CMI Limited ABN 98 050 542 553

CMI Limited ABN 98 050 542 553

Notice of Extraordinary General Meeting

28 May 2014 at 10.00am Sydney time

Radisson Hotel & Suites 72 Liverpool Street Sydney NSW 2000For

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| CMI LIMITED

Table of ContentsF

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| CMI LIMITED 1

Table of Contents

Notice of Extraordinary General Meeting 2

1 Financial Compensation - Ross Rolfe 2

Explanatory Memorandum 6

1 Financial Compensation - Ross Rolfe 6

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| CMI LIMITED

Notice is given that an Extraordinary General Meeting of CMI Limited will be held at 10.00am (Sydney time) on Wednesday, 28 May 2014 at Radisson Hotel & Suites, 72 Liverpool Street, Sydney, New South Wales.

The extraordinary general meeting has been called under section 249CA of the Corporations Act 2001 (Cth).

AGENDA

1 Financial Compensation – Ross RolfeTo consider and, if thought fit, to pass the following as an ordinary resolution:

That, without admission that Mr Rolfe is entitled to any financial compensation, the Company pay to Mr Rolfe the sum of $225,000.00, in full and final settlement of any claims Mr Rolfe may have against the Company.

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the voting exclusions applicable to this resolution are set out in the “Voting exclusions” on page 3 of this notice of Meeting.

The Explanatory Memorandum attached to this notice of Meeting is incorporated into and forms part of this notice of Meeting. A detailed explanation of the background and reasons for the proposed resolutions are set out in the Explanatory Memorandum.

DATED this 10 April 2014

By Order of the Board

Sharyn WilliamsCompany SecretaryCMI Limited

Notice of Extraordinary General Meeting

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CMI Limited ABN 98 050 542 553

NOTES(a) You may vote by attending the Meeting in person

or by proxy. A body corporate may appoint a corporate representative, rather than appoint a proxy, in accordance with the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the Meeting.

(b) To vote in person, attend the Meeting on Wednesday, 28 May 2014 at Radisson Hotel & Suites, 72 Liverpool Street, Sydney, New South Wales. The Meeting will commence at 10.00am (Sydney time).

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

(d) Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxies on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described below.

(e) A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies, neither is entitled to vote on a show of hands. To appoint two proxies use a separate proxy form for each. Members are requested to show on the proxy form the specified proportion or number of the votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions) on any poll.

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

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

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

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

online by visiting www.linkmarketservices.com.au. Members may lodge proxy appointments by logging in at www.linkmarketservices.com.au and clicking on the ‘Vote Online’ icon in the lower left hand corner of the home page. Your online proxy appointment will only be valid if you lodge your proxy in accordance with the instructions set out on the webpage above, in which case you are taken to have signed the proxy form.

If the proxy form is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

(g) To be valid, your proxy appointment must be made online or your proxy form must be received no later than 10.00am (Sydney time) on Monday, 26 May 2014 (being 48 hours before the commencement of the Meeting).

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| CMI LIMITED 3

CMI Limited ABN 98 050 542 553

(h) If you intend to appoint the chair of the Meeting as your proxy without providing specific voting directions to the chair of the Meeting (an Open Proxy), you should note that the chair of the Meeting intends to cast all Open Proxies in FAVOUR of Item 1, subject to the voting exclusions described below.

(i) The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 that for the purpose of voting at the Meeting, Shares will be taken to be held by those persons recorded in the Company’s register of Shareholders as at 7.00pm (Sydney time) on Monday, 26 May 2014

VOTING EXCLUSIONS

The Corporations Act and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by certain persons, on some of the resolutions to be considered at the Meeting. These voting exclusions are described below.

The following persons may not vote, and the Company will disregard any votes cast by the following persons, on Resolution 1:

(a) Any person who is a KMP member as at the time the resolution is voted on at the Meeting, and any closely related party of such a KMP member, to the extent in either case that they are acting as a proxy, unless the person votes as a proxy for someone who is entitled to vote and:

• the person is appointed as a proxy by writing that specifies how the proxy is to vote on the resolution, and the vote is cast in accordance with that direction; or

• the person is the Chair of the Meeting and the proxy appointment expressly authorises the Chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP member.

(b) Mr Ross Rolfe and any associate of Mr Ross Rolfe, unless:

• the person votes as a proxy appointed by writing that specifies how the proxy is to vote on the resolution; and

• that vote it is not cast on behalf of Mr Ross Rolfe or an associate of Mr Ross Rolfe.

For the purpose of these voting exclusions:

• The key management personnel (KMP) of the CMI Limited consolidated group are those persons having authority and responsibility for planning, directing and controlling the activities of the CMI Limited consolidated group, either directly or indirectly. It includes all Directors (executive and non-executive) and selected members of the management team. The KMP of the CMI Limited consolidated group during the financial year ended 30 June 2013 are listed in the Renumeration Report contained in the Company’s annual report for 2013.

Notice of Extraordinary General Meeting

• A closely related party of a member of the KMP means:

• a spouse or child of the member;

• a child of the member’s spouse;

• a dependant of the member or of the member’s spouse;

• anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the CMI consolidated Group; or

• a company the member controls.

The Company will also apply these voting exclusions to persons appointed as attorney by a shareholder to attend and vote at the Meeting under a power of attorney, as if they were appointed as a proxy.Your proxy form is enclosed with this notice of Meeting.

If you have any queries on how to cast your votes then call the Company’s share registry on (02) 8280 7454 during business hours.

