ACROW LIMITED — AGM Information 2023

Oct 16, 2023

ASX Announcement

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17 October 2023

NOTICE OF ANNUAL GENERAL MEETING AND RELATED DOCUMENTS

Acrow Formwork and Construction Services Limited (ASX: ACF) ( Acrow or the Company ) advises that the following documents, in relation to its Annual General Meeting, were dispatched to Shareholders today in accordance with their communication preference:

• Letter to Shareholders;

• Notice of Annual General Meeting; and

• Proxy Form.

This release was approved by the Acrow Board of Directors.

-ENDS-

About Acrow

Acrow Formwork and Construction Services Limited (ASX: ACF) is a leading provider of smart integrated construction systems across formwork, industrial services and commercial scaffolding in Australia. Enhancing our portfolio are falsework and shoring, screen solutions, Jacking Systems (also known as Jumpform), and internal engineering capabilities.

With over 80 years of experience, Acrow has grown from a small local business to a national leader in the construction industry. Our journey is marked by continuous innovation, expansion, and a vision to set the national standard in engineered industrial and construction services. We’re committed to removing barriers to success for construction and industrial professionals through our smart solutions, can do attitude, and strong partnerships.

Operating in 10 locations with over 60,000 tonnes of equipment, Acrow aims to expand its presence in Australia’s civil infrastructure market. Our national network with local expertise ensures efficient project delivery while adhering to best practices. To learn more, please visit: www.acrow.com.au

For further information, please contact:

Steven Boland Andrew Crowther Managing Director Chief Financial Officer Ph: +61 (02) 9780 6500 Ph: +61 (02) 9780 6500

Acrow Formwork and Construction Services Limited. C/- Level 5, 126 Phillip Street, Sydney NSW 2000

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ASX:ACF Acrow Formwork and Construction Services Limited ACN 124 893 465 C/- Level 5, 126 Phillip Street Sydney NSW 2000

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17 October 2023

Dear Shareholder

Annual General Meeting – Letter to Shareholders and Proxy Form

Acrow Formwork and Construction Services Limited (ASX: ACF) (“ Acrow " or the “ Company ”) advises that its 2023 Annual General Meeting (“ AGM” ) will be held at 10:30 AM (AEDT) on Wednesday, 15 November 2023 at Automic Group’s Offices, Atlantic Boardroom, Level 5, 126 Phillip Street, Sydney NSW 2000 and as a virtual meeting .

In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online from the Company’s website at: https://www.acrow.com.au/asx-announcements/.

Alternatively, the Notice will also be available on the Company’s ASX market announcements page (ASX:ACF).

Virtual Meeting

In addition to being able to attend the AGM in person, the Company is pleased to provide Shareholders with the opportunity to attend and participate virtually through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the AGM to avoid any delays on the day of the AGM. An account can be created via the following link: investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Your vote is important

The business of the AGM affects your Shareholding and your vote is important.

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the AGM.

Shareholders attending the meeting virtually and wishing to vote on the day of the meeting can find further instructions on how to do so in the Notice of Meeting. Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:

Acrow Formwork and Construction Services Limited

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ASX:ACF Acrow Formwork and Construction Services Limited ACN 124 893 465 C/- Level 5, 126 Phillip Street Sydney NSW 2000

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Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see theOnline Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

Yours faithfully

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Max Crowley Joint Company Secretary

Acrow Formwork and Construction Services Limited

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Acrow Formwork and Construction Services Limited C/- Level 5, 126 Philip St Sydney NSW 2000 ACN 124 893 465

www.acrow.com.au

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Acrow Formwork and Construction Services Limited

Notice of 2023 Annual General Meeting Explanatory Statement | Proxy Form

Wednesday, 15 November 2023

10:30am (AEDT)

Address:

Automic Group Atlantic Boardroom Level 5, 126 Phillip Street Sydney NSW 2000

and as a virtual meeting

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Contents

Contents
Venue and Voting Information	3
Notice of Annual General Meeting – Agenda and Resolutions	5
Notice of Annual General Meeting – Explanatory Statement	11
Glossary	22
Annexure A – Summary of the key terms of the Rights Plan	Attached
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2023 AGM

This Notice is given based on circumstances as at 13 October 2023. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at http://www.acrow.com.au/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

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Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:30am (AEDT) on 15 November 2023 at Automic Group‘s offices, Atlantic Boardroom, Level 5, 126 Phillip Street, Sydney NSW 2000 and as a virtual meeting .

