CIVMEC LIMITED — Capital/Financing Update 2024

Sep 1, 2024

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CIVMEC LIMITED

(Company Registration No: 201011837H)

(Incorporated in the Republic of Singapore)

UPDATES IN RELATION TO THE PROPOSED CHANGE OF DOMICILE OF THE HEAD COMPANY OF THE GROUP FROM CIVMEC LIMITED (DOMICILED IN SINGAPORE) TO CIVMEC AUSTRALIA LIMITED (DOMICILED IN AUSTRALIA)

• CHANGE IN NEWCO’S ISIN CODE ON THE SGX-ST

• • UPDATES ON THE CHANGE OF NAMES OF THE COMPANY AND NEWCO

1. INTRODUCTION

The board of directors (the “ Directors ”) of Civmec Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) refers to the following:

• (a) the announcement dated 27 October 2023 in relation to the change of domicile of the head company of the Group from the Company (domiciled in Singapore) to the NewCo (domiciled in Australia);

• (b) the announcement dated 19 June 2024 in relation to the application to the General Division of the Singapore High Court (the “ Court ”) for leave to convene the Shareholders’ Scheme Meeting (the “ Leave Application ”);

• (c) the announcement dated 21 June 2024 in relation to the Case Conference in respect of the Leave Application;

• (d) the announcement dated 27 June 2024 in relation to the notice of the Court hearing date for the Leave Application;

• (e) the announcement dated 5 July 2024 in relation to the Court order granting leave to convene the Shareholders’ Scheme Meeting;

• (f) the announcement dated 26 July 2024 in relation to the Company’s responses to questions in advance of the Shareholders’ Scheme Meeting and the EGM;

• (g) the announcement dated 31 July 2024 in relation to the shares of NewCo not being eligible for inclusion under the CPF Investment Scheme following the completion of the Change of Domicile through the Proposed Transactions;

• (h) the announcement dated 1 August 2024 in relation to the results of the Shareholders’ Scheme Meeting held on 1 August 2024;

• (i) the announcement dated 1 August 2024 in relation to the results of the EGM held on 1 August 2024;

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• (j) the announcement dated 1 August 2024 in relation to, inter alia , the filing of the Approval Application for the Shareholders’ Scheme;

• (k) the announcement dated 6 August 2024 in relation to, inter alia , the notice of Court hearing date for the Approval Application;

• (l) the announcement dated 7 August 2024 in relation to, inter alia , the re-fixing of the Court hearing date for the Approval Application;

• (m) the announcement dated 15 August 2024 in relation to, inter alia , updates on the One-time Payment by the Company;

• (n) the announcement dated 26 August 2024 in relation to the cancellation of treasury shares and notice of Record Date for the Shareholders’ Scheme;

• (o) the announcement dated 29 August 2024 in relation to the Court’s approval of the Approval Application for the Shareholders’ Scheme;

• (p) the order of the Court dated 4 July 2024 granting leave to the Company to convene the Shareholders’ Scheme Meeting and containing further orders in relation to the conduct of the Shareholders’ Scheme Meeting; and

• (q) the circular dated 10 July 2024 (the “ Circular ”) to Shareholders containing, inter alia , the details of the Change of Domicile through the Proposed Transactions.

Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings as ascribed to them in the Circular.

2. NOTICE OF CHANGE IN ISIN CODE OF NEWCO ON SGX-ST

Based on the indicative timeline set out in Section 4 of this announcement, the NewCo Shares are expected to commence trading on the (a) SGX-ST on 5 September 2024 at 9.00 a.m.; and (b) ASX on 5 September 2024 at 8:00 a.m. initially on a deferred settlement basis and subsequently on a normal settlement basis on 11 September 2024 at 8:00 a.m..

With effect from 9.00 a.m. on 5 September 2024, please note that NewCo’s ISIN Code on the SGXST will change to AU0000012056 (being the ISIN Code of NewCo on the ASX).

For the avoidance of doubt, following the completion of the Change of Domicile through the Proposed Transactions, there is no change in the issuer name, security name, trading name, ticker code and CDP statement name of the NewCo which remain as follows on the SGX-ST:

On the SGX-ST
Issuer Name	Civmec Limited
Security Name	Civmec Limited
Trading Name	Civmec
Ticker Code	P9D
CDP Statement Name	Civmec

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On the ASX, there is also no change in the issuer name and ticker code of NewCo after the completion of the Change of Domicile through the Proposed Transactions which remain as follows:

On the ASX
Issuer Name	Civmec Limited
Ticker Code	CVL

3. UPDATES ON THE CHANGE OF NAMES OF THE COMPANY AND NEWCO

The Directors refer to the Circular in relation to, inter alia , the proposed change of name of the Company to “Civmec Singapore Limited” and the proposed change of name of the NewCo to “Civmec Limited” in connection with the Change of Domicile through the Proposed Transactions (the “ Proposed Change of Names ”).

