact person and telephone number. These details will only be You can apply for Shares utilising the payment options detailed below. Please

If you are applying for shares and your payment is being made by Bpay, you do not need to complete this Form. If paying by Bpay the amount of your payment received in the account divided by the Offer Price

will be deemed to be the total number of new Shares you are applying for. Your payment must be received by no later than 5.00pm (Sydney time) on 24 August 2011. Applicants should be aware that their own

financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Ensure you have read and accurately

followed your banking institution’s Bpay FAQ or other instructions prior to making multiple payments for multiple holdings under this offer. Neither Computershare Investor Services Pty Limited (CIS) nor CMA

accepts any responsibility for loss incurred through incorrectly completed Bpay payments. It is the responsibility of the applicant to ensure that funds submitted through Bpay are received on time.

If you are paying by cheque, bank draft or money order, this Form and cleared funds must be received by CIS Melbourne by no later than 5.00pm (Sydney time) on 24 August 2011. You should allow

sufficient time for this to occur. A reply paid envelope is enclosed for Shareholders in Australia. New Zealand Shareholders will need to affix the appropriate postage. Return the Form with cheque attached.

Neither CIS nor CMA accepts any responsibility if you submit the Form at any other address or by any other means.

If you do not deal with your Entitlement it will lapse at 5.00 pm on 24 August 2011 (Sydney time).

• If the amount you pay is insufficient to pay for the number of new Shares you wish to accept, you will be taken to have applied for such lower number of new Shares as that amount will pay for, or your

Application will be rejected. If the amount you pay is in excess of the amount required to pay for the number of new Shares you wish to accept, the excess Application Monies will be returned to you in

accordance with the terms of the Prospectus.

This Form must only be used by/for the shareholder whose details appear on the front of this form.

Your Application is irrevocable and may not be varied or withdrawn, except as required by law.

This Form should not be relied upon as evidence of the current entitlement under the Retail Entitlement Offer of the person named on the front of this Form.

•

•

• By submitting this Form along with your application monies or making a payment by Bpay, you:

•

•

•

authorise us to register you as the holder(s) of the new Shares allotted to you;

declare that all details and statements in this Form are complete and accurate;

declare that you are over 18 years of age and have full legal capacity and power to perform all

your rights and obligations under this Form;

acknowledge that once CMA receives your Form or payment by Bpay, you may not withdraw it

(other than as permitted by law);

agree to apply for, and be issued with, the number of new Shares that you apply for at the offer

price of A$0.01;

• authorise CMA and its officers or agents to do anything on your behalf necessary for the new

Shares to be issued to you, including to act on instructions of CIS upon using the contact details

set out in this Form;

declare that, as at the Record Date, you arve the current registered holder(s) of the securities

in your name and are an Australian or New Zealand resident (or a resident of a jurisdiction in

which you are permitted to receive the Retail Entitlement Offer without a prospectus,

registration or other formality);

acknowledge that the information contained in the Prospectus is not investment advice or

a recommendation that new Shares are suitable for you, given your investment objectives,

financial situation or particular needs.

•

•

•

•

Interpretation

Terms used in this Entitlement and Acceptance Form have the same meaning as defined in the Prospectus, unless otherwise defined in this Form.

The new Shares have not been and will not be registered under the U.S. Securities Act of 1933 or the securities laws of any state of the United States and may not be offered or sold in the United States or

to, or for the account or benefit of, U.S. Persons (as defined under Regulation S under the U.S. Securities Act of 1933).

If you have any enquiries concerning this Entitlement and Acceptance Form or your Entitlement, please contact CIS on 1300 581 892 within Australia

or +61 3 9938 4338 from outside Australia.

This form may not be used to notify your change of address. For information please contact CIS on 1300 581 892 or visit the share registry at www.computershare.com (Certificated/Issuer

Sponsored Holders only).

® Registered to Bpay Pty Ltd ABN 69 079 137 518

Payment Options:

CMA Corporation Limited

Computershare Investor

Services Pty Limited

GPO Box 505

Melbourne, Victoria 3001

AUSTRALIA

Biller Code: 123456

Ref No: 1234 5678 9012 3456 78

I1234567890 Entitlement Number: <xxxxxxxxxx> Telephone & Internet Banking – BPAY

Call your bank, credit union or building

society to make this payment from your

cheque or savings account. More info:

www.bpay.com.au

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000

CHESS holders must contact their Controlling Participant to notify them of a change of address.

Privacy Statement Personal information is collected on this form by CIS, as registrar for CMA, for the purpose of maintaining a register of shareholders, facilitating distribution payments and other corporate actions and

communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted

by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the

Corporations Act 2001, you may be sent material (including marketing material) approved by CMA in addition to general corporate communications. You may elect not to receive marketing material by

contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected]

D F

B

A

D

Securityholder Entitlement Details

Details of your Entitlement based on your Securityholding at 7.00pm (Sydney Time) on 19

July 2011 are shown in box A on the front of this Entitlement Form.

New Shares Applied for

You can apply to accept either all or part of your Entitlement. Enter in box B the number of

New Shares you wish to accept from your Entitlement.

Additional New Shares Applied for

If you accept all your Entitlement you can apply for Additional Shares (if any). Application for

Additional Shares may be considered if a Shortfall exists. Additional Shares will be issued

to Eligible Shareholders at the discretion of the Directors. There is no guarantee that you will

receive Additional Shares.

Application Monies Enter the amount of Application Monies. To calculate the amount payable, multiply the number of new Shares and Additional Shares (if any) applied for (ie the total number of new Shares you wrote in box B and box C) by A$0.01. Payment Details

You can apply for Shares utilising the payment options detailed below. Please note that

funds are unable to be directly debited from your bank account. It is your responsibility to

ensure that payment and cleared funds are received by 5.00pm (Sydney time) on 24 August

2011.

1) Payment by BPAY

Your can pay by Bpay using the details set out at the bottom left of this page (under “Payment

Options”). If your payment is being made by Bpay, you are not required to return this Form, and

you will be deemed to have applied for such whole number of new and additional Shares for

which you have paid.

2) Payment by cheque, bank draft or money order

Your cheque or bank cheque must be made in Australian currency and drawn on an Australian

branch of a financial institution. Such payment must be made payable to “CMA Corporation

Limited – ANREO Entitlement Offer” and crossed “Not Negotiable”. Payments not properly

drawn may be rejected.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be

held in your account as cheques returned unpaid may not be

re-presented and may result in your Acceptance form being rejected. Paperclip (do not

staple) your cheque(s) to the form where indicated. Cash will not be accepted. Receipt of

payment will not be forwarded.

Contact Details

Enter the name of a contact person and telephone number. These details will only be used in

the event that the registry has a query regarding the slip below.

C

D

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http://www.computershare.com/

http://www.bpay.com.au/

mailto:[email protected]

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