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration.

4. Click on “ Register ” and follow the steps.

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to Max Crowley, Joint Company Secretary at meetings@automicgroup.com.au at least 48 hours before the AGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

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Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting in person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM will need to login to the online meeting platform powered by Automic.

Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen.

Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual- agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Acrow Formwork and Construction Services Limited ACN 124 893 465 will be held at 10:30am (AEDT) on 15 November 2023 at Automic Group’s offices, Atlantic Room, Level 5, 126 Phillip Street, Sydney NSW 2000 and as a virtual meeting (Meeting) .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 10:30am (AEDT) on 13 November 2023.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

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Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a Non-Binding Resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2023.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

• (b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

- Re election of Directors

2. Resolution 2 – Re-election of Peter Lancken as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Peter Lancken, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

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ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 3 by or on behalf of:
(a)	a person who is expected to participate in, or who will obtain a material benefit as
	a result of, the proposed issue (except a benefit solely by reason of being a holder
	of ordinary securities in the Company); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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Adoption of Rights Plan

4. Resolution 4 – Adoption of Rights Plan

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.2 (exception 13(b)) and for all other purposes, the Shareholders of the Company approve the adoption of the Rights Plan, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a)	a person who is eligible to participate in the Rights Plan; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 250BD of the Corporations
Act, a person appointed as a proxy must not vote on the basis of that appointment, on
Resolution 4 if:
(a)	the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management
	Personnel; and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)	the proxy is the Chair of the Meeting; and
(b)	the appointment expressly authorises the Chair to exercise the proxy even if the
	Resolution is connected directly or indirectly with remuneration of a member of the
	Company’s Key Management Personnel.

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Issue of Incentive Securities to a Director

5. Resolution 5 – Approval of Issue of Performance Rights to Steven Boland (or his nominee), a Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 1,975,435 Performance Rights under the Company’s Rights Plan to Steven Boland (or his nominee), a Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 5 by or on behalf of:
(a)	a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate
	in the Company’s Rights Plan; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder vote on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 250BD of the Corporations
Act, a person appointed as a proxy must not vote, on the basis of that appointment, on
Resolution 5 if:
(a)	the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management
	Personnel; and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)	the proxy is the Chair of the Meeting; and
(b)	the appointment expressly authorises the Chair to exercise the proxy even if the
	Resolution is connected directly or indirectly with remuneration of a member of the
	Company’s Key Management Personnel.

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Other Company Changes

6. Resolution 6 – Change of Company Name

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to “Acrow Limited”, effective from the date ASIC alters the details of the Company’s registration.”

BY ORDER OF THE BOARD

Max Crowley Joint Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10:30am (AEDT) on 15 November 2023 at Automic Group’s offices, Atlantic Boardroom, Level 5, 126 Phillip Street, Sydney 2000 and as a virtual meeting .

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at http://www.acrow.com.au/.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Joint Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, which is by 8 November 2023.

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Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at http://www.acrow.com.au/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2024 Annual General Meeting ( 2024 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2024 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2024 AGM. All of the Directors who were in office when the 2024 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

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- Re election of Director

Resolution 2 – Re-election of Mr Peter Lancken as Director

The Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors shall retire from office. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

It has been agreed that Mr Peter Lancken will retire by rotation at this Meeting.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Mr Peter Lancken was appointed a Director of the Company on 27 March 2018 and was last reelected as a Director at the 2021 AGM.

Under this Resolution, Mr Peter Lancken has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Peter has a career spanning over 30 years in a range of executive and director roles in equipment hire, industrial, and real estate companies. He was formerly the Managing Director and NonExecutive Chairman of Kennards Hire Pty Limited.

Peter managed an era of growth spanning two decades at Kennards, with sales now exceeding $550 million from a network of over 200 locations, and remains on the Board as a Non-Executive Director. Peter is also a Non-Executive Director of Crimestoppers NSW and was Non-Executive Chairman of Propertylink Group (ASX:PLG) prior to its acquisition in April 2019.

Peter holds a Bachelor of Engineering (Civil) degree from the University of New South Wales, is a Fellow of the Institute of Engineers Australia and is a fellow of the Australian Institute of Company Directors.

Directors’ recommendation

The Directors (excluding Mr Peter Lancken) recommend that Shareholders vote for this Resolution.

