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25 November 2015 at 10.00am Sydney time The Westin Sydney Hotel 1 Martin Place, Sydney NSW 2000 NOTICE OF ANNUAL GENERAL MEETING CMI LIMITED ABN 98 050 542 553 For personal use only

Transcript of For personal use only - ASX · The Westin Sydney Hotel ... For personal use only CMI LIMIted ABN 98...

Page 1: For personal use only - ASX · The Westin Sydney Hotel ... For personal use only CMI LIMIted ABN 98 050 542 553. For personal use only. CMI LIMITED NOTICE OF ANNAL GENERAL MEETING

25 November 2015 at 10.00am Sydney time

The Westin Sydney Hotel1 Martin Place, Sydney NSW 2000

N o T i c e o f A N N u A l G e N e r A l M e e T i N GCMI LIMIted ABN 98 050 542 553

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2015 1

TABLE OF CONTENTS

Notice of Annual General Meeting 2

Financial Statements and Reports 2

1 Approval of the Remuneration Report 2

2 Re-election of Ms Leanne Catelan as Non-executive director 2

3 Approval of a capital return to shareholders (“Capital Return”) 2

4 Renewal of Performance Rights Plan 2

5 Approval of an adjustment to the performance rights issued under CMI’s

Performance Rights Plan (“Performance Rights Adjustment”) 2

Explanatory Memorandum 6

1 Approval of the Remuneration Report 7

2 Re-electionofMsLeanneCatelanas Director 7

3 Capital Return 7

4 RenewalofthePerformanceRights Plan 10

5 Performance Rights Adjustment 12

6 Other Information 14

Glossary of Terms 15

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 20152

NOTICE OF ANNUAL GENERAL MEETING

CMI Limited ABN 98 050 542 553

Notice is given that the Annual General Meeting of CMI Limited will be held at 10.00am (Sydney time) on Wednesday, 25 November 2015 at the Westin Sydney Hotel, 1 Martin Place, Sydney, New South Wales.

AGeNdA

ordinary BusinessFinancial Statements and ReportsToreceiveandconsidertheCompany’sfinancialstatements,the related directors’ Report, directors’ declaration and IndependentAuditReportforthefinancialyearended  30 June2015.1. Approval of the Remuneration Report to consider the Remuneration Report as it appears in the

annualreportoftheCompanyforthefinancialyearended30June2015and,ifthoughtfit,topassthefollowingasanon-binding ordinary resolution in accordance with section 250R(2) of the Corporations Act 2001:

‘That the Company’s Remuneration Report for the financial year ended 30 June 2015 is approved.’

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 pages 3 to 5 of this notice of Meeting.

2. Re-election of Ms Leanne Catelan as Non-Executive Director

Toconsiderand,ifthoughtfit,topassthefollowingasanordinary resolution:

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

3. Approval of a capital return to shareholders (“Capital Return”)

Toconsiderand,ifthoughtfit,topassthefollowingasanordinary resolution:

‘That, for the purposes of Part 2J.1 of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to reduce its share capital by $0.30 per share, a total of approximately $10.5 million, by way of an equal capital reduction, subject to the Australian Taxation Office issuing a class ruling confirming that any such payment will not be treated as a dividend for Australian income tax purposes. The reduction of capital is to be effected by the Company paying $0.30 per share to each registered holder of fully paid ordinary shares in the Company, as at a date and time to be specified by the board of the Company.’

4. Renewal of the Performance Rights Plan Toconsiderand,ifthoughtfit,topassthefollowingasan

ordinary resolution: ‘That for the purposes of Listing Rule 7.2, Exception 9,

and for all other purposes, Shareholders approve the Performance Rights Plan and the grant of Performance Rights and the issue of Shares under such Performance Rights Plan, which Performance Rights Plan is summarised in the Explanatory Memorandum.’

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 pages 3 to 5 of this notice of Meeting.

5. Approval of an adjustment to the performance rights issued under CMI’s Performance Rights Plan (“Performance Rights Adjustment”)

Toconsiderand,ifthoughtfit,topassthefollowingasanordinary resolution:

“That, for the purposes of ASX Listing Rule 6.23.3 and for all other purposes, approval is given for the Company to adjust the terms of all performance rights issued under CMI’s Performance Rights Plan in the manner set out in the Explanatory Notes accompanying this Notice of Meeting.”

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 pages 3 to 5 of this notice of Meeting.

the Performance Rights Adjustment will only be implemented if Resolution 3 and Resolution 5 are both approved, and if Resolution 3 is implemented.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 fortheproposedresolutionsaresetoutintheexplanatory Memorandum.

DATED this 26 October 2015By Order of the Board

Sharyn WilliamsCompany Secretary CMI Limited

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2015 3

NOTICE OF ANNUAL GENERAL MEETING

CMI Limited ABN 98 050 542 553

NoTeSa. 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, 25 November 2015 at the Westin Sydney Hotel, 1 Martin Place, 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 theproxyformthespecifiedproportionornumberofthevotes each proxy is appointed to exercise. If no proportion ornumberofvotesisspecified,eachproxymayexercisehalf 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

Share Registry, C/- Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or

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

by hand to Link Market Services Limited, 1A Homebush Bay drive, Rhodes, NSW 2138 or Level 12, 680 George Street, Sydney, NSW 2000; 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 attorneyoracertifiedcopyofitmustbesentwiththeproxy 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, 23 November 2015 (being 48 hours before the commencement of the Meeting).

h. If you intend to appoint the chair of the Meeting as your proxywithoutprovidingspecificvotingdirectionstothechair of the Meeting (an Open Proxy), you should note that the chair of the Meeting intends to cast all Open Proxies in FAVOUR of Items 1, 2, 3, 4 and 5, subject to the voting exclusions described below.

i. A reference to dollars or $ in this notice is a reference to Australian dollars.

j. 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, 23 November 2015.

