MCS SERVICES LIMITED

ABN 66 119 641 986

18 March 2026

Dear Shareholders

MCS SERVICES LTD –EXTRAORDINARY GENERAL MEETING

I am pleased to invite you to attend an extraordinary general meeting of MCS Services Ltd ( MCS ) which will be held at 11:00am (AWST) on Tuesday, 21 April 2026 ( Meeting ) at Stantons, Level 2, 40 Kings Park Road, West Perth WA 6005.

Meeting materials

In accordance with the Corporations Act 2001 (Cth), the Notice of Meeting and the accompanying Explanatory Statement are being made available to shareholders electronically. The MCS Notice of Meeting is available for you to view and download on the MCS website at https://mcsservices.com.au or from the ASX announcements website (www.asx.com.au) using the ASX code: MSG.

Shareholder participation

Shareholders will be able to participate in person at the Meeting venue.

Your participation in the Meeting is important to us. If you are unable to attend the Meeting at the scheduled time, you can participate in the Meeting by lodging a proxy vote. As voting on all resolutions at the Meeting will be conducted by poll, your lodged proxy vote will be included in the vote on each resolution.

Shareholders can either lodge the proxy appointment online at https://investor.automic.com.au/#/loginsah or sign and return the proxy form to the Company's share registry, Automic, in accordance with the instructions on the form, so that it is received by 11:00am (AWST) on 19 April 2026.

Communication preferences

MCS is committed to promoting positive environmental outcomes, so we encourage all shareholders to provide an email address to receive their communications electronically. This ensures we are providing you with the information you need in the fastest, most costeffective manner possible, while also significantly reducing our environmental impact.

You can make an election as to whether you would like to receive certain documents, including annual reports and documents related to shareholder meetings (for example, notices of meeting and proxy/voting forms), as follows:

You can make a standing elec�on to receive the documents in physical or electronic form;
or
You can elect not to receive certain documents, such as annual reports.

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ABN 66 119 641 986

To provide your preferences online, visit https://investor.automic.com.au/#/home and follow

the prompts to update your information, add your email address and update your ‘Communications’ preferences.

If you are unable to access the meeting materials online, please call the Company Secretary on +61 8 9389 2111.

For and on behalf of the Board,

Dennis Wilkins Company Secretary

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ACN 119 641 986 NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (AWST) DATE : Tuesday, 21 April 2026 PLACE : Stantons Level 2, 40 Kings Park Road West Perth WA 6005

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 11:00am AWST on Sunday, 19 April 2026.

B U S I N E S S O F T H E M E E T I N G

AGENDA

1. RESOLUTION 1 – DISPOSAL OF MAIN UNDERTAKING

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“ That, under and for the purposes of ASX Listing Rule 11.2 and for all other purposes, approval is given for the sale by the Company of the Assets of Highways Traffic Pty Ltd to Altus Traffic Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

By order of the Board:

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DENNIS Wilkins

Company Secretary

Dated: 12 March 2026

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Disposal of main undertaking	Altus Traffic Pty Ltd (or any of its associates) or any other person who will obtain a material benefit as a result of the Disposal (except a benefit solely by reason of being a Shareholder).

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

You may still attend the meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting but representatives from Automic Registry Services will need to verify your identity. You can register from 10:30 am (AWST) on the day of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Dennis Wilkins on +61 417 945 049.

E X P L A N A T O RY S T A T E M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether to pass the Resolution.

ASX takes no responsibility for the contents of this Notice.

1. BACKGROUND TO DISPOSAL OF THE MAIN UNDERTAKING

1.1 General Background

The Company is an Australian listed public company, which was incorporated on 11 May 2006 and initially admitted to the Official List of the ASX on 13 January 2012 as ‘Red Gum Resources Limited’ (ASX: RGX) and later reinstated on 29 December 2015.