ASX Listing Rule 7.1A

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $236 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without

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Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

• (b) the time and date of the entity’s next annual general meeting; and

• (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

• (a) to further develop the Company’s business

• (b) to be applied to the Company’s working capital requirements;

• (c) acquiring assets; and

• (d) paying service providers or consultants of the Company.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A,

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the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.44	$0.88	$1.76
		50% decrease in issue price	issue price(b)	100% increase in issue price
“A” is the number of shares on issue,(a) being	10% voting dilution(c)	26,852,148	26,852,148	26,852,148
268,521,489 Shares	Funds raised	$11,814,945	$23,629,890	$47,259,780
“A” is a 50% increase in shares on issue, being	10% voting dilution(c)	40,278,223	40,278,223	40,278,223
402,782,234 Shares	Funds raised	$17,722,418	$35,444,836	$70,889,672
“A” is a 100% increase in shares on issue, being	10% voting dilution(c)	53,704,297	53,704,297	53,704,297
537,042,978 Shares	Funds raised	$23,629,891	$47,259,781	$94,519,563

Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 12 October 2023.

• (b) Based on the closing price of the Company’s Shares on ASX as at 12 October 2023.

• (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.

• (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and

• (e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been

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formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Whilst the Company previously sought Shareholder approval under Listing Rule 7.1A at the 2022 AGM there were no securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months preceding the AGM.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Adoption of Rights Plan

Resolution 4 – Adoption of Rights Plan

Background

The Company’s Rights Plan ( Rights Plan ) was last approved by Shareholders of the Company on 25 November 2020. As of the date of this Meeting, almost three years will have elapsed since this date. Accordingly, the Company seeks Shareholder approval to re-adopt the Incentive Plan for the purposes set out in this Explanatory Statement.

The purpose of the Rights Plan is to:

• (a) enable the Company to provide variable remuneration that is performance focussed and linked to long-term value creation for Company shareholders, to employees whose behaviour and performance have a direct impact on the Company group and long-term performance,

• (b) create alignment between the interests of participants in the Rights Plan and Company shareholders,

• (c) enable the Company to compete effectively for the calibre of talent required for it to be successful,

• ensure that participants in the Rights Plan have commonly shared goals, and assist participants in the Rights Plan to become Shareholders.

A summary of the key terms of the Right Plan is set out in Annexure A, and a copy of the rules of the Rights Plan is available upon request from the Company.

ASX Listing Rules

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that

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period.

If this Resolution is approved by Shareholders for all purposes under the Corporations Act and the ASX Listing Rules, including ASX Listing Rule 7.2 (exception 13(b)), it will have the effect of enabling the securities issued by the Company under the Incentive Plan to be automatically excluded from the formula to calculate the number of securities which the Company may issue in any 12 month period using Listing Rule 7.1 (15% capacity) during the next three year period.

Since the Rights Plan was last approved by Shareholders on 25 November 2020 the Company advises that it has issued 15,602,787 Performance Rights. If this Resolution is approved by Shareholders, the Company will, for the purposes of Exception 13(b) of ASX Listing Rule 7.2, issue up to a maximum of 12,000,000 Performance Rights under the Incentive Plan during the three year period following approval (for the purposes of exception 13). For the avoidance of doubt and unless the contrary intention appears, if the Company seeks Shareholder approval to issue securities to Directors (or their nominees), these issuances will not form part of the maximum number of securities identified above.

If this Resolution is not approved by Shareholders, the Company will be able to proceed with the issue of securities under the Company’s Rights Plan to eligible participants, but any issues of securities will not fall within an exception under Listing Rule 7.2 and therefore will utilize the Company’s placement capacity under Listing Rule 7.1.

Directors Recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

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Issue of Incentive Securities under the Rights Plan

Resolution 5 – Approval of Issue of Performance Rights to Steven Boland (or his nominee), a Director of the Company

Background

Shareholder approval is being sought to adopt an employee incentive scheme entitled “Rights Plan” under Resolution 4 of this Notice of Meeting.

The Company seeks to invite Mr Steven Boland, subject to Shareholder approval that is sought under this Resolution, to participate in the Rights Plan by subscribing for 1,975,435 Performance Rights under the Rights Plan ( Performance Rights ).

A summary of the material terms of the Performance Rights are included in the Information Required by ASX Listing Rule 10.15 section below.

