GR ENGINEERING SERVICES LIMITED — AGM Information 2011

Oct 9, 2011

ABN 12 121 542 738

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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

10 November 2011

Time of Meeting

10:00am (AWST)

Place of Meeting

Bluewater Function Centre, Heathcote Reserve 56 Duncraig Road, Applecross, Western Australia

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

GR Engineering Services Ltd ABN 12 121 542 738

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of GR Engineering Services Limited ABN 12 121 542 738 ("Company") will be held at Bluewater Function Centre, Heathcote Reserve, 56 Duncraig Road, Applecross on 10 November 2011 at 10:00am (AWST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter.[1] However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

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

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

2. Resolution 2 – Re-election of Barry Patterson as a Director

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

“That, Barry Patterson, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected in accordance with clause 13.3 of the Constitution as a Director. "

3. Resolution 3 – Re-election of Tony Patrizi as a Director

ITEMS OF BUSINESS

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2011, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

1. Resolution 1 – Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following as an ordinary resolution :

" That the Remuneration Report as set out in the Annual Report be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

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

“That, Tony Patrizi, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected in accordance with clause 13.3 of the Constitution as a Director. "

4. Resolution 4 – Election of Peter Hood as a Director

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

“That Peter Hood who ceases to hold office in accordance with clause 13.5 of the Constitution and, being eligible, offers himself for election, be elected a Director of the Company.”

5. Resolution 5 – Election of Terrence Strapp as a Director

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

1 Restricted Voter means Key Management Personnel and their Closely Related Parties.

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“That Terrence Strapp who ceases to hold office in accordance with clause 13.5 of the Constitution and, being eligible, offers himself for election, be elected a Director of the Company.”

6. Resolution 6 – Ratification of Final Dividend

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

“That the final dividend for the financial year ending 30 June 2011 of $0.04 per Share, declared by the Directors on 22 August 2011, and payable on 10 November 2011 for all Shareholders appearing on the Company’s register of Shareholders on the record date of 16 September 2011 be ratified.”

OTHER BUSINESS

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To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

For the purposes of Resolutions 1 to 6, the following definitions apply:

" Accounting Standards " has the meaning given to that term in the Corporations Act;

" AWST " means Australian Western Standard Time;

" Annual Report " means the annual report of the Company for the year ended 30 June 2010;

" Closely Related Party " has the meaning given in the Corporations Act;

" Company " means GR Engineering Services Limited ABN 12 121 542 738;

" Constitution " means the Company's constitution, as amended from time to time; " Corporations Act " means Corporations Act 2001 (Cth);

" Director " means a director of the Company;

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" Explanatory Memorandum " means the explanatory memorandum accompanying this Notice of Annual General Meeting;

“ Key Management Personnel ” has the meaning given in the Accounting Standards; " Resolution " means a resolution contained in this Notice of Annual General Meeting;

“ Restricted Voter ” means Key Management Personnel and their Closely Related Parties; and

“ Share ” means a fully paid ordinary share in the Company.

By order of the Board

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Joe Ricciardo Managing Director

Dated: 3 October 2011

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How to vote

Shareholders can vote by either:

• attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting or by submitting their proxy appointment and voting instructions by person, post, courier or facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendances recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed unless previously given to the Company's Share Registry.

Voting by proxy

• A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

• To be effective, proxies must be lodged by 10:00am (AWST) on 9 November 2011. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this Notice; or

• by faxing a completed proxy form to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

• for Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10:00am (AWST) on 9 November 2011. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5.00pm (AWST) 9 November 2011.

• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

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GR Engineering Services Ltd ABN 12 121 542 738

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

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of GR Engineering Services Limited (" GR Engineering " or the " Company ").

FINANCIAL REPORTS

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2011 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

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 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 Report and is also available on the Company’s website (www.gres.com.au).

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2011 AGM, and then again at the 2012 AGM, the Company will be required to put a resolution to the 2012 AGM, to approve calling an extraordinary general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (spill meeting) within 90 days of the 2012 AGM. All of the Directors who were in office when the 2012 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 policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

Voting

The Chairman will also provide shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

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 may not vote on this Resolution and may 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 expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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The Chair will use any such proxies to vote in favour of the Resolution.