The Company historically operated within the uniformed security guard space and focussed on providing security solutions at shopping centres, government offices and facilities, major commercial offices, sports stadiums and other ancillary sites and major events throughout the Perth metropolitan area and regional areas of Western Australia. The security business subsidiary, MCS Security Group Pty Ltd ( MCS Security ), was sold on 19 June 2024. For further information with respect to this sale, refer to the ASX Announcement dated 13 May 2024.

In 2022, the Company acquired a 100% interest in Highways Traffic Pty Ltd ( Highways Traffic ), the business of which is the subject of this Disposal. The business undertaken by Highways Traffic is the Company’s largest activity by revenue following the sale of MCS Security, and includes servicing major road infrastructure projects by providing traffic planning and onsite traffic management to large-scale infrastructure companies, state and local governments and other smaller clients.

Following a strategic review of its assets, the Board has determined that a sale of the business assets of Highways Traffic is in the best interests of Shareholders, allowing the Company to focus on pursuing alternative opportunities.

1.2 Proposed Disposal

On 25 November 2025, following the appointment of a third party broker and after considering a number of proposals, the Company announced that it had entered into a binding, conditional asset purchase agreement on 24 November 2025 (as varied by the deed of variation entered into on or about 31 January 2026) ( Sale Agreement ) with Altus Traffic Pty Ltd (ACN 102 768 061) ( Altus Traffic ) pursuant to which Altus Traffic has agreed to purchase, and the Company has agreed to sell, assign or novate, the core business assets of Highways Traffic ( Disposal ), which comprise as follows:

(a) the sale of the Highways Traffic vehicle fleet and other core fixed assets and equipment material to the business of Highways Traffic, free from all encumbrances (including security interests);
(b) the assignment of intellectual property used in the Highways Traffic business (including the Highways Traffic business name and branding); and
(c) material contracts of the Highways Traffic business by way of novation to Altus Traffic,
together, the core Business Assets, and does not comprise as follows:
(d) the sale of shares in Highways Traffic; and
(e) the cash at bank, trade debtors or other non-core assets of Highways Traffic that are agreed between the parties to remain with Highways Traffic at Completion.

It should be noted that the conditions precedent under the Sale Agreement were not satisfied by the original sunset date of 31 January 2026 however the parties continued to discuss an extension to this date.

On or about 18 February 2026, the Company entered into a new binding and conditional asset purchase agreement with Altus Traffic on terms substantially similar to those of the Sale Agreement

( New Agreement ). The terms of the Disposal as governed by the New Agreement are set out in this Notice.

Further background in relation to the Sale Agreement is set out in the Company’s ASX announcements dated 25 November 2025 and 26 February 2026.

1.3 Key terms of Disposal

The material terms of the Disposal are as follows:

(a) Conditions Precedent: The Disposal is subject to the following conditions precedent being satisfied or waived:
(i) Equipment inspection : inspection by Altus Traffic of the vehicle fleet and fixed assets of Highways Traffic ( Equipment ) and such Equipment remaining substantially in a condition consistent (fair wear and tear excepted) with that as at the inspection date carried out by Altus Traffic;
(ii) Shareholder approval: the Company obtaining Shareholder approval to effect the Disposal, the subject of this Notice and satisfaction of any other requirements of the ASX to dispose of the Business Assets;
(iii) Material contracts: the Company using its best endeavours to transfer material contracts of the Highways Traffic business by way of novation to Altus Traffic; and
(iv) Other client contracts: the Company facilitating meetings between Altus Traffic and a particular client.
(b) Consideration: Altus Traffic has agreed to pay A$1,160,222 in cash to Highways Traffic on Completion of the Disposal, as follows:
(i) Buyer Funded Debt Amount: Altus Traffic shall direct part of the Consideration to pay in full the liability of Highways Traffic in respect of the NAB financed Business Assets, being the balance owing on Highways Traffic vehicle fleet bank facility, such that Altus Traffic will acquire the Business Assets free from any security interest;
(ii) Completion Payment: Altus Traffic shall pay the remainder amount in cash to Highways Traffic.
(c) Completion : Absolute legal and beneficial title to, and property and risk in the Business Assets shall pass to Altus Traffic on Completion of the Disposal. Completion will occur 5 Business Days after the last Condition under the New Agreement has been satisfied (or such other date as the parties agree).
(d) Warranties : The New Agreement includes customary warranties and indemnities given by the Company (as vendor) and, separately, Altus Traffic (as purchaser) for a transaction of this type. The Company’s liabilities in relation to any claims or loss under the New Agreement is limited to the Consideration.
(e) Restraint and cessation of business : Under the New Agreement, the Company has agreed that it will cease conducting the Highways Traffic business within one month of Completion. In addition, the Company has agreed not to engage, directly or indirectly, in any business that is the same as, substantially similar to, or competitive with the Highways Traffic business for a specified restraint period and within a specified geographic area (each as defined in the New Agreement).

