Ventia Services: Notice of Meeting 2022

Ventia Services Group Limited

NBA 53 603 253 541

Level 8, 80 Pacific Highway

Sydney North NSW 2060

AUSTRALIA

For more information, please contact:

Investors

Media

Chantal Travers

Sarah McCarthy

Managing Director of Investor Relations

Managing Director Brand, Marketing & Communication

[email protected]

[email protected]

+61 428 822 375

+61 400 993 542

About Ventia

ventia.com

ASX and NZX versions

April 1, 2022

2022 Annual General Meeting

Ventia Services Group Limited (Ventia) will hold its first annual general meeting (AGM 2022) at 10:00 a.m. on Thursday, May 5, 2022 (Sydney time).

Shut in are the following documents relating to the 2022 AGM:

Copies of the above documents and related documents will be available at:

This announcement has been authorized by the Secretary General.

-Ends-

Ventia is a leading provider of critical infrastructure services in Australia and New Zealand, proudly delivering the services that keep infrastructure working for our communities. Ventia has access to a combined workforce of over 35,000 people, operating in over 400 locations in Australia and New Zealand. With a strategy to redefine service excellence by being customer-focused, innovative and sustainable, Ventia operates across a wide range of industry segments, including defence, social infrastructure, water, electricity and gas, resources, telecommunications and transport.

Dear shareholder,

The Board of Directors of Ventia Services Group Limited (Ventia Where Company) is pleased to convene its first Annual General Meeting (AGM) as an entity listed on the ASX and NZX (as an exempt foreign issuer).

The AGM will take place on Thursday, May 5, 2022 at 10:00 a.m. (Sydney time) as a virtual meeting only. Registration will open from 9:00 a.m. (Sydney time).

The AGM is an important event for the Company and the Board looks forward to engaging with shareholders at the first AGM. We will provide you with an update on how we are implementing Ventia’s strategy of redefining service excellence, while placing health and safety at the center of everything we do.

We encourage shareholders to attend the AGM online at https://meetnow.global/M5KTRGV.

While shareholders will be able to vote online at the AGM, you are encouraged to cast a direct vote or appoint a proxy prior to the AGM, even if you are participating online. If you are unable to attend the AGM, please cast your direct vote or appoint a proxy prior to the AGM. You will find more details on how you can participate in the AGM on the following pages.

We encourage shareholders to actively participate via the online platform and to ask questions online or by phone.

It is important that you have the opportunity to communicate your point of view to us. This will include asking questions of our auditor, Deloitte.

We will try to answer the questions most frequently asked during the presentations of the Chairman and/or the Group’s Chief Executive Officer during the General Meeting.

Shareholders who are unable to attend the AGM or who prefer to register their questions in advance are encouraged to do so by clicking here https://www.ventia.com/investor-centre.

Shut in together with this letter are both the notice of meeting and the explanatory memorandum, which contain more detailed information regarding the items on the agenda of the general meeting and the voting procedures.

We look forward to talking with you at the AGM.

David Moffat

President

The 2022 Annual General Meeting (AGM) of Ventia Services Group Limited (Company Where Ventia) will be held online at https://meetnow.global/M5KTRGV, on Thursday, May 5, 2022 at 10:00 a.m. (Sydney time). Registration will open from 9:00 a.m. (Sydney time).

The explanatory memorandum which accompanies and forms part of this notice of meeting describes in more detail the points to be dealt with at the AGM.

ORDINARY TRADE

1. Annual report 2021

Receive and review the financial report, the directors’ report and the auditor’s report for the year ended December 31, 2021.

There is no vote on this item.

2. Adoption of the 2021 remuneration report

Consider and, if deemed appropriate, pass the following resolution as a non-binding ordinary resolution:

“To adopt the 2021 compensation report for the financial year ended December 31, 2021.”

Voting on this Resolution is advisory only and does not bind the Directors or the Company.

3. Election of Directors

Consider and, if deemed appropriate, adopt the following resolutions as ordinary resolutions:

3a: “That David Moffatt, who is retiring pursuant to

Rule 8.1 of the Company’s Constitution and, being eligible, be elected a director of the Company.”