Director and Related Party Approvals

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire securities under an employee incentive scheme unless it obtains the approval of its shareholders:

• (a) a director of the Company;

• (b) an associate of a director of the Company; or

• (c) a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders.

As Mr Steven Boland is a director of the Company, the proposed issue of Performance Rights constitutes the acquisition of securities under an employee incentive scheme for the purposes of Listing Rule 10.14 and therefore requires the approval of the Company’s shareholders under Listing Rule 10.14.

To this end, this Resolution seeks the required Shareholder approval to issue the Performance Rights to Mr Boland under and for the purposes of Listing Rule 10.14.

If approval is obtained under Listing Rule 10.14, in accordance with Listing Rule 10.12 (exception 8), separate approval is not required under Listing Rule 10.11.

If this Resolution is passed, the Company will be able to proceed with the proposed issue of Performance Rights to Steven Boland.

If this Resolution is not passed, the Company will not be able to proceed with the proposed issue of Performance Rights to Steven Boland.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Performance Rights constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

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The non-conflicted Directors of the Company (being Mr Peter Lancken, Mrs Melanie Allibon, Mr David Moffat and Ms Laurie Lefcourt) carefully considered the issue of these Performance Rights to Mr Steven Boland, and formed the view that the giving of this financial benefit as part of their remuneration would be reasonable, given the circumstances of the Company, the quantum and terms of the Performance Rights, and the responsibilities held by Mr Steven Boland in the Company.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Performance Rights to Mr Steven Boland fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and relies on this exception for the purposes of this Resolution. Therefore, the proposed issue of Performance Rights to Mr Steven Boland requires Shareholder approval under and for the purposes of Listing Rule 10.14 only.

Information Required by ASX Listing Rule 10.15

The following information in relation to the issue of Performance Rights to Mr Steven Boland is provided to Shareholders for the purposes of ASX Listing Rule 10.15:

• (a) The allottee is Mr Steven Boland (or his nominee).

• (b) Mr Steven Boland is a related party of the Company by virtue of being a Director of the Company, pursuant to Listing Rule 10.14.1.

• (c) The maximum number of Performance Rights that may be acquired by Mr Steven Boland is:

• (i) 626,625 FY26 Performance Rights;

• (ii) 657,956 FY27 Performance Rights; and

• (iii) 690,854 FY28 Performance Rights.

• (d) The current total remuneration package received by Steven Boland in FY2023 was $1,379,185.

• (e) Since the Rights Plan was last approved by Shareholders on 25 November 2020, the Company has issued the 4,352,588 Performance Rights to Mr Steven Boland at nil consideration (as approved by shareholders at the Company’s 2020 and 2022 AGM’s)

• (f) The material terms of the Performance Rights are as follows:

• (i) The Performance Rights are to be issued in six tranches each with performance vesting conditions.

• (ii) Performance Measurement Periods:

  • i. The performance conditions of the FY26 Performance Rights will be measured between the first day of FY2023 and the last day of FY2026;

  • ii. The performance conditions of the FY27 Performance Rights will be measured between the first day of FY2024 and the last day of FY2027; and

  • iii. The performance conditions of the FY28 Performance Rights will be measured between the first day of FY2025 and the last day of FY2028.

(iii) Vesting Conditions

• i. 50% of the FY26 Performance Rights, FY27 Performance Rights and FY28 Performance Rights consist of both target and stretch performance conditions and will be measured by comparing the Company’s annualised total shareholder return to the annualised total shareholder return of the ASX Small Industrial Total Return Index over the respective Performance Measurement Periods detailed above.

• ii. 50% of the FY26 Performance Rights, FY27 Performance Rights and FY28 Performance Rights consist of both target and stretch performance

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conditions and will be measured by the Company’s growth in Earnings Per Share (EPS) based on statutory NPAT over the respective Performance Measurement Periods detailed above.

• iii. All tranches require continued employment during the first year of the Measurement Periods.

• (iv) Each vested Performance Right can be exercised for nil consideration until the expiry date of 15 years from the grant date. Upon receipt of an exercise request the Board has discretion to settle the exercise by issuing one Fully Paid Ordinary Share (ASX:ACF) for each vested Performance Right or in cash or a combination of both.

• (v) Shares issued on conversion of Performance Rights will rank equally with the then Shares of the Company.