VoTiNG eXcluSioNSthe Corporations Act and the 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.For the purpose of these voting exclusions:• the meaning of associate is the meaning given in the

Listing Rules.• the key management personnel (KMP) of the CMI

consolidated Group are those persons having authority and responsibility for planning, directing and controlling the activities of the CMI 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 consolidated Group during thefinancialyearended30June2015arelistedintheRemuneration Report as it appears in the annual report of theCompanyforthefinancialyearended30June2015.

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

(a) a spouse or child of the member;(b) a child of the member’s spouse;(c) a dependant of the member or of the member’s

spouse;(d) anyone else who is one of the member’s family and

maybeexpectedtoinfluencethemember,orbeinfluencedbythemember,inthemember’sdealingswith the CMI consolidated Group; or

(e) a company the member controls.

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 20154

NOTICE OF ANNUAL GENERAL MEETING

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these voting exclusions are described in the table set out below:

Resolution no.

Resolution description

Who is excluded from voting on the resolution?

As a Shareholder? As holder of a directed proxy?

As holder of an undirected proxy?

1 Approval of the Remuneration Report

KMP named in the Remuneration Report and their CRP.

Proxy holder for KMP named in the Remuneration Report or their CRP.

Proxy holder for KMP named in the Remuneration Report or their CRP.Proxy holder who is a KMP or a CRP (subject to Note 1 below).

2 election of Ms Leanne Catelan as director

No exclusions. No exclusions. No exclusions.

3 Capital Return No exclusions. No exclusions. No exclusions.

4 Renewal of Performance Rights Plan

Mr Andrew Buckley and Mr Andrew Buckley’s associates.Ms Sharyn Williams and Ms Sharyn Williams’ associates.MrJeffHeslingtonandMrJeffHeslington’sassociates.

Proxy holder for Mr Andrew Buckley or any of Mr Andrew Buckley’s associates.Proxy holder for Ms Sharyn Williams or any of Ms Sharyn Williams’ associates.Proxy holder for Mr JeffHeslingtonoranyofMrJeffHeslington’sassociates.

Proxy holder for Mr Andrew Buckley or any of Mr Andrew Buckley’s associates.Proxy holder who is Mr Andrew Buckley or any of Mr Andrew Buckley’s associates (subject to Note 2 below).Proxy holder for Ms Sharyn Williams or any of Ms Sharyn Williams’ associates.Proxyholder who is Ms Sharyn Williams or any of Ms Sharyn Williams’ associates (subject to Note 2 below).Proxy holder for Mr JeffHeslingtonoranyofMrJeffHeslington’sassociates.Proxyholder who is Mr JeffHeslingtonoranyofMrJeffHeslington’sassociates (subject to Note 2 below).Proxy holder who is a KMP or a CRP (subject to Note 1 below).

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2015 5

NOTICE OF ANNUAL GENERAL MEETING

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Resolution no.

Resolution description

Who is excluded from voting on the resolution?

As a Shareholder? As holder of a directed proxy?

As holder of an undirected proxy?

5 Performance Rights Adjustment

Mr Andrew Buckley and Mr Andrew Buckley’s associates.Ms Sharyn Williams and Ms Sharyn Williams’ associates.MrJeffHeslingtonandMrJeffHeslington’sassociates.

Proxy holder for Mr Andrew Buckley or any of Mr Andrew Buckley’s associates.Proxy holder for Ms Sharyn Williams or any of Ms Sharyn Williams’ associates.Proxy holder for Mr JeffHeslingtonoranyofMrJeffHeslington’sassociates.

Proxy holder for Mr Andrew Buckley or any of Mr Andrew Buckley’s associates.Proxy holder who is Mr Andrew Buckley or any of Mr Andrew Buckley’s associates (subject to Note 2 below).Proxy holder for Ms Sharyn Williams or any of Ms Sharyn Williams’ associates.Proxy holder who is Ms Sharyn Williams or any of Ms Sharyn Williams’ associates (subject to Note 2 below).Proxy holder for Mr JeffHeslingtonoranyofMrJeffHeslington’sassociates.Proxyholder who is Mr JeffHeslingtonoranyofMrJeffHeslington’sassociates (subject to Note 2 below).Proxy holder who is a KMP or a CRP (subject to Note 1 below).

Note 1: the chair of the Meeting will be entitled to vote an undirected proxy for a person entitled to vote if 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 member of the KMP.Note 2: the chair of the Meeting will be entitled to vote an undirected proxy for a person entitled to vote if the proxy appointment includes a direction to vote as the proxy decides.the Company will also apply these voting restrictions 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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explanatory MemorandumCMI Limited ABN 98 050 542 553

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2015 7

NOTICE OF ANNUAL GENERAL MEETING

CMI Limited ABN 98 050 542 553

the information in this explanatory Memorandum is provided to Shareholders of CMI Limited in compliance with the Corporations Act, Listing Rules and the Constitution.

introductionthis explanatory Memorandum is despatched with and forms part of the notice of the Company’s 2015 annual general meeting (AGM).All Shareholders should read this explanatory Memorandum in full and if they have any questions, obtain professional advice before making any decisions in relation to the resolutions to be put to Shareholders at the AGM.

financial Statements and reportsthe Corporations Act requires that the related directors’ Report, directors’ declaration, Independent Audit Report and thefinancialstatementsoftheCompanyfortheyearended30June2015bepresentedtotheAGM.Inaddition,theConstitution provides for such reports and statements to be received and considered at the AGM. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the AGM on such reports or statements, however Shareholders will be given ample opportunity to raise questions with respect to these reports and statements at the AGM.