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

RESOLUTION 2 – RE-ELECTION OF BARRY PATTERSON AS A DIRECTOR

Pursuant to Clause 13.2 of the Company's Constitution, Barry Patterson, having held office for more than 3 years, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr Paterson is the Chairman and co-founder of GR Engineering and is a Mining Engineer with over 50 years’ experience in the mining industry. He is a co-founder of GR Engineering. Mr Paterson co-founded contract mining companies Eltin, Australian Mine Management and National Mine Management. Barry was also a co-founder of JR Engineering Services Pty Ltd.

Mr Paterson has served as a director of a number of public companies across a range of industries. He was formerly the non-executive Chairman of Sonic Healthcare Limited and a non-executive director of Silex Systems Limited.

RESOLUTION 3 – RE-ELECTION OF TONY PATRIZI AS A DIRECTOR

Pursuant to Clause 13.2 of the Company's Constitution, Tony Patrizi, having held office for more than 3 years, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr Patrizi co-founded GR Engineering and is a mechanical engineer with over 20 years’ experience in the mining and minerals processing industries as a company director, operations manager, project manager and maintenance engineer.

Mr Patrizi was previously the operations manager of JR Engineering which had over 300 personnel and provided workshop, maintenance, engineering and construction services to mining and mineral processing projects in Western Australia and interstate.

RESOLUTION 4 – ELECTION OF PETER HOOD AS A DIRECTOR

Resolution 4 seeks approval for the election of Peter Hood as a Director with effect from the end of the Meeting.

Clause 13.5 of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Hood was appointed by the Directors to the Board as an addition to the existing Directors on 10 February 2011, prior to GR Engineering being admitted to the official list of the Australian Securities Exchange.

Mr Hood who ceases to hold office in accordance with the requirements of clause 13.5 of the Constitution, and being eligible, offers himself for election as a Director.

Mr Hood is a Chemical Engineer and has over 40 years’ experience in the resource and energy sectors. He formerly served in senior management and project development roles for WMC in nickel and gold production. Mr Hood was formerly the chief executive officer of Coogee Chemicals and then oil and gas operator, Coogee Resources. Mr Hood is currently President of the Chamber of Commerce and Industry of Western Australia and former Chairman of Apollo Gas Limited.

RESOLUTION 5 – ELECTION OF TERRENCE STRAPP AS A DIRECTOR

Resolution 5 seeks approval for the election of Terrence Strapp as a Director with effect from the end of the Meeting.

Clause 13.5 of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number

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specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Strapp was appointed by the Directors to the Board as an addition to the existing Directors on 10 February 2011, prior to GR Engineering being admitted to the official list of the Australian Securities Exchange.

Mr Strapp who ceases to hold office in accordance with the requirements of clause 13.5 of the Constitution, and being eligible, offers himself for election as a Director.

Mr Strapp has extensive experience in banking, finance and corporate risk management and has over 30 years’ experience in the mining and resource industry. Mr Strapp was formerly Chairman of Mercator Gold Plc and non-executive director of The Mac Services Group Limited. He is a Chairman of Oakvale Capital and a non-executive director of Ausdrill Limited.

GLOSSARY

" Accounting Standards " has the meaning given to that term in the Corporations Act; " Annual Report " means the annual report of the Company for the year ended 30 June 2011;

" ASIC " means the Australian Securities and Investments Commission;

" AWST " means Australian Western Standard Time;

" Board " means the board of Directors of the Company;

" Closely Related Party " has the meaning given in the Corporations Act;

" Company " means GR Engineering Services Limited ABN 12 121 542 738;

" Constitution " means the constitution of the Company, as amended from time to time;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Director " means a director of the Company;

RESOLUTION 6 – RATIFICATION OF FINAL DIVIDEND

Resolution 6 seeks ratification by Shareholders of the final dividend of $0.04 per Share declared by the Board on 22 August 2011. The record date of the final dividend is 16 September 2011 and the proposed payment date is 10 November 2011. The aggregate final dividend payment is $6,000,000.

It is currently the Board’s policy to pay between 50-60% of annual net profit after tax to shareholders by way of dividend. The interim and final dividends declared by GR Engineering in the financial year ending 30 June 2011 are in accordance with this policy.

“ Key Management Personnel ” has the meaning given in the Accounting Standards; " Meeting " means the annual general meeting the subject of this Notice;

" Notice " means the notice of annual general meeting which accompanies this Explanatory Memorandum;

" Resolution " means a resolution proposed pursuant to the Notice of Annual General Meeting;

“ Restricted Voter ” means Key Management Personnel and their Closely Related Parties; and

“ Share ” means a fully paid ordinary share in the Company.