The Company confirms that it is not aware of any new information or data that materially affects the information included in its previous announcement with respect to the Business Assets.

1.4 ASX Listing Rule 11.2

The Disposal constitutes a disposal of the Company’s main undertaking for the purposes of Listing Rule 11.2.

The purpose of Resolution 1 is to seek Shareholder approval for the Disposal under and for the purposes of Listing Rule 11.2 and, more generally, to provide Shareholders with an opportunity to vote in favour or against the Disposal.

Shareholders should refer to Section 2.2 of this Notice for a summary of Listing Rule 11.2, and Sections 1.8 and 1.9 for the implications for the Company and its Shareholders if the Disposal is approved and not approved by Shareholders at this Meeting.

1.5 Basis of decision to sell the Business Assets

The Company has undertaken a review process of their current traffic management operations following the disposal of MCS Security in June 2024.

The Board has identified certain risks associated with the provision of traffic management services going forward including those that may arise through expanding the traffic business organically or through acquisition to a scale commensurate with an ASX listed entity, the often short-termed nature of traffic business contracts, uncertainty in obtaining new work, and the level of ongoing capital investment required to maintain a competitive market position. Having regard to these risks, the Board believes that the Company’s ability to achieve significant scale, profitability and growth is limited in comparison to:

(a) the costs associated with ASX listing and other regulatory compliance requirements;
(b) the degree of competition within the traffic management sector;
(c) the availability of growth opportunities in the local market; and
(d) the current performance and valuation of the Company’s share price.

Considering these reasons, the Board deemed it would be in the best interests of the Company to divest the Business Assets of Highways Traffic.

1.6 Advantages

The Directors consider that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Disposal:

(a) the Disposal provides a non-dilutive cash injection of approximately $1.4 million for the Company to be able to repay outstanding liabilities, consequently stabilising its financial position;
(b) the Company will not have to incur the additional capital investment, operational costs or contingent liabilities associated with Highways Traffic, which would be required to continue operations in light of the risks mentioned in Section 1.5;
(c) the proposed Disposal will assist in removing the Company’s debt burden;
(d) the Disposal will provide the Company with cash reserves to remain operational whilst it explores other opportunities and searches for profitable development projects which provide opportunities for growth for Shareholders (as set out in Section 1.10 and Section1.11); and
(e) the capital structure of the Company will not be affected by the Disposal.

1.7 Disadvantages

The Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Disposal:

(a) the Company will be disposing of its main undertaking, which may not be consistent with the investment objectives of all Shareholders;
(b) the size of the Company’s tangible asset base and operating activities will be reduced significantly as a result of the Disposal;

(c) potential operating revenue and profit attributable to Highways Traffic will not be able to be realised by the Company if the Disposal occurs (notwithstanding that significant capital expenditure would be required to increase profitability in light of the current traffic industry conditions); and
(d) the Company will not be able to realise any other potential competing bid for Highways Traffic in the event such an offer was to arise following completion of the Disposal.