In addition to asking questions at the AGM, Shareholders may address written questions to the Chairman about the management of the Company, or to the Company’s Auditor which are relevant to:(a) the content of the Independent Audit Report to be

considered at the AGM; or(b) theconductoftheauditoftheannualfinancialreporttobe

considered at the AGM.

Any written questions must be submitted to the Company Secretary on or before Wednesday, 18 November 2015 by email, fax or post.email: [email protected]: (07) 3863 0795Mailing Address: PO Box 716 Virginia Qld 4014

1. Approval of the remuneration report1.1 TheCompany’sRemunerationReportforthefinancial

yearended30June2015maybefoundintheAnnual Report (pages 12 to 19). In accordance with the Corporations Act, the Remuneration Report has been submittedtoShareholdersforconsiderationand adoption.

1.2 Shareholders should note that, in accordance with section 250R(3) of the Corporations Act, the vote on Item 1 is advisory only and does not bind the Company or its directors.

1.3 the Remuneration Report: (a) explains the Company’s remuneration reward

framework for its key management personnel; (b) discusses how the remuneration reward framework

aligns reward with achievement of strategic and financialobjectivesandcreationofvalueforShareholders; and

(c) Sets out remuneration arrangements in place for each member of the key management personnel for the CMI consolidated Group, including the directors.

1.4 during consideration of the Remuneration Report, the chair of the Meeting will give Shareholders a reasonable opportunity to ask questions about, or to make comments upon, the Remuneration Report.

2. re-election of Ms leanne catelan as Director

2.1 Rule 48(a) of the Constitution and the ASX Listing Rules provide that a director (other than the Managing director or, if there is more than one Managing director, the Managing director designated by the Board to be anexemptManagingDirector)maynotholdofficefora continuous period in excess of three years or past the third annual general meeting following the director’s appointment, whichever is the longer, without submitting for election or re-election by the Company. In accordance with the Constitution and the ASX Listing Rules, Leanne Catelan retires as a director and offers herself for re-election as a director.

2.2 LeanneCatelanjoinedtheBoardon31 August2011as a non-executive director and was last re-elected on 6 November 2013. Leanne has commercial and management experience in the information technology industry and sports management industry both domestically and overseas. She is also a director of the Company’s major shareholder, Le Rae Pty Ltd.

2.3 the directors (with Leanne Catelan abstaining) support the resolution to re-elect Leanne Catelan.

3. capital return 3.1 What is the Capital Return?(a) CMI proposes to reduce its share capital by a total of

approximately $10.5 million by returning to shareholders the amount of $0.30 per ordinary share held on a date and time (Record date) to be determined by the board of CMI (Board). the moneys that will be used to make the payments to relevant shareholders in respect of the Capital ReturnwillbesourcedfromCMI’sexistingcash reserves.

(b) the amount of $0.30 per ordinary share will be returned to relevant shareholders by way of an equal reduction of capitalunderChapter2J.1oftheCorporationsAct.Thedate and time for determining which shareholders will participate in the Capital Return is the Record date. the Record date is expected to be on 8 december 2015.

(c) the number of issued shares in CMI will not change as a result of the Capital Return.

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 20158

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3.2 What are the reasons for the Capital Return?(a) the Board has completed a capital management review

and believes that it has surplus capital and existing surplus capital cash reserves.

(b) Having considered various uses for the surplus cash, the Board’s view is that the best option for utilising the funds is toreturnaportiontothe shareholders.

(c) the directors have considered various methods of returning surplus cash including a share buy-back, special dividendandacapitalreturn.Inassessingthebenefitsofeach method they considered factors such as simplicity, impact on the Company, equity between shareholders and tax effectiveness.

(d) the Board decided that a cash distribution by way of equal capitalreductionisthemostequitableandefficientwayfor the Company to return the surplus cash and enhance shareholder value.

3.3 What is the effect of the Capital Return on CMI?(a) Effect on capital structure: If the Capital Return is

implemented, CMI’s issued share capital will be reduced by $0.30 per fully paid ordinary share, being approximately $10.5 million. As no shares will be cancelled in connection with the Capital Return, the Capital Return will not affect the number of shares held by each shareholder or the control of CMI.

(b) It is proposed that the number of shares to be allocated on the exercise of performance rights issued under the Performance Rights Plan will be adjusted as a result of the Capital Return - see Resolution 5 and section 5 of this explanatory Memorandum.

(c) Impact on existing business and growth opportunities: the Board considers that the Capital Return will not excessively adversely affect CMI’s capacity to fund or pursue existing business and growth opportunities.

(d) Impact on the Company’s earnings: As a result of the Capital Return, the Company’s interest income will fall due to the lower level of cash held in interest bearing deposits.

(e) Share price impact: If the Capital Return is implemented, CMI shares may trade at a lower share price than they would have done had the Capital Return not been implemented. this is likely to occur from the “ex” date, being the day that CMI shares trade without an entitlement to participate in the Capital Return.

