MONADELPHOUS GROUP LIMITED — AGM Information 2021

Oct 17, 2021

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Notice of Annual General Meeting

Monadelphous Group Limited 2021 Annual General Meeting

The University Club University of Western Australia (UWA), Crawley, and online Tuesday, 23 November 2021 at 10:00am (AWST)

Monadelphous Group Limited ACN 008 988 547

Map

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The University Club
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The University Club, University of Western Australia, Theatre Auditorium Hackett Drive, Entrance 1, Carpark 3

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Notice of Annual General Meeting

Monadelphous Group Limited ACN 008 988 547

(“Company”)

Notice of Annual General Meeting

The Monadelphous Group Limited 2021 Annual General Meeting (AGM) will be held at The University Club, University of Western Australia (UWA) , Crawley, in the theatre auditorium, and online via the Lumi software platform on Tuesday, 23 November 2021, commencing at 10:00am (AWST).

In light of the uncertain environment experienced as a result of the COVID-19 pandemic, the Company has taken steps to ensure that all Shareholders can participate in the Meeting while maintaining their health and safety. The Board has therefore determined that it will hold a physical Meeting (with the appropriate social gathering and physical distancing measures in place to comply with applicable restrictions for physical gatherings) and simultaneously allow virtual access to the Meeting (via the Lumi platform) to enable Shareholders to attend online. The Company will update shareholders if unexpected circumstances arise that impact the arrangements for the Meeting by way of an announcement to the ASX and the details will also be made available on the Company’s website at www.monadelphous.com.au.

Shareholders do not need to attend the Meeting physically in order to cast their votes or to participate in the Meeting. Accordingly, the Company encourages all Shareholders who do not attend the Meeting in person, but who wish to vote, do so by:

1. participating in the virtual Meeting and casting a vote online; or

2. appointing the Chair of the Meeting as their proxy (and where desired, directing the Chair how to vote on a resolution) by completing and returning their proxy form.

Further details are set out below.

Please refer to the attached map for directions to The University Club, University of Western Australia, Crawley.

Instructions on how to access the Lumi software platform are set out on page 4 of this Notice of Meeting, and in the Lumi Online Meeting Guide which is attached at Appendix B.

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Notice of Annual General Meeting

Agenda

Ordinary Business

1. Chairman’s Address

The Chairman’s address will be presented to the Meeting.

2. Managing Director’s Address

The Managing Director will address the Meeting.

3. Financial Report, Directors’ Report and Auditor’s Report

To receive and consider the Financial Report for the year ended 30 June 2021, together with the Directors’ Report and Auditor’s Report for that period.

4. Resolutions

Resolution 1: Re-election of Director – Mr Dietmar Voss

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

That Mr Dietmar Voss, who retires by rotation in accordance with clause 11.3 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.

Resolution 2: Re-election of Director – Mr Enrico Buratto

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

That Mr Enrico Buratto, who has been appointed by the Directors in accordance with clause 11.11 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.

Resolution 3: Grant of Options to Managing Director

In November 2020 (and as announced to ASX on 4 December 2020), it was proposed that Mr Velletri (or his nominee) be issued with 300,000 Options under the Monadelphous Group Limited Employee Option Plan subject to shareholder approval. The timing of the proposed grant of Options in November 2020 did not allow for a resolution to be tabled at the 2020 Annual General Meeting. Approval is therefore being sought at the 2021 Annual General Meeting.

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

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the Company be authorised to grant 300,000 Options to the Company’s Managing Director, Mr Robert Velletri, or his nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any Director who is eligible to participate in the Option Plan or any associate (as defined in the ASX Listing Rules) of such Director.

However, the Company need not disregard a vote cast in favour of Resolution 3 by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting 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.

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Notice of Annual General Meeting

Resolution 4: Adoption of Remuneration Report

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

• That the Remuneration Report for the year ended 30 June 2021 be adopted.

Note: Pursuant to the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

To the extent required by section 250R of the Corporations Act, a vote on Resolution 4 must not be cast (in any capacity) by or on behalf of a member of the Company’s key management personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member. However, a person (the “voter”) may cast a vote as a proxy where the vote is not cast on behalf of such a member or a closely related party of such a member and the voter is either:

• (a) appointed as a proxy by writing that specifies how the proxy is to vote on Resolution 4; or

• (b) the Chair of the meeting and the appointment of the Chair as proxy does not specify how the proxy is to vote on Resolution 4 and expressly authorises the Chair to exercise the proxy even though Resolution 4 is connected directly or indirectly with the remuneration of a member of the key management personnel.

General Business

5. Other Business

Shareholders will be provided with an opportunity to transact any other business which may be properly brought before the Meeting.

Voting Eligibility

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 10.00am (AWST) on Sunday, 21 November 2021.

