ACROW LIMITED — Capital/Financing Update 2024

May 15, 2024

ASX Announcement

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16 May 2024

ACROW DIVIDEND REINVESTMENT PLAN (“DRP”) SHORTFALL UNDERWRITE

Acrow Limited (ASX: ACF) (“Acrow” or “the Company”) is pleased to announce that it has entered into an underwriting agreement with Morgans Corporate Limited (“ Morgans ”) under which Morgans will fully underwrite the shortfall of $7.6 million under the Company’s Dividend Reinvestment Plan (“ DRP ”) in relation to Acrow’s fully franked dividend of 2.85 cents per share which is payable on 31 May 2024 (“ Underwriting Agreement ”).

Opportunities for short to mid-term growth off the back of the introduction of the new Acrowdeck and Jacking Systems products, as well as a range of new contracts secured across the Industrial Services division, have brought forward anticipated capex requirements. Acrow considers this as an opportunity to provide balance sheet flexibility and deliver on these opportunities.

DRP participation

Approximately 9% of the Company’s shareholders have elected to reinvest their dividends under the DRP, representing approximately $0.8 million of the total $8.4 million dividend. Shares will be issued under the DRP on the dividend payment date of 31 May 2024 at a 2.5% discount to the share price based on a 10-day VWAP commencing on 2 May 2024, being $1.1445 per share. The total shortfall of $7.6 million is underwritten by Morgans.

Underwriting arrangements

Morgans has agreed to underwrite the shortfall to the DRP by subscribing, or procuring subscriptions, for 6,645,663 shares at $1.1445 per share, expected to be issued on or around 3 June 2024.

A summary of the key terms of the Underwriting Agreement is provided in the Appendix to this announcement in accordance with ASX Listing Rule 3.10.9.

This release was approved by the Acrow Board of Directors.

-ENDS-

About Acrow

Acrow 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 Announcement

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Appendix

Details of Underwriting Agreement (ASX Listing Rule 3.10.9)

	Details of Underwriting Ag	Details of Underwriting Ag	Details of Underwriting Ag	eement (ASX Listing Rule	eement (ASX Listing Rule	3109)	3109)
						..
N	ame of Underwriter	Morga		ns Corporate Limited(ABN32		010 539 607)
E
	xtent of Underwriting	Fullyu		nderwritten
U	di A	$76		lli
	nerwrtten mount	. m		on
Fee, commissions or otherconsideration payable to theUnderwriter	ee, commissions or other	Cash u		nderwriting fee of 3.0% (ex		clusive of GST) of the
	onsideration payable to the	Under		written Amount.
	nderwriter	In acco		rdance with the terms of t		he DRP, shares will be
		issued under the DRP at a 2.5% discount to the shareprice based on a 10-day VWAP commencing 2 May 2024,being $1.1445. This discounted share price will apply tothe shares applied for by the Underwriter in accordancewith the terms of the UnderwritingAgreement.
Summary of significant eventsthat could lead to theunderwriting being terminated		Morgans may, without cost or liability to itself by notice inwriting, upon or at any time prior to 5.00 pm on the
			hortfall Settlement Date terthis Agreement if:		inate its obligations under
			(a)(suspension): Acrow		is removed from the official
			list of ASX or the Shar		es become suspended from
			official quotation by A		SX (even it that suspension is
			lifted following such		uspension);
			(b) (solvent): any of Acro		w or its controlled entities
			(each aGroup Membd		er) is or becomes insolvent,f it dbt ll
			or suspens paymenevent described in se		o s es generay, or anction 652C(2) of the
			Corporations Act exis		ts or occurs in relation to a
			Group Member; or cireasonabl be exect		rcumstances arise or mayed to arise as a result of
			y pwhich, a Group Mem		,ber may cease to be solvent or
			able to pay its debts		as and when they fall due or
			an event described inrelation to a Group M		section 652C(2) may occur inember;
			(c) (index fall): the ASX		All Ordinaries Index is, at any
			time during the periobusiness on the date		d commencing on the close ofof this Agreement and ending
		on the close of business on the Shortfall SettlementDate, 10% or more below its level as at the close ofbusiness on the date of this Agreement;(d) (restriction on allotment): Acrow is preventedfrom allotting and issuing the Shortfall Shareswithin the time required by this Agreement, underthe Corporations Act, the Listing and Market Rules,any statute, regulation or order of a court ofcompetent jurisdiction, by ASIC, ASX or anygovernmental or semi-governmental agency or
			authority;

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

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ASX Announcement

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• (e) ( ASIC or other prosecution ): ASIC gives notice of any deficiency in the Offer or related documents or ASIC gives notice of an intention to hold a hearing, examination or investigation in connection with the Offer or of Acrow which is not resolved by the Allotment Date;

• (f) ( Timetable ): there is a delay in any specified date in the Timetable which is greater than 5 Business Days without the consent of Morgans;

• (g) ( Fraud ): Acrow or any of their respective directors or officers (as those terms are defined in the Corporations Act) are engaged, or have engaged, in any fraudulent conduct or activity whether or not in connection with the Offer;

• (h) ( Withdrawal ): Acrow withdraws the Offer or indicates that it does not intend to proceed with the Offer or any part of the Offer;

• (i) ( change to Acrow ): Acrow alters the issued capital of Acrow or disposes or attempts to dispose of a substantial part (directly or indirectly) of the business or property of Acrow, without the prior written consent of Morgans;

• (j) ( representations and warranties ): a representation, warranty, undertaking or obligation contained in this Agreement on the part of Acrow is breached, becomes not true or correct or is not performed;

• (k) ( breach ): Acrow defaults on any of its obligations under this Agreement;

• (l) ( constitution ): Acrow varies any term of its Constitution without the prior written consent of Morgans.

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

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