(f) Dividends: CMI’s current policy is to distribute as dividends upto60%offullyearnetprofitaftertax.TheCapitalReturn will not impact the dividend policy of CMI.

(g) Tax implications for CMI: No adverse tax consequences areexpectedtoariseforCMIasaresultofthe Capital Return.

(h) �Impact�on�financial�position�of�CMI: the Capital Return will reduce the Company’s cash balance and shareholder funds by approximately $10.5 million.

the table below shows a summary of the Company’s pro forma consolidatedbalancesheetasat30June2015asiftheCapitalreturn had been executed at that date.the pro-forma balance sheet has been prepared:• basedonsignificantaccountingpoliciesdisclosedinthe

CMILimitedAnnualReportfortheyearended30June2015;

• by applying relevant pro-forma adjustments described in this section to the consolidated balance sheet of the Companyasat30June2015;and

• on the assumption that no further shares will be issued prior to the Capital Return taking effect.

the pro-forma balance sheet is presented in abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with Australian Accounting Standards and the Corporations Act.the table is not a forecast of the balance sheet as at any balance date or a forward looking statement. the balance sheet of the Company upon completion of the Capital Return or any part of it may be materially different from the pro-forma table below.

Balance Sheet Summary 30 June 2015

$’000

Pro Forma Adjustments – Capital return

$’000

Pro Forma Balance Sheet post Capital return

$’000Total Assets 66,796 (10,456) 56,340Total liabilities 6,151 - 6,151NeT ASSeTS 60,645 (10,456) 50,189eQuiTY

Issued Capital 38,555 (10,456) 28,099Reserves 7,282 - 7,282Retained earnings 14,808 - 14,808ToTAl eQuiTY 60,645 (10,456) 50,189

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3.4 What approvals are required?(a) the Capital Return will constitute an equal capital reduction

for the purposes of the Corporations Act as: (i) it relates only to ordinary shares; (ii) it applies to each holder of ordinary shares in

proportion to the number of ordinary shares they hold; and

(iii) the terms of the reduction will be the same for each holder of ordinary shares.1

(b) Section 256B(1) of the Corporations Act permits a company to reduce its share capital, including by returning capital in cash or in kind, if the reduction:

(i) is fair and reasonable to the company’s shareholders as a whole (see section 3.5 below);

(ii) does not materially prejudice the company’s ability to pay its creditors (see section 3.6 below); and

(iii) is approved by shareholders under section 256C. Resolution 3 seeks the approval of the shareholders as

required under section 256C.(c) the implementation of the Capital Return is also subject to

theAustralianTaxationOfficeissuingaclassruling(Class Ruling)forthebenefitofshareholdersconfirmingthatany payment received under the Capital Return will not be treated as a dividend for Australian income tax purposes. For further details, see section 3.7 below.

3.5 Is the Capital Return fair and reasonable to shareholders?

(a) the Board considers that the Capital Return is fair and reasonable to CMI’s shareholders as it will apply to all shareholders equally having regard to the number of shares in CMI held by each of them at the Record date.

3.6 Is there any material prejudice to creditors?(a) the directors have carefully reviewed CMI’s assets,

liabilitiesandexpectedcashflows,andbelievethattheCapital Return will not materially prejudice CMI’s ability topayitscreditors.TheDirectorshavealsosatisfiedthemselves, on the basis of the information currently known to the directors, as to the solvency of CMI following the implementation of the Capital Return. Shortly before the implementation of the proposed Capital return, this will be reassessed.

3.7 Tax implications for shareholders(a) General the following is a summary of the key Australian taxation

consequences of the Capital Return for shareholders who:• Are residents of Australia for income tax

purposes;• Hold their shares on capital account; and• Arenotsubjecttothetaxationoffinancial

arrangements rule as contained in division 230 of the Income Tax Assessment Act 1997 (Cth) (ITAA) in respect of their shares.

1 Section 256B(2)oftheCorporationsAct.

the summary is based upon the law in effect at the date of this explanatory memorandum.

this summary does not purport to be a complete analysis of Australian taxation laws which may apply in relation to the Capital Return, nor to identify all potential tax consequences nor is it intended to replace the need for specialisttax advice.

In particular, special tax rules may apply to certain shareholders such as persons not resident of Australia for income tax purposes, tax exempt organisations, listed investment companies or shareholders who hold their shares on revenue account.

Shareholders should seek their own professional advice in relation to their tax position.

(b) Implications for Australian resident shareholders holding shares on capital account

Shares held at both the Record Date and the payment date

If the Capital Return is equal to or less than the cost base of the shareholder’s shares in the Company at the time of payment then the cost base of each share will be reduced by $0.30.

If a shareholder’s cost base of their shares is less than $0.30, the difference between the Capital Return and the cost base will result in a capital gain in accordance with the Capital Gains tax (CGT) rules contained in the ItAA.

the CGt discount may be applied against the net capital gain where the Shareholder is an individual, complying superannuation fund or trustee, the Shares have been held for at least 12 months and certain requirements have been met. Where the CGt discount applies, any capital gain arising to individuals and entities acting as trustees (other than a trust that is a complying superannuation entity) may be reduced by 50% after offsetting current year or prior year capital losses. Where the Shareholder is a complying superannuation fund, any capital gain arising may be reducedby33⅓%afteroffsettingcurrentyearorprioryearcapital losses.