Given the Disposal concerns the Company’s main undertaking, there are further considerations relevant to a Shareholder’s decision on whether or not to vote for the Resolution:

(e) the Company will be required by the ASX, within a period of 6 months from the date of the agreement to dispose of its main undertaking, to identify a new project or opportunity, or otherwise risk being suspended from trading by the ASX and possibly be required to recomply with Chapters 1 and 2 of the ASX Listing Rules before its Shares can be reinstated to trading; and
(f) there is a risk that the Company may not be able to locate and acquire other suitable investment opportunities.

1.8 Implications of Shareholders not approving Resolution 1

If Resolution 1 is not approved by Shareholders, it is likely that the New Agreement will terminate and the benefits of the Disposal as described in Section 1.6 above, will not eventuate. Further, the Company and Shareholders will continue to be exposed to the risks associated with retaining the Business Assets described in Section 1.5.

In the event Shareholders do not approve Resolution 1, the Company is likely to minimise capital expenditure on the traffic management business until market conditions improve, or a suitable thirdparty restructure offer is identified to support the business. There is no assurance that this approach will lead to a successful outcome for Shareholders.

1.9 Implications of Shareholders approving Resolution 1

In the event Resolution 1 is approved by Shareholders, it is likely that the New Agreement will complete and the benefits of the Disposal of the core Business Assets of Highways Traffic, as described in Section 1.6 above, will be realised.

The following additional matters are also relevant if the Disposal is approved by Shareholders:

(a) New projects and acquisitions

Upon completion of the Disposal, the Company will consider and assess any other new investment and acquisition opportunities that might be proposed to it in the industrial and commercial sectors.

There can be no guarantee that any such opportunities will arise or that any proposed acquisition will be completed or be successful. If any proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company. If an acquisition is completed, the Directors will need to reassess at that time, the funding allocated to new projects, which may result in the Company raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

(b) Suspension and re-compliance risk

The Company will be required, within a period of 6 months from the date of the agreement to dispose of its main undertaking, to identify a new project or opportunity, or otherwise risk being suspended from trading by the ASX. If the Company’s securities are suspended from trading, there is a possibility that the Company will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules before its Shares can be reinstated to trading. If this is the case, there is a risk that the Company does not identify a suitable asset to enable it to seek re-admission, and if the re-compliance is not completed within the normal 2-year time

frame from suspension (unless an extension is granted), the Company may be de-listed, and it will become an unlisted public company with no liquidity in the trading of its Shares.

In addition, if following completion of the Disposal, the Company pursues an acquisition opportunity that ASX deems is a significant change to the scale or nature of the Company’s activities, the Company will need to re-comply with Chapters 1 & 2 of the ASX Listing Rules as if it were seeking admission to the Official List of ASX. There is no certainty that the Company will be in a position to re-comply.

1.10 Financial effect of the Disposal and use of proceeds

The impact of the Disposal on the Company is set out in the pro forma balance sheet contained in Schedule 1.

The proceeds received under the Disposal will be applied, in addition to the proceeds realised from to Highways Traffic’s remaining assets (primarily, cash at bank and trade debtors), to pay outstanding liabilities of Highways Traffic including employee entitlements owing. The remaining cash balance would be available to the Company, which holds a 100% interest in Highways Traffic.

No additional cash will be raised as a result of the Disposal, however upon completion of the Disposal, the Company Group will be well placed to proceed to refinance itself and pursue its key objectives and strategies.

The Highways Traffic assets and liabilities proposed to be sold to Altus are as set out in the pro forma balance sheet included at Schedule 1 under the New Agreement.