• (vi) The terms governing the transferability of the Performance Rights and the treatment of such Rights in the event the Company undergoes a capital reconstruction or undertakes a significant corporate action (including a sale of major asset or delisting) is summarised in Annexure A and set out in full in the Rights Plan.

• (vii) The Rights also:

• i. Are not transferable (and, consequently, will not be quoted on ASX or any other exchange):

• ii. Do not confer any right to vote, except as otherwise required by law;

• iii. Do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors;

• iv. Do not confer any right to a return of capital, whether in winding up, upon a reduction of capital or otherwise;

• v. Do not confer any right to participate in the surplus profit or assets of the entity upon winding up; and

• vi. Do not confer any right to participate in new issues of securities such as bonus issues or entitlement issues, unless and until the applicable Vesting Conditions are achieved and the Rights are converted into Shares.

The Company has chosen this type of security to provide variable remuneration that is performance focussed and linked to long-term value creation for Company shareholders. The Performance Rights will be independently valued after granting. The indicative value using the Monte Carlo method based on recent valuations, have current valuations of:

• FY26 Performance Rights - $215,559

• FY27 Performance Rights - $226,337

• FY28 Performance Rights - $237,654

• (g) The Performance Rights will be issued within no later than 3 years from the date of this Meeting, if approved by Shareholders of the Company.

• (h) The Performance Rights are being issued for nil consideration pursuant to the terms of the Rights Plan.

• (i) The material terms of the Rights Plan are set out in Annexure A of this Notice of Meeting.

Details of any securities issued under the Rights Plan will be published in each annual report of the Company relating to a period which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Rights Plan after the resolution was approved and who were not named in the notice of meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

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Other Company Changes

Resolution 6 – Change of Company Name

The Company proposes to change its name from “Acrow Formwork and Construction Services Limited” to “Acrow Limited” which will make our name more concise reflective of the future operations of the Company. The change of name will take effect from when ASIC alters the details of the Company's registration.

This change in name will not in itself, affect the legal status of the Company or any of its assets or liabilities.

The proposed name has been reserved with ASIC by the Company and if this Resolution is passed the Company will lodge a copy of the Special Resolution with ASIC following the Meeting in order to effect the change.

Pursuant to section 157(1) of the Corporations Act, a change in Company name can only be effected by way of a Special Resolution passed by its Shareholders. Therefore, this Resolution is a Special Resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary on +61 2 8072 1400 if they have any queries in respect of the matters set out in these documents.

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Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2023 Annual Report to Shareholders for the period ended 30 June 2023 as lodged by the Company with ASX on 22 September 2023.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of grant Thornton Audit Pty Ltd dated 22 September 2023 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party 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 may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Acrow Formwork and Construction Services Limited ACN 124 893 465.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 17 October 2023 including the Explanatory Statement.

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Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report. Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Rights Plan means the employee incentive scheme entitled “ Rights Plan ” for which Shareholder approval is being sought for the adoption of under Resolution 4 of this Notice of Meeting.

Securities mean Shares and/or Options (as the context requires).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2024 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2024 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2024AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2024 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

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Annexure A - Summary of the Key Terms of the Rights Plan

The Company intends to adopt the employee incentive scheme entitled “Acrow Formwork and Construction Services Limited Rights Plan” ( Rights Plan ), to assist in the reward, retention and motivation of the Company's Directors (excluding non-executive directors), senior management, and other key employees ( Eligible Persons ).

Under the rules of the Rights Plan, the Board has a discretion to offer performance rights to acquire Shares to Eligible Persons. In each case, the performance rights will be subject to servicebased conditions and/or performance hurdles ( Rights ).

The terms and conditions of the Rights Plan are set out in comprehensive rules. A summary of the rules of the Rights Plan is set out below:

• The Rights Plan is open to Executive Directors, senior management, and any other employees of the Company, as determined by the Board.

• Participation in the Rights Plan is voluntary.

• The Board may determine the number of Rights to be issued under the Rights Plan to each participant and other terms of issue of the Rights, including:

• what service-based conditions and/or performance hurdles must be met by a participant in order for the Rights to vest;

• the measurement period applicable to each tranche of Rights;

• the fee payable (if any) to be paid by a participant on the grant of Rights;

• the fee payable (if any) to be paid by a participant on the conversion of Rights;

• the period during which a vested Rights can be converted; and

• any forfeiture conditions or disposal restrictions applying to the Rights and any Shares that a participant receives upon conversion of their performance rights.