Shares held at the Record Date but not at the corresponding payment date

If a shareholder ceases to own shares in the Company after the Record date but before the payment date, the right to receive the proposed Capital Return in respect of those shares (Distribution Right) will be considered a separate CGt asset.

A shareholder will make a capital gain if the capital proceeds (i.e. the amount of the Capital Return) from the end of the distribution Right are more than the cost base of the distribution Right. the distribution Right ends when the Capital Return is paid.

the cost base of the distribution Right does not include the cost base or reduced cost base of the share previously owned by the shareholder, so in most cases this should be $nil.

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If the Capital Return is greater than the cost base of the distribution Right, a capital gain will arise.As outlined above, the CGt discount may apply where the underlying share was acquired at least 12 months before the Capital Return and the other relevant conditions are met.(c) AustralianTaxationOfficeClassRuling the Company has applied for a Class Ruling from the

AustralianTaxationOfficeconfirmingthatnopartoftheproposed Capital Return will be treated as a dividend for tax purposes.

the resolution is subject to the Company receiving a Class RulingfromtheAustralianTaxationOfficeconfirmingthat no part of the proposed Capital Return will be treated as a dividend for tax purposes prior to the Annual General Meeting.

3.8 Calculation of payment and payment details(a) the amount payable in respect of each fully paid ordinary

shareinCMIonissueontheRecordDateis $0.30.(b) If the Capital Return is approved by shareholders and the

Class Ruling is obtained, payment will be made to entitled shareholders:

(i) with a registered address in Australia, by the elected payment method as it appears on the share register; and

(ii) with a registered address outside of Australia, by the elected payment method as it appears on the share register.

3.9 Timetable for the Capital Return(a) Subject to shareholder approval and the Class Ruling

being obtained, the proposed Capital Return is expected to take effect in accordance with the following timetable (*):

event dateLatest date for lodgement of proxies 23 November 2015 General Meeting to approve Capital Return 25 November 2015 CMI shares trade “ex” the Capital Return 4 december 2015 Record date for determining entitlement to participate in Capital Return

8 december 2015

Implementation of the Capital Return 22 december 2015 (*) All dates and times are indicative only. CMI reserves the right to vary these dates and times. All dates and times in this Notice of Meeting refer to Australian eastern daylight Savings time. CMI will make an announcement to ASX of any changes if they occur.

3.10 Are there any reasons to vote against Resolution 3?(a) TheBoardbelievesthattheCapitalReturnisinCMI’s best

interests for the reasons set out in this Notice of Meeting.(b) You may wish to vote against Resolution 3 for

various reasons,forexampleifyoubelievethatCMIshouldretain these surplus funds or use them in a different way.

3.11 Directors’ interestsAs at the date of the Notice of Meeting, the following directors of the Company have an interest in the proposed reduction of capital as they are shareholders of the Company:

Holder Shares held Options to acquire shares (including issued performance rights)

total amount likely to be received if the resolution is passed and implemented

Mr Andrew Buckley 496,990 600,000 $ 149,097

Ms Leanne Catelan 13,150,701 Nil $3,945,210

MrJeffreyForbes 5,000 Nil $ 1,500

3.12 Directors’ recommendationthe directors unanimously recommend that shareholders vote in favour of Resolution 3 to approve the Capital Return.

4. renewal of the Performance Rights Plan

4.1 What is CMI’s Performance Rights Plan?(a) the Performance Rights Plan forms part of CMI’s

remuneration strategy. the Performance Rights Plan is designed to align the interests of executives and shareholders and to assist CMI in the attraction, motivation and retention of executives. In particular, the Performance Rights Plan provides executives with an incentive for future performance, thereby encouraging those executives to remain with CMI and contribute to the future performance of CMI. the Performance Rights Plan was most recently approved by shareholders on 30 November 2012.

(b) Currently there are a total of 832,226 performance rights that have been issued to eligible executives which have not yet been exercised and 81,451 performance rights that eligible executives have been invited to accept. these performance rights are in respect of the FY2015/2016, FY2016/2017 and FY2017/2018 performance periods. Should any executives accept an outstanding invitation to be issued performance rights prior to the Meeting, these performance rights will be adjusted in accordance with resolution 5.

(c) A complete copy of the Rules of the Performance Rights Plan is available on CMI’s website: www.cmilimited.com.au/

4.2 Resolution 4 seeks Shareholder approval, pursuant to Listing Rule 7.2, exception 9, to renew the Plans, as required every 3 years under the ASX Listing Rules.

4.3 Listing Rule 7.1 provides that a company must not (subjecttospecifiedexceptions),withouttheapprovalofshareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as Performance Rights), if the

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number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

4.4 Listing Rule 7.2, exception 9 operates as one of the exceptions to Listing Rule 7.1. the effect of Shareholder approval under Listing Rule 7.2, exception 9 is that any issues of securities under the Performance Rights Plan are treated as having been made with the approval of shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2, exception 9 lasts for a period of three years.

4.5 Accordingly, the Company is seeking approval of the Performance Rights Plan and the Company’s ability to issue Performance Rights under the Performance Rights Plan as an exception to Listing Rule 7.1, for a period of a further 3 years from the date on which Resolution 4 is passed.

Specific Information Required by Listing rule 7.24.6 In accordance with the requirements of Listing Rule 7.2

exception 9(B), the following information is provided:(a) A summary of the material terms of the Performance

Rights Plan is set out immediately below;(b) the number of shares issued under the Plan since 30

November 2012 is 800,000; and(c) A voting exclusion statement has been included in the

Notice for the purposes of Resolution 4.