1.11 The Company's intentions post-Completion

1.11.1 Direction and business model

The Company confirms that it intends to:

(a) remain open to third-party offers relating to restructures and re-compliance with Chapters 1 and 2 of the ASX Listing Rules;
(b) anticipate future ventures and courses of action following Completion; and
(c) depending on the outcome of the above process, either:
(i) assess suitable investment and acquisition opportunities in order to acquire a new business asset for the Company; or
(ii) look at the most appropriate method of returning the Company’s available cash to Shareholders.

1.11.1 Group structure

Upon completion of the Disposal, the corporate structure of the Company will remain unchanged as follows, noting the core business assets of Highways Traffic will no longer be owned :

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1.11.2 Proposed changes to the Company’s board and management

There will be no changes to the Company’s Board as a result of the Disposal.

1.12 Indicative timetable

Subject to the ASX Listing Rules and Corporations Act requirements, the Company anticipates completion of the Disposal will be in accordance with the following timetable:

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EVENT DATE
Execution of Sale Agreement 24 November 2025
Execution of New Agreement 18 February 2026
Notice of Meeting for the Disposal sent to Shareholders 18 March 2026
Shareholder Meeting to approve the Disposal 21 April 2026
Satisfaction/waiver of all conditions in New Agreement 28 April 2026
Completion of Disposal 30 April 2026
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*Please note this timetable is indicative only and the Directors reserve the right to amend the timetable as required.

2. RESOLUTION 1 – DISPOSAL OF MAIN UNDERTAKING

2.1 General

This Notice of Meeting has been prepared to seek Shareholder approval for the matters required to complete the Disposal for the purposes of ASX Listing Rule 11.2.

The ASX takes no responsibility for the contents of the Notice.

2.2 ASX Listing Rule 11.2

Subject to this Resolution passing, the Company is proposing to proceed with the Disposal.

ASX Listing Rule 11.2 requires a listed company to obtain the approval of its shareholders to a disposal of its main undertaking. The Disposal is a disposal of the Company’s main undertaking for these purposes.

This Resolution seeks the required Shareholder approval to the Disposal on the terms of the New Agreement under, and for the purposes of, ASX Listing Rule 11.2.

If this Resolution is passed, the Company will be able to proceed with the Disposal, allowing the Company to stabilise its financial position and discharge any outstanding liabilities associated with the Business Assets.

If this Resolution is not passed, the Company will not be able to proceed with the Disposal which may materially impair the Company’s long-term sustainability and significantly diminish returns to Shareholders.

All items required to be disclosed to Shareholders to obtain approval under ASX Listing Rule 11.2 are set out in this Notice. The Directors are not aware of any other commercial information that is material to the question of whether Shareholders should approve the Resolution.

For the reasons set out above, the Directors recommend that Shareholders vote in favour of the Resolution.

Altus Traffic is not a related party of the Company, and Shareholder approval for the Disposal is not required for the purposes of ASX Listing Rule 10.1.

2.3 Directors’ interests and recommendations

None of the Directors have a material interest in the outcome of this Resolution other than as a result of their interest, if any, arising solely in the capacity as Shareholders of MCS Services Limited.

The Directors have a relevant interest in the securities of the Company as set out in the following tables:

DIRECTOR	SHARES	OPTIONS	% (UNDILUTED)
Robert Charles Kucera	512,909	3,000,000	0.26
Geoffrey Alfred Martin	860,000	3,000,000	0.43
Paul Simmons	38,046,812	0	19.2

Each of the Directors intend to vote all of their Shares in favour of this Resolution.

Based on the information available, the Directors consider that the proposed Disposal is in the best interests of the Company and recommend that Shareholders vote in favour of this Resolution in the absence of a superior proposal.

G L O S S A R Y

$ means Australian dollars.

Affiliate means in respect of a person ( Primary Person ), a person:

(a) controlled directly or indirectly by the Primary Person;
(b) controlling directly or indirectly the Primary Person;

(c) directly or indirectly controlled by a person who controls the Primary Person (whether alone or with another person or persons); or

(d) directly or indirectly under the common control of the Primary Person and another person or persons.

