GR ENGINEERING SERVICES LIMITED — AGM Information 2024

Oct 28, 2024

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ABN 12 121 542 738

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting Wednesday, 27 November 2024

Time of Meeting

11:00am (AWST)

Place of Meeting Empire Bar 220 Great Eastern Hwy Lathlain, Western Australia

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the Meeting please complete and return the enclosed proxy form in accordance with the specified directions.

GR Engineering Services Limited

ABN 12 121 542 738

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of GR Engineering Services Limited ABN 12 121 542 738 (" Company ") will be held at 11:00am (AWST) on Wednesday, 27 November 2024, for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

AGENDA

ITEMS OF BUSINESS

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2024, 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 a nonbinding 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.

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report, or their Closely Related Parties. 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 or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution 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; and

• (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report, or their Closely Related Parties.

2. Resolution 2 – Election of Deborah Morrow as a Director

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

"That, Deborah Morrow, who was appointed as an additional Director pursuant to clause 13.5 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 Giuseppe Totaro as a Director

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

"That, Giuseppe Totaro, who retires in accordance with clause 13.2 of the Constitution and ASX Listing Rule 14.4, being eligible for re-election, be re-elected in accordance with clause 13.3 of the Constitution as a Director."

OTHER BUSINESS

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

Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

By Order of the Board

Tony Patrizi Managing Director

Dated: 29 October 2024

Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 1 unless:

• (c) the appointment specifies the way the proxy is to vote on Resolution 1; or

• (d) the proxy is the Chair of the Meeting and the appointment 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.

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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.

• A properly executed original (or certified copy) of an appropriate power of attorney under which an attorney has been authorised to attend and vote at the Meeting must be received by the Company's Share registry by 11.00am (AWST) on 25 November 2024 (48 hours before the commencement of the Meeting) in the same manner as outlined for proxy forms below to be effective.

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.

• 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.

• 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 received by 11:00am (AWST) on 25 November 2024. Proxies received after this time will be invalid.

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

Online : www.investorvote.com.au

By mail : Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 By fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

• By mobile: Scan the QR Code on your proxy form and follow the prompts

• Custodian: For Intermediary Online subscribers only (custodians) please visit voting 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 11:00am (AWST) on 25 November 2024. 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 (Cth), the Board has determined that a person's entitlement to vote at the Meeting will be the entitlement of that person set out in the register of Shareholders as at 4.00pm (AWST) on 25 November 2024.

• 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.

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GR Engineering Services Limited ABN 12 121 542 738

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 ").

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2024 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 Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

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

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

The Chair will also allow a reasonable opportunity for the auditor or their representative to answer any written questions submitted to the auditor under section 250PA of the Corporations Act.

RESOLUTION 1 – NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the remuneration report as disclosed in the Company's 2024 Annual Report be adopted.

The remuneration report is set out in the Company's 2024 Annual Report and is also available on the Company's website (www.gres.com.au).

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

However, if at least 25% of the votes cast are against adoption of the remuneration report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who were in office when the applicable Directors' Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting

if they wish to continue as Directors.

The remuneration report for the financial year ended 30 June 2023 did not receive a vote of more than 25% against its adoption at the Company's last general meeting held on 22 November 2023. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the remuneration report it will not result in the Company putting a Spill Resolution to Shareholders. However, a Spill Resolution will be required if the remuneration report at the 2025 annual general meeting receives a vote of more than 25% against its adoption.

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 equity based compensation.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the remuneration report.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice. 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 your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the Resolution.

RESOLUTION 2 – ELECTION OF DEBORAH MORROW AS

A DIRECTOR

Clause 13.5 of the Constitution provides that the Directors may at any time appoint a person to be a Director (but not as an alternate 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 re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

On 18 April 2024, Ms Deborah Morrow was appointed to the Board in accordance with clause 13.5 of the Constitution.

Ms Morrow retires from office in accordance with the requirements of clause 13.5 of the Constitution, and being eligible, offers herself for re-election as a Director in accordance with clause 13.3 of the Constitution.

Ms Morrow is a highly regarded corporate leader with over 25 years' experience leading large-scale projects and has had a range of senior corporate and sustainability roles across the energy and mining sectors.

Ms Morrow had a 20 year career with Woodside Energy Ltd and was a senior executive at OZ Minerals Ltd, prior to its acquisition by BHP Group Limited in 2023. She is currently the Managing Director and Chief Executive Officer of ASX listed Agrimin Ltd, who are focused on the development of its 100% owned potash projects in Western Australia. Ms Morrow is a Non-Executive Director of Miner's Promise and

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Holyoake and is a Graduate of the Australian Institute of Company Directors (GAICD).

The Board considers that Ms Morrow, if elected, will qualify as an independent Director.

The Directors support the election of Ms Morrow and recommends Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – RE-ELECTION OF GIUSEPPE TOTARO AS A DIRECTOR

Clause 13.2 of the Constitution provides that at every annual general meeting of the Company, one-third of the Directors (excluding any alternate Directors and the Managing Director), or, if their number is not a multiple of 3, then such number as is appropriate to ensure no Director holds office for more than 3 years, shall retire from office. A retiring Director is eligible for re-election.

Pursuant to clause 13.2 of the Company's Constitution, Mr Giuseppe Totaro retires from office by rotation and, being eligible, seeks re-election as a Director.

Giuseppe Totaro joined the Board in 2019. He is a Certified Practicing Accountant (CPA) with over 30 years' experience in commercial and public practice specialising in mining and mining services.

Mr Totaro is a co-founder of GR Engineering and was formerly the Chief Financial Officer and Company Secretary of GR Engineering. He is also the Non-Executive Chairman of Tasmea Limited.

The Board considers that Mr Totaro, if re-elected, will continue to qualify as an independent Director.

The Directors support the re-election of Mr Totaro and recommends Shareholders vote in favour of Resolution 3.

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 2024;

" ASX " means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd.

" AWST " means Australian Western Standard Time;

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

" Chair " means the Chairman;

" Chairman " means the chairman of the Meeting;

" 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;

" Key Management Personnel " has the meaning given to it in the Accounting Standards;

" Listing Rules " means the listing rules of the Australian Securities Exchange (ASX);

" Meeting " means the 2024 annual general meeting the subject of the Notice;

" Notice " means the notice of annual general meetings

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

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

" Share " means a fully paid ordinary share in the Company; and

" Shareholder " means a holder of Shares.

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