Nature of Performance rights4.7 the Board may offer performance rights (Performance

Rights) under the Performance Rights Plan to people who are, at the time of the offer, full-time or part-time employees of the Plan Group (Eligible Employees). Non-executive directors are not eligible employees.

4.8 Performance Rights are rights to subscribe for or acquire an equivalent number of Shares in the Company, subject to the terms of the rules of the Performance Rights Plan and the terms of the offer.

4.9 Performance Rights will be issued for no consideration unless otherwise determined by the Board.

4.10 the number of Performance Rights (if any) to be offered to an eligible employee from time to time will be determined by the Board in its decision.

4.11 Performance Rights do not include Conditional Rights.

Nature of conditional rights4.12 the Performance Rights Plan also allows conditional rights

(Conditional Rights) to be granted to eligible employees. Conditional Rights are rights, upon vesting, to receive SharesonthetermsspecifiedinthePerformanceRightsPlan without any further action being required by the holder of the Conditional Rights.

4.13 Accordingly, if the Board declares that a Performance Right is a Conditional Right, the holder of that Conditional Right will not need to elect to exercise his or her vested Conditional Rights by lodging a notice with the Company and will not need to pay an exercise price. However, Conditional Rights are subject to the same provisions in the Performance Rights Plan regarding performance hurdles and acceptance and grant procedures that apply to Performance Rights.

Number of Share rights to be granted4.14 the Company will not grant Performance Rights or

Conditional Rights (together, Share Rights) if, immediately following the grant, the aggregate of the total number of Shares issued, or which would be issued on exercise of all outstanding options to subscribe for Shares and all outstanding rights, under the Performance Rights Plan or any other employee incentive plan for the remuneration of employees of the Plan Group (excluding non-executive officers)wouldexceed5%ofthetotalnumberofissued Shares.

4.15 However, in determining this, the following are excluded: offers to persons situated outside Australia; an offer that was an excluded offer or invitation within the meaning of the Corporations Act; an offer that did not need disclosure to investors because of section 708 of the Corporations Act; an offer that did not require the giving of a product disclosure statement because of section 1072d of the Corporations Act; or an offer made under a disclosure document or product disclosure statement.

Grant of Share rights4.16 Where the Company receives a valid acceptance of an

offer, it will grant the Share Rights within 28 days after the end of the period in which an offer may be accepted.

4.17 An eligible employee may elect, on acceptance of a Share Right, to have that Share Right issued to an associate of the eligible employee (meaning an ‘associate’ for the purposes of section 83A-305 of the ItAA), if permitted under the terms of the invitation received by the eligible employee (as determined by the Board).

4.18 Shares to be allocated under the Performance Rights Plan may be subscribed for, purchased, allocated or held via an employee share trust.

4.19 the Share Rights will not be listed on any securities exchange.

exercise price of Performance rights4.20 In respect of any offer, the Board may determine the

exercise price of the Performance Rights in its absolute discretion. Subject to the ASX Listing Rules, the exercise price may be nil.

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When Share rights may be exercised4.21 the Share Rights will become capable of exercise if the

relevant performance criteria determined by the Board, andspecifiedintherelevantoffer,havebeensatisfied(Performance Hurdles).

4.22 Once the Performance Hurdles for Conditional Rights havebeensatisfied,theholderoftheConditionalRightsreceivesSharesonthetermsspecifiedinthePerformanceRights Plan without any further action being required by the holder of those Conditional Rights.

4.23 Once the Performance Hurdles for Performance Rights havebeensatisfied,theholderofthePerformanceRights receives Shares by electing to exercise his or her Performance Rights by lodging a notice with the Company and paying the exercise price (if any).

4.24 Once a Share Right is capable of exercise, it may be exercised at any time up until 5.00pm (Queensland time) on the expiry date (which is the date 5 years after the date of the grant of the Share Right), or such earlier date as is determinedbytheBoardandspecifiedintheoffer.

4.25 A Performance Right will lapse on the earliest to occur of:(a) the expiry date; (b) aforfeitureconditionspecifiedintheofferoccurring,as

determined by the Board; (c) in the case of an unvested Performance Right, the earlier

of: (i) the date of termination of employment of the

Performance Right holder where such termination is for any reason other than a Qualifying Reason. A Qualifying Reason means, in relation to the Performance Right holder, the holder’s death, total and permanent disablement, retirement or redundancy as determined by the Board in its absolute discretion, or the holder ceasing to be an eligible employee as a result of a company ceasing to be a member of the Plan Group or a company in the Plan Group selling a business it conducts other than to another company in the Plan Group, or any other reason as determined by the Board in its absolute discretion.