• When any service-based conditions and/or performance hurdles have been satisfied, the performance rights will become vested and will be convertible to Shares.

• Each vested performance right enables the participant to be issued or to be transferred one Share upon conversion or a cash payment to the value of the shares, or a combination of both at the Boards absolute discretion, subject to the rules governing the Rights Plan and the terms of any particular offer.

• Rights may not be disposed of or transferred or otherwise dealt with and will lapse immediately on such a purported disposal, transfer or dealing (unless the transfer is effected by operation of law).

• In the event the Company undertakes:

  • an issue of bonus shares (other than in the case of a bonus share issue in lieu of a dividend payment), the number of Rights held by a participant will increase by the same number of bonus shares the participant would have received had the Rights been fully paid shares in the Company;

  • a general rights issue there will be no adjustments to the Rights, however the Board may consider issuing options to participants;

  • a rights issue other than to shareholders, the Rights will not be adjusted; or

  • any other capital reconstruction, the Board may make such adjustments to the Rights as it considers appropriate to ensure the holders of the Rights are neither

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advantaged or disadvantaged.

• On exercise of Rights the Board will determine in its absolute discretion whether to settle the exercised rights value in whole shares with any residual amount being forfeited, a cash payment to the participant or a combination of shares and a cash payment to the participant.

• In the event the Company:

  • is to de-list, the vesting conditions attached to each group of Rights will cease to apply and some or all of the Rights will vest, be exercisable and/or be rendered unrestricted (as appropriate) in accordance with the terms of the Rights Plan;

  • divests a significant portion of its assets, ceases its major operations or undertakes a substantial return of capital to Shareholders some or all of the unvested Performance and Services Rights will vest (or their number and conditions will be adjusted to ensure no prejudice to Rights holders) and some or all restrictions on Restricted Rights will lift.

• Invitations under the Rights Plan will be made in reliance on Division 1A of Part 7.12 and Part 6D.2 of the Corporations Act.

• The Rights Plan will be administered by the Board but the Board may delegate administration of the Rights Plan to a committee of the Board in relation to all participants or to the Managing Director in relation to other Participants.

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form

for online Securityholder registration.

Acrow Formwork and Construction Services Limited | ABN 36 124 893 465

Your proxy voting instruction must be received by 10.30am (AEDT) on Monday, 13 November 2023 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

Lodging your Proxy Voting Form:

YOUR NAME AND ADDRESS

Online

The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at portal: https//investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. https://investor.automic.com.au/#/loginsah or scan the QR code below using your STEP 1 – APPOINT A PROXY smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

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Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking 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.

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE:

CORPORATE REPRESENTATIVES

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

STEP 1 - How to vote

APPOINT A PROXY:

VIRTUAL PARTICIPATION AT THE MEETING:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Acrow Formwork and Construction Services Limited, to be held virtually at 10.30am (AEDT) on Wednesday, 15 November 2023 and physically at Automic Group’s offices, Atlantic Room, Level 5, 126 Phillip Street, Sydney NSW 2000 hereby:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Acrow The company is pleased to provide shareholders Formwork and Construction Services Limited, to be held virtually at 10.30am (AEDT) on with the opportunity to attend and participate in Wednesday, 15 November 2023 and physically at Automic Group’s offices, Atlantic Room, Level 5, 126 Phillip Street, Sydney NSW 2000 hereby: a virtual Meeting through an online meeting platform powered by Automic, where Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as shareholders will be able to watch, listen, and your proxy, please write in the box provided below the name of the person or body corporate you vote online. are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or To access the virtual meeting: the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have 1. Open your internet browser and go to been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is create an account prior to the start of the entitled to vote. meeting to ensure there is no delay in Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising attending the virtual meeting the Chair to vote in accordance with the Chair’s voting intention. Further information on how to do this is set out in AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED the Notice of Meeting. The Explanatory Notes RESOLUTIONS that accompany and form part of the Notice of Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy Meeting describe the various matters to be by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and considered. 5 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Re-election of Peter Lancken as Director 3 ASX Listing Rule 7.1A Approval of Future Issue of Securities 4 Adoption of Rights Plan 5 Approval of Issue of Performance Rights to Steven Boland (or his nominee), a Director of the Company 6 Change of Company Name Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).