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Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 GNG MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

� For your vote to b e effective it m ust b e received b y 1 0 :0 0 am (A W S T ) T uesday 8 N ovem b er 2 0 1 1

H ow to V ote on Item s of Business

All your securities will be voted in accordance with your directions.

A p p ointm ent of P rox y

V oting 1 0 0 % of your h olding: Direct your proxy how to vote by mark ing one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

V oting a p ortion of your h olding: Indicate a portion of your voting rig hts by inserting the percentag e or number of securities you wish to vote in the For, Ag ainst or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100% .

A p p ointing a second p rox y: Y ou are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentag e of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. W hen appointing a second proxy write both names and the percentag e of votes or number of securities for each in Step 1 overleaf.

A p rox y need not b e a securityh older of th e C om p any.

S igning Instructions

Individual: W here the holding is in one name, the securityholder must sig n.

J oint H olding: W here the holding is in more than one name, all of the securityholders should sig n.

P ow er of A ttorney: If you have not already lodg ed the Power of Attorney with the reg istry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

C om p anies: W here the company has a Sole Director who is also the Sole Company Secretary, this form must be sig ned by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sig n alone. Otherwise this form must be sig ned by a Director jointly with either another Director or a Company Secretary. Please sig n in the appropriate place to indicate the office held. Delete titles as applicable.

A ttending th e Meeting

Bring this form to assist reg istration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Q uestions: If you have any comments or q uestions for the company, please write them on a separate sheet of paper and return with this form.

� Turn over to complete the form

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View the Annual Report:

U pdate your securityholding , 24 hours a day, 7 days a week :

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Y our s ecure a cces s informa tion is :

w w w .gres.com .au S R N /H IN : I9 9 9 9 9 9 9 9 9 9

� P LE A S E N O T E : For security reasons it is important that you k eep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000002/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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C h ange of address. If incorrect, mark this box and mak e the correction in the space to the left. Securityholders sponsored by a brok er (reference number commences with ’ X ’) should advise your brok er of any chang es. I 9999999999

I ND

P rox y Form

P lease m ark to indicate your directions

A p p oint a P rox y to V ote on Y our Beh alf

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I/W e b eing a m em b er/s of G r E ngineering S ervices Lim ited h ereb y ap p oint

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th e C h airm an of th e Meeting

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� P LE A S E N O T E : Leave this box blank if you have selected the Chairman of the Meeting . Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting , as my/our proxy to act g enerally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been g iven, as the proxy sees fit) at the Annual General Meeting of GR Eng ineering Services Limited to be held at the Bluewater Function Centre, Heathcote Reserve, 56 Duncraig Road, Applecross, W estern Australia on Thursday, 10 November 2011 at 10:00am (AW ST) and at any adjournment of that meeting .

Im p ortant for Item 1 - If th e C h airm an of th e Meeting is your p rox y or is ap p ointed as your p rox y b y default

By mark ing this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as set out below and in the Notice of Meeting . If you do not mark this box, and you have not directed your proxy how to vote on Item 1 , the Chairman of the Meeting will not cast your votes on Item 1, and your votes will not be counted in computing the req uired majority if a poll is called on this Item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either mark ing the boxes in Step 2 below (for example if you wish to vote ag ainst or abstain from voting ) or by mark ing this box (in which case the Chairman of the Meeting will vote in favour of Item 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 1 of business.

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I/W e direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we have indicated a different voting intention below) and ack nowledg e that the Chairman of the Meeting may exercise my proxy even thoug h Item 1 is connected directly or indirectly with the remuneration of a member of k ey manag ement personnel.

� P LE A S E N O T E : If you mark the A b stain box for an item, you are directing your proxy not to vote on your Item s of Business behalf on a show of hands or a poll and your votes will not be counted in computing the req uired majority.

O R D IN A R Y BU S IN E S S

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Item	1	Non Binding Resolution to adopt Remuneration Report
Item	2	Re-election of Barry Patterson as a Director
Item	3	Re-election of Tony Patriz i as a Director
Item	4	Election of Peter Hood as a Director
Item	5	Election of Terrence Strapp as a Director
Item	6	Ratification of Final Dividend

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

S ignature of S ecurityh older(s) This section must be completed.

Individual or S ecurityh older 1 S ecurityh older 2 S ecurityh older 3 S ole D irector and S ole C om p any S ecretary D irector D irector/C om p any S ecretary C ontact C ontact D aytim e / / N am e T elep h one D ate

G N G

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