(ii) 5 days after the last date on which the Company’s performance was measured against the Performance Hurdles to determine the extent to which the Performance Rights become vested; and

(iii) the date of lapse as a result of breach, fraud or dishonesty as determined by the Board; and

(d) InthecaseofavestedPerformanceRight,theearlier of: (i) 10 days after the date of termination of employment

of the Performance Right holder, if termination has occurredduetoaQualifying Reason;

(ii) 5 days after the date of termination of employment of the Performance Right holder, if termination has occurred for any other reason.

restriction on disposal of Shares4.26 the Board may, in its discretion, determine that some

Shares acquired under the Performance Rights Plan must not be traded for a certain period of time. this restriction will automatically end if the Board determines in its discretion to waive the restriction or there is a takeover bid or scheme of arrangement resulting in a person’s voting power in the Company increasing to more than 50%.

capital events4.27 In an event affecting the number of type of securities on

issue in the capital of the Company occurs (including a subdivision, consolidation, reduction, redemption or further issue of securities whether by way of rights issue, bonus issue or otherwise) (Capital Event) or any other event which the Board in its discretion considers should be a Capital event occurs, then in respect of each Share Right, the Board shall determine the number of underlying Shares and the exercise price (if any) by taking into account the Capital event in a manner which is fair and equitable and consistent with the relevant provisions of the ASX Listing Rules.

change of control events4.28 If:(a) the Company becomes a subsidiary of another company;(b) the Company sells its principle business to a person

outside the Plan Group;(c) a subsidiary of the Company which carries on the principle

business of the Plan Group ceases to be a subsidiary of the Company;

(d) there is a reorganisation of the Plan Group which results in a participant in the Performance Rights Plan ceasing to be an eligible employee; or

(e) the Company passes a resolution for voluntary winding up or if an order is made for the compulsory winding up of the Company,

(each a Change of Control Event) has or in the opinion of the Board will occur, the Share Rights granted will vest where, in the Board’s absolute discretion, pro rata performance is in line with the performance criteria applicable to those Share Rights over the period from the date of grant to the date of the Change of Control event. Any Performance Right which the Board determines does not vest will lapse automatically, unless the Board determines otherwise. Directors’ recommendation4.29 the directors (with Mr Buckley abstaining and not voting)

unanimously recommend that shareholders vote in favour of Resolution 4.

5. Performance rights Adjustment5.1 See paragraph 4.1 above for a description of CMI’s

Performance Rights Plan.

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5.2 Performance Rights do not give holders any entitlement to participate in the Capital Return (only ordinary shareholders are eligible to participate).

5.3 What is the proposed adjustment to the Performance Rights?

(a) Clause 11(a) of the Rules of the Performance Rights Plan provides that:

If a Capital Event occurs before the lodgement of a Notice of Exercise, the Board shall determine in respect of each Share Right:

(i) the number of underlying Performance Shares; and (ii) the Exercise Price, by taking into account the Capital Event in a manner

which is fair and equitable to the Participants and which is consistent with the relevant provisions of the Listing Rules.

Thedefinitionof‘CapitalEvent’capturesanyeventwhichthe Board considers should be a Capital event. the Board considers the Capital Return to be a Capital event because it will diminish the value of the Performance Rights that have been issued but will not have been exercised before the ‘ex’ date of the Capital Return.

(b) to compensate for the diminution in the value of the Performance Rights that have been issued but will not have been exercised before the ‘ex’ date of the Capital Return, it is proposed that the number of shares that will be allocated on the exercise of each performance right (in the event that the Capital Return is implemented) will be adjusted in accordance with the following formula:

AN = N x SP

(SP – CR)

Where: AN = the adjusted number of shares to be allocated on

exercise of a performance right N = the number of shares currently to be allocated on

exercise of a performance right SP=Thevolumeweightedaverageprice(VWAP)of CMI

ordinarysharesinthe5tradingdaysupto,but excluding,the ex-date for participation in the Capital Return

CR = the cash amount per fully paid ordinary share returned to shareholders under the Capital Return

this adjustment is referred to as the Performance Rights Adjustment in this Notice of Meeting.

the intention of the Performance Rights Adjustment is for the value of the Performance Rights to be the same before and after the implementation of the Capital Return - it is intended that holders of Performance Rights will not receive any advantage or disadvantage from the

Performance Rights Adjustment, rather it is to maintain the balance of rights between shareholders and holders of Performance Rights.2

(c) the Performance Rights Adjustment will not apply to Performance Rights which are issued under the Performance Rights Plan on or after the ‘ex’ date for the Capital Return.

(d) No shares will be allocated in respect of, and no additional shares will be allocated as a result of the Performance Rights Adjustment to, any Performance Rights that do not vest (for example, because the performance hurdle is not met) in accordance with the Rules of the Performance Rights Plan.

5.4 ASX waiver(a) Listing Rule 6.23.3 prohibits, among other things, a change

to an option that has the effect of increasing the number of securities received on exercise of that option. ASX has granted a waiver from Listing Rule 6.23.3 to the extent necessary to permit the proposed Performance Rights Adjustment on the conditions that:

(i) shareholders approve the Performance Rights Adjustment by way of a separate ordinary resolution; and

(i) this Notice of Meeting sets out the formula that will be usedtocalculatethePerformanceRights Adjustment.

ASX has reviewed this Notice of Meeting and determined thatthesecondoftheseconditionshasalreadybeensatisfied.

2 to provide a worked example using Andrew Buckley’s Performance Rights,

assuming the VWAP of CMI ordinary shares in the 5 trading days up to, but excluding, the ‘ex’ date for participation in the Capital Return is $1.50 and the Capital Return is $0.30 per ordinary share.

AN = 600,000 x $1.50

($1.50 - $0.30)

AN = 600,000 x $1.50($1.20)

AN = 600,000 x 1.25AN = 750,000 x

Assuming 100% exercise, the value of the Performance Rights using the above example is as follows:Before the Capital Return: 600,000 x $1.50 = $900,000 After the Capital Return: 750,000 x $1.20 (being $1.50 - $0.30) = $900,000

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5.5 Are there any reasons to vote against Resolution 5?