3b: “That Kevin Crowe, who is retiring pursuant to

Rule 8.1 of the Company’s Constitution and, being eligible, be elected a director of the Company.”

4. Appointment of auditor

Consider and, if deemed fit, pass the following resolution as an ordinary resolution:

“In accordance with Section 327B of the Companies Act and for all other purposes, approval is given for the appointment of Deloitte Touche Tohmatsu as the company’s external auditors, effective from the date of the AGM. “

Remarks

If it is necessary for Ventia to provide further updates on the terms of the AGM, we will notify Shareholders via our investor website (https://www.ventia.com/investor-centre)

and via an announcement on the ASX and NZX.

PARTICIPATE IN THE ONLINE AGM

Shareholders must use the share register meeting platform to attend and participate in the annual general meeting. To participate in the General Meeting, Shareholders can connect by entering the following URL https://meetnow.global/M5KTRGV on computer, tablet or smartphone.

If Shareholders choose to attend the AGM online, registration will open at 9:00 a.m. (Sydney time) on Thursday 5 May 2022.

To participate in the AGM online, follow the instructions below.

  • 1. Click “Join Meeting Now”.

  • 2. Enter the SRN/HIN. Proxies and corporate officers should contact Computershare on +61 3 9415 4024 before the AGM to obtain their login credentials.

  • 3. Enter the registered postal code for the shareholder holding if you are an Australian shareholder. If it is a Foreign Shareholder, select the country of the registered shareholding from the drop-down list.

  • 4. Accept the Terms and Conditions and ‘Click Continue’.

Shareholders can view the AGM live, ask questions verbally or via a live text feature and vote at appropriate times while the AGM is in progress.

While shareholders will be able to vote on resolutions online during the AGM in real time, shareholders are encouraged to vote directly or appoint a proxy prior to the AGM, even if participating online. If Shareholders are unable to attend the AGM, Shareholders are encouraged to appoint a proxy or vote directly on the Voting Form.

Further information regarding participation in the online AGM, including browser requirements, is detailed in the Online Meeting Guide available at www.computershare.com.au/virtualmeetingguide.

Shareholders will also be able to ask questions verbally by telephone at the number that will be available on the online platform.

Technical difficulties

Technical difficulties may arise during the AGM. The President has the discretion to decide if and how the AGM should take place in the event of a technical difficulty.

In exercising this discretion, the Chairman will take into account the number of Shareholders affected and the extent to which attendance at the AGM’s business is affected.

When the President deems it appropriate, the President may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to cast a direct vote or appoint a proxy even if they plan to attend via the virtual platform.

Right to vote

Shareholders are entitled to attend and vote at the AGM if they are registered holders of shares of the Company at 7:00 p.m. (Sydney time) on Tuesday, May 3, 2022subject to the voting restrictions described in this notice of meeting and explanatory memorandum.

Direct vote – before the GA

Shareholders have the right to vote directly by writing Section A “Vote Directly” on the voting form that accompanies this Notice of Meeting. Shareholders will then not need to appoint a proxy to act on their behalf.

The direct vote will have priority over the appointment of a proxy. For a valid direct vote to be recorded, Shareholders must mark ‘For’, ‘Against’ or ‘Abstain’ on each resolution. Where a direct vote has been validly submitted prior to the AGM, the presence or participation of the Shareholder at the AGM will void the direct vote, unless otherwise instructed by the Shareholder to the Company or, at its request, to the Register. actions.

Proxy vote

A Shareholder has the right to appoint a proxy to attend and vote on his or her behalf. To do so, Shareholders must check Section B “Appoint a proxy” on the Voting Form to appoint the Chairman of the General Meeting as their proxy or insert the name of their alternative proxy in the space provided for this purpose.

The following applies in terms of proxy appointments:

  • a proxy need not be a Shareholder and may be an individual or a legal entity;

  • a Shareholder with two or more votes may appoint two proxies; and

  • where two proxies are appointed, each proxies may be appointed to represent a specified proportion of the Shareholder’s voting rights. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of that Shareholder’s votes.

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