Altus Traffic means Altus Traffic Pty Ltd (ACN 102 768 061).

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Business Assets has the meaning given in Section 1.2.

Chair means the chair of the Meeting.

Company means MCS Services Limited (ACN 119 641 986).

Company Group means the Company and Highways Traffic.

Completion means completion of the Disposal, as determined by clause 4 of the New Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Disposal means the Company’s sale of Business Assets.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Highways Traffic means the Company’s traffic management subsidiary, Highways Traffic Pty Ltd (ACN 105 281 347).

Listing Rules means the Listing Rules of ASX.

Material Contracts means the contracts listed in Schedule 3 of the New Agreement.

New Agreement has the meaning given in Section 1.2.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Resolution means the resolution set out in the Notice.

Sale Agreement has the meaning given in Section 1.2.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

S C H E D ULE 1 – P R O F O R M A B A L A N C E S H E E T


	AUDITED 30 JUNE 2025 (1)	TRANSACTION ADJUSTMENTS (2)	PRO FORMA
	$	$	$
CURRENT ASSETS
Cash Proceeds	-	1,160,222	1,160,222
Cash	93,794	-	93,794
Debtors and Prepayments	8,723	-	8,723

Assets Held for Sale – Highways Traffic
Cash	1,591,796	(397,874)	1,193,922
Receivables	1,674,951	-	1,674,951
Fixed Assets (Note 1)	727,225	(727,225)	-
Other	20,000	-	20,000
	4,013,972	(1,125,099)	2,888,873

Total current assets	4,116,489	35,123	4,151,612

NON-CURRENT ASSETS
Fixed Assets	1,028	-	1,028
Total non- current assets	1,028	-	1,028

TOTAL ASSETS	4,117,517	35,123	4,152,640


CURRENT LIABILITIES
Trade and Other Payables	(1,126,102)	-	(1,126,102)

Liabilities Held for Sale – Highways Traffic
Trade Payables	(844,152)	-	(844,152)
Employee Provisions	(614,506)	-	(614,506)
Bank Loan (Note 1)	(397,874)	397,874	-
	(1,856,532)	397,874	(1,458,658)

Total current liabilities	(2,982,634)	397,874	(2,584,760)

TOTAL LIABILITIES	(2,982,634)	397,874	(2,584,760)

NET ASSETS	1,134,883	432,997	1,567,880

EQUITY		-
Issued capital	18,393,658	-	18,393,658
Share Option Reserve	384,135	-	384,134
Profit Reserve	2,621,018	-	2,621,018
Accumulated losses	(20,263,928)	432,997	(19,830,931)
Total equity	1,134,883	432,997	1,567,880

Notes

Subsequent to 30 June 2025 the Group has acquired operational vehicles of $0.14m, funded through a bank loan facility.

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

MCS Services Limited | ABN 66 119 641 986

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Your proxy voting instruction must be received by 11:00am (AWST) on Sunday, 19 April 2026 , 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 The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes.	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor 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.
DEFAULT TO THE CHAIR OF THE MEETING
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 Key Management Personnel.

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.

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.

CORPORATE REPRESENTATIVES

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://automicgroup.com.au.

BY MAIL: Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE: https://automicgroup.com.au

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of MCS Services Limited, to be held at 11:00am (AWST) on Tuesday, 21 April 2026 at Stantons, Level 2, 40 Kings Park Road, West Perth, 6005 hereby: Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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STEP 2 - Your voting direction

Resolutions For Against Abstain 1 DISPOSAL OF MAIN UNDERTAKING

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution 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).

AI assistant

MCS SERVICES LIMITED — Proxy Solicitation & Information Statement 2026

65377_rns_2026-03-17_e361872a-55fd-4401-9c0d-ba63287770f5.pdf

MCS SERVICES LTD –EXTRAORDINARY GENERAL MEETING

Meeting materials

Shareholder participation

Communication preferences