(a) the Board believes that the Performance Rights Adjustment is in CMI’s best interests because the Performance Rights Adjustment is an equitable way to counter the diminution in value, as a result of the Capital Return, of the shares that will be allocated if the Performance Rights that have already been issued are exercised. By implementing the Performance Rights Adjustment, the Board believes that it will maintain the underlying principles of the Performance Rights Plan, namely the alignment of the interests of executives and shareholders and assisting CMI in the attraction, motivation and retention of executives.

(b) You may wish to vote against Resolution 5 for various reasons, for example if you believe that the number of shares to be allocated on exercise of the Performance Rights should not be adjusted. However, the intention of the Performance Rights Adjustment is to maintain the balance between shareholders and Performance Rights holders as a result of the Capital Return, rather than to provide the holders of Performance Rights with any advantage as a result of the Capital Return or the Performance Rights Adjustment.

5.6 Directors’ interests

(a) Andrew Buckley is the only director of CMI who has been issued Performance Rights under the Performance Rights Plan. Mr Buckley currently holds 600,000 Performance Rights which have not yet been exercised. the issue of these Performance Rights was approved by shareholders at the 2014 Annual General Meeting.

If Resolution 5 is approved by shareholders, Mr Buckley’s Performance Rights will be adjusted in the same way as the Performance Rights held by other holders of Performance Rights (that is, there will be an adjustment so that Mr Buckley is entitled to additional shares on the exerciseofhisPerformanceRightstoreflectthevalueofthe Capital Return).

Further details of the Performance Rights issued to Mr Buckleyaresetoutinthe2015AnnualReportand theNoticeofMeetingforthe2014AnnualGeneral Meeting.

5.7 Directors’ recommendation the directors (with Mr Buckley abstaining and not

voting) unanimously recommend that shareholders vote in favour of Resolution 5 to approve the Performance Rights Adjustment.

6. other information6.1 Lodgement(a) In accordance with section 256C(5) of the Corporations

Act, a copy of this Notice of General Meeting has been lodged with the Australian Securities and Investments Commission.

6.2 No other material information(a) these explanatory Notes provide shareholders with all

information known to CMI which has not previously been disclosed to shareholders that is material to the decision whether or not to vote in favour of Resolutions 1 through 5.

6.3 Enclosures(a) enclosed with the Notice of Meeting are: (i) a proxy form to be completed if you would like to be

represented at the Meeting by proxy; and (ii) a reply paid envelope for you to return the proxy form.

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Glossary of TermsIn the attached notice of Meeting and explanatory Memorandum the following words and expressions have the following meanings:

AGM or Meeting means the annual general meeting of the Company to be held on 25 November 2015.

ASX meansASXLimitedACN008624691orthefinancialproductsmarketoperated by it, as the context requires.

Board means the board of directors of the Company.

chairman means the chairman of the Company as approved from time to time and includes an acting Chairman.

company or cMi means CMI Limited ABN 98 050 542 553.

constitution means the constitution of the Company from time to time.

corporations Act means the Corporations Act 2001 (Cth).

directors means the directors of the Company from time to time, and director means any one of them.

Group means the Company and its Related Bodies Corporate.

explanatory Memorandum means the explanatory memorandum to and forming part of the notice of Meeting contained in this booklet.

listing rules meanstheofficiallistingrulesofASX.

Performance rights Plan means the CMI Limited Performance Rights Plan.

related Body corporate has the meaning given to that term in section 50 of the Corporations Act.

Share or ordinary Shares means an ordinary share in the capital of the Company.

Shareholders means the holders of the Shares from time to time.

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*X99999999999*X99999999999

CMI PRX501C

*CMI PRX501*

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

STEP

1 or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (Sydney time) on Wednesday, 25 November 2015 at The Westin Sydney Hotel, 1 Martin Place, Sydney NSW 2000 (the Meeting) and at any postponement or adjournment of the Meeting.Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP).The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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 you are appointing as your proxy

APPOINT A PROXY

STEP

3

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

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

LODGE YOUR VOTE

ONLINEwww.linkmarketservices.com.au

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

BY FAX+61 2 9287 0309

BY HANDLink Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; orLevel 12, 680 George Street, Sydney NSW 2000

ALL ENQUIRIES TO Telephone: +61 1300 554 474

STEP

2

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

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

1 Approval of the Remuneration Report

2 Re-election of Ms Leanne Catelan as Director

3 Approval of a capital return to shareholders (“Capital Return”)

4 Renewal of the Performance Rights Plan

Resolutions

VOTING DIRECTIONS

For Against Abstain*5 Approval of an adjustment to the

performance rights issued under CMI’s Performance Rights Plan (“Performance Rights Adjustment”)

For Against Abstain*

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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

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

DEFAULT TO CHAIRMAN OF THE MEETINGAny directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

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

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

To appoint a second proxy you must:

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

(b) return both forms together.

SIGNING INSTRUCTIONSYou must sign this form as follows in the spaces provided:

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

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

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

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

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

LODGEMENT OF A PROXY FORMThis 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, 23 November 2015, 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:

ONLINEwww.linkmarketservices.com.au

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

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

BY FAX +61 2 9287 0309

BY HANDdelivering it to Link Market Services Limited* 1A Homebush Bay DriveRhodes NSW 2138

or

Level 12680 George StreetSydney NSW 2000

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

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

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