Further to the EGM held on 1 August 2024 where, inter alia , the special resolutions relating to the Proposed Change of Names were duly passed, the Directors wish to announce that the Notice of Special Resolution for change of name of the Company from “Civmec Limited” to “Civmec Singapore Limited” has been lodged with the ACRA on 2 September 2024 and ACRA has issued the Notice of Change of Name to confirm that the Company had resolved to change its name to “Civmec Singapore Limited” with effect from 2 September 2024.

It is expected that arrangements will be made to post the relevant forms to effect NewCo’s name change with ASIC from “Civmec Australia Limited” to “Civmec Limited” as soon as possible. On an indicative basis, it is estimated that NewCo’s name change typically takes effect seven (7) business days from the date the relevant forms are posted to ASIC (noting that actual time may differ as the name change application will need to be submitted by post and then manually processed by ASIC). Further updates will be provided when NewCo’s name change has been effected.

4. INDICATIVE TIMELINE

Please see below for the indicative timeline. Any reference to a time of day or date in the indicative timeline below shall be a reference to Singapore time or date, as the case may be, unless otherwise stated.

Key events	Indicative Timing
Record Date for the Shareholders’ Scheme to determine entitlements of Shareholders and CDI holders to the NewCo Shares under the Shareholders’ Scheme	5.00 p.m. on 3 September 2024
Expected Effective Date (lodgement of Shareholders’ Scheme Court Order with ACRA)	4 September 2024
Expected date for (a) issue of NewCo Shares on the Singapore share register to CDP to be held for the benefit of Entitled Shareholders (being Depositors who are not Overseas Shareholders); and (b) issue of NewCo Shares on the Australian share register to CDN to be held for the benefit of Entitled Shareholders who hold CDIs on the CHESS sub‑register and the issuer‑sponsored sub‑register in Australia and who are not Overseas Shareholders	4 September 2024
Expected time and date for the commencement of trading of the NewCo Shares onthe SGX‑ST(1) (2)	9.00 a.m. on 5 September 2024

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Key events	Indicative Timing
Expected time and date for the commencement of trading of the NewCo Shares on the ASX on a deferred settlement basis(1)	8:00 a.m. on 5 September 2024
Expected date for (a) transfer of the NewCo Shares by CDN to the Entitled Shareholders who hold CDIs on the CHESS sub‑register and the issuer‑sponsored sub‑register in Australia and who are not Overseas Shareholders; and (b) issue of NewCo Shares on the Australian share register to Entitled Shareholders (who are not Depositors, holders of CDIs or Overseas Shareholders)	10 September 2024
Expected date of despatch of holding statements to the relevant Entitled Shareholders on the Australian share register in respect of NewCo Shares	11 September 2024
Expected time and date for the commencement of trading of the NewCo Shares on the ASX on a normal settlement basis	8:00 a.m. on 11 September 2024
Expected date for the commencement of cross‑border movements of the NewCo Shares	11 September 2024
Expected date on which NewCo changes its name from “Civmec Australia Limited” to “Civmec Limited”(3)	11 September 2024

Notes:

• (1) The NewCo will commence trading on the Mainboard of the SGX ST and the ASX (on a deferred settlement basis) under the name of “Civmec Limited” and the ticker codes of “P9D” and “CVL”, respectively, being the existing ticker codes of the Company (with further information in respect of deferred settlement trading of the NewCo Shares to be provided by ASX at the time of admission of the NewCo to the official list of ASX).

• (2) On the SGX, there will be no changes to the security name (which will remain as “Civmec Limited”), trading name (which will remain as “Civmec”) and CDP statement name (which will remain as “Civmec”) following the completion of the Change of Domicile through the Proposed Transactions.

• (3) This assumes that the relevant forms to effect NewCo’s name change from “Civmec Australia Limited” to “Civmec Limited” are posted to ASIC on 2 September 2024. On an indicative basis, it is estimated that NewCo’s name change typically takes effect seven (7) business days from the date the relevant forms are posted to ASIC (noting that actual time may differ as the name change application will need to be submitted by post and then manually processed by ASIC). Further updates will be provided when NewCo’s name change has been effected.

Please note that the above timetable is indicative only and may be subject to change. For the events listed above which are described as “expected”, please refer to future announcement(s) for the exact dates and times of these events.

5. FURTHER ANNOUNCEMENTS

The Company will make further announcements as and when required and/or as and when there are material developments in relation to the Change of Domicile through the Proposed Transactions.

6. CAUTIONARY STATEMENT

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Shareholders should note that the Change of Domicile through the Proposed Transactions remains subject to, amongst others, the fulfilment of the Conditions under the Implementation Agreement. There is no certainty or assurance that the Conditions can be fulfilled or that the Change of Domicile through the Proposed Transactions will be undertaken at all.

Shareholders, stakeholders and potential investors of the Company are advised to read this announcement and any further announcements made by the Company carefully. Shareholders are also advised to refrain from taking any action with respect to their securities in the Company which may be prejudicial to their interests, and to exercise caution when dealing in the securities of the Company. Shareholders, stakeholders and potential investors of the Company should consult with their financial, tax or other advisers if they have any doubt about the actions they should take.

ON BEHALF OF THE BOARD

James Finbarr Fitzgerald Executive Chairman 2 September 2024

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