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| CMI LIMITED4

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| CMI LIMITED 5

Explanatory MemorandumCMI Limited ABN 98 050 542 553

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| CMI LIMITED6

Explanatory MemorandumCMI Limited ABN 98 050 542 553

This explanatory memorandum has been prepared to provide members with material information to enable them to make an informed decision in respect of the business to be conducted at the extraordinary general meeting.

This explanatory memorandum also provides members with the information required to be provided to the members under the Corporations Act.

This explanatory memorandum has been approved for circulation by a majority of the directors.

Introduction

The extraordinary general meeting has been called under section 249CA of the Corporations Act.

This Explanatory Memorandum is despatched with and forms part of the notice of the Company’s 28 May 2014 extraordinary general meeting (EGM).

All Shareholders should read this Explanatory Memorandum in full and if they have any questions, obtain professional advice before making any decisions in relation to the resolution to be put to Shareholders at the EGM.

1 Financial Compensation – Ross Rolfe1.1 In approximately September 2013 the Chairman

Mr Herceg undertook discussions on behalf of the Company (of which Ms Catelan and Ms Williams were aware) with Mr Rolfe for the appointment of Mr Rolfe as Managing Director of the Company. Terms were discussed. The terms of a draft formal service agreement were negotiated in November 2013 but not executed. Relevantly those terms included:

(a) A Total Remuneration Package for Mr Rolfe of $395,000 per year plus superannuation;

(b) Termination at any time by either the Company or Mr Rolfe giving 9 months’ notice;

(c) At the Company’s discretion, payment of the Total Remuneration Package in lieu of notice of termination.

1.2 Prior to Mr Rolfe’s appointment as Managing Director, an alternate and preferred candidate Andrew Buckley was identified and approached. Andrew Buckley has accepted appointment as the Executive Chairman of the Company.

1.3 Mr Rolfe resigned his directorship with the Company on 10 April 2014.

1.4 Mr Rolfe has notified the Company of claims for compensation in connection with the Company’s failure to appoint him as Managing Director and having regard to positions from which he had retired in the meantime in order to take up the position with the Company. Those claims are for financial compensation in respect of a claim for breach of contract or in equity based upon an estoppel. The Company has obtained external advice. The Board is satisfied that the proposal to pay $225,000 to Mr Rolfe to settle his claims is within the parameters assessed by the Board as reasonable in the circumstances. Further, the Company wishes to avoid the substantial legal costs associated with court proceedings and the Directors recommend a settlement whereby the Company

pays to Mr Rolfe the sum of $225,000 in full and final settlement of all claims. To that end the Company has entered into a settlement agreement with Mr Rolfe subject to the approval of shareholders pursuant to s200E of the Corporations Act.

1.5 The Board of CMI Limited as directors without a material personal interest in the outcome of the resolution, recommend that members vote in favour of the resolution. On the basis of their knowledge of the circumstances as at the date of this notice of Meeting, each of the directors proposes to vote shares they control, and any shares the subject of undirected proxies entitled to be voted, in favour of the resolution.

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| CMI LIMITED

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2013 10

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*X99999999999*X99999999999

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

Resolution 1Financial Compensation – Ross Rolfe

For Against Abstain*

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.Please read the voting instructions overleaf before marking any boxes with an X

SECURITYHOLDER PROXY FORM

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of CMI Limited to be held at 10:00am (Sydney time) on Wednesday, 28 May 2014, at Radisson Hotel & Suites, 72 Liverpool Street, Sydney NSW 2000 and at any adjournment or postponement of the Meeting.If I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolution 1 even though the Chairman of the Meeting is, and that item of the business is connected directly or indirectly with the remuneration of, a member of key management personnel for CMI Limited’s consolidated group.The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.

APPOINT A PROXYSTEP 1

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

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

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary Director Director/Company Secretary (Delete one)

*CMI PRX401*

CMI PRX401

VOTING DIRECTIONSSTEP 2

STEP 3

LODGE YOUR VOTE

www.linkmarketservices.com.auONLINE

By mail:CMI LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia

By fax: +61 2 9287 0309

All enquiries to: Telephone: 1300 554 474

the Chairman of the Meeting (mark box)

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

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HOW TO COMPLETE THIS PROXY FORM

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

Appointment of a ProxyIf you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Company.

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

However, if you wish to appoint as your proxy a Director or other member of the key management personnel of the Company’s consolidated group (other than the Chairman of the Meeting) or a closely related party of a member of the key management personnel, you must specify how he or she should vote on Resolution 1 by completing the “For”, “Against” or “Abstain” box opposite that item of business on the Proxy Form. If you do not do that, your proxy will not be able to vote on your behalf for that item of business. If you appoint the Chairman of the Meeting as your proxy, but do not complete the “For”, “Against” or “Abstain” box opposite that item of business on the Proxy Form, the Chairman of the Meeting intends to exercise your vote in favour of Resolution 1. If you wish to appoint the Chairman of the Meeting as your proxy with a direction to vote for, against, or abstain from voting on that item of business, you should specify this by completing the relevant box opposite that item of business on the Proxy Form.

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

To appoint a second proxy you must:

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

(b) return both Proxy Forms together.

Signing InstructionsYou must sign this Proxy Form as follows in the spaces provided:

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

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

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

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

Corporate RepresentativesIf a representative of a body corporate is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry.

Lodgement of a ProxyThis Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (Sydney time)on Monday, 26 May 2014, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

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

www.linkmarketservices.com.auONLINE

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

by mail:

CMI LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235Australia

by fax:

+61 2 9287 0309

by hand:

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

If you would like to attend and vote at the Extraordinary General Meeting, please bring this form with you. This will assist in registering your attendance.

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