How to Vote

Attending and Voting in Person (or by Attorney)

Shareholders, or their attorneys, who plan to attend the Meeting in person are asked to arrive at the venue 30 minutes prior to the time designated for the Meeting, if possible, so that the Company can manage admission to the physical Meeting (in accordance with the health and safety and social distancing requirements at the time of the Meeting), and so their holding may be checked against the Company’s Share register and their attendance recorded. Attorneys must also provide a certified copy of the power of attorney, or the original power of attorney to the Company in the same manner, and by the same time, as outlined for proxy forms below.

Attending and Voting Online

Shareholders, their attorneys or proxies, who wish to participate online may do so from their computer, smartphone or tablet, by entering the URL in their browser: https://web.lumiagm.com.

If you choose to participate in the Meeting online, registration will open at 9:00am (AWST) on 23 November 2021. You can log in to the Meeting by entering the following details as and when prompted:

• the Meeting ID, which is 300-126-593;

• your username, which is your SRN/HIN (which is printed on your personalised proxy form);

• your password, which is the postcode registered to your holding if you are an Australian securityholder.

Overseas securityholders and proxy holders should refer to the Lumi Online Meeting Guide attached to this Notice at Appendix B for their password details.

Notice of Annual General Meeting

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Voting on all Resolutions at the Meeting will be taken on a poll. Attending the Meeting online enables Shareholders to view the Meeting live and also to ask questions and cast votes in the real time poll, at the appropriate time. Please note that if you join the Meeting online as a Shareholder, any proxy vote previously lodged will be suspended if you remain online at the time of voting. Consequently, for your vote to count you will need to use the voting button in the Lumi software at the time the Chair of the Meeting calls a poll.

More information regarding virtual attendance at the Meeting (including how to vote, comment and ask questions during the Meeting) is set out in the Lumi Online Meeting Guide attached to this Notice at Appendix B.

Appointment of a Proxy:

A Shareholder can vote by:

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Annual General Meeting; or

• submitting their proxy appointment and voting instructions online at www.investorvote.com.au and following the instructions provided, by post using the pre-addressed envelope provided, or by facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

To be effective, a proxy form and the power of attorney (if any) under which the proxy form is signed (or a certified copy of the power of attorney) must be received by the Company at least 48 hours before the commencement of the Meeting (that is, by 10:00am (AWST) on Sunday, 21 November 2021).

Voting Prohibition by Proxies

To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 3 or Resolution 4 if the person is either a member of the Company’s key management personnel or a closely related party of such a member and the appointment does not specify the way the proxy is to vote on the relevant Resolution. However, the proxy may vote if the proxy is the Chair of the Meeting and the appointment 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 Company’s key management personnel.

If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 3 or Resolution 4, by signing and returning the proxy form (including via an online voting facility) you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention, even though the Resolution is connected directly or indirectly with the remuneration of key management personnel.

A proxy form has been provided to Shareholders and forms part of this Notice of Annual General Meeting.

Technical Difficulties

Technical difficulties may arise during the course of the Meeting. The Chair of the Meeting has discretion as to whether and how the Meeting should proceed in the event a technical difficulty arises. In exercising his discretion, the Chair of the Meeting will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Should there be any technical difficulties, a notification will be published on the Company’s website as soon as possible.

By Order of the Board

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Philip Trueman Company Secretary 18 October 2021

Notice of Annual General Meeting

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of Monadelphous Group Limited (ACN 008 988 547) to be held in person at The University Club, University of Western Australia, Crawley, Western Australia, and online via the Lumi software platform, on Tuesday, 23 November 2021 at 10:00am (AWST).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

If you appoint the Chair of the Meeting as your proxy, or the Chair of the Meeting is appointed as your proxy by default, please note that the Chair of the Meeting intends to vote all undirected proxies held, and which are able to be voted, in favour of all Resolutions.

2. Glossary

The following terms and abbreviations used in this Explanatory Memorandum (and the Notice of Annual General Meeting to which it relates) have the following meanings:

“ASX”	ASX Limited trading as Australian Securities Exchange
“ASX Listing Rules”	The Official Listing Rules of the ASX, as amended from time to time
“Company”	Monadelphous Group Limited
“Constitution”	The Constitution of the Company as last amended at the Company’s Annual General Meeting
	held on 22 November 2011
“Corporations Act”	Corporations Act 2001 (Cth) as amended from time to time
“Directors” or “Board”	The directors of the Company and “Director” means any one of them
“Meeting”	The 2021 Annual General Meeting of the Company to be held on 23 November 2021
“Notice”	This notice of Annual General Meeting, including this Explanatory Memorandum and the proxy
	form
“Option Plan”	The Monadelphous Group Limited Employee Option Plan adopted by the Company in 2019
“Option”	An unlisted option, granted pursuant to the Option Plan, to acquire a Share
“Remuneration Report”	The remuneration report included in the Directors’ Report of the Company’s 2021 Annual
	Report for the year ended 30 June 2021
“Resolution”	A Resolution in the Notice of Annual General Meeting to which this Explanatory Memorandum
	relates
“Shares”	Fully paid ordinary shares in the capital of the Company
“Shareholder”	Person registered as the holder of Shares in the register of members of the Company

3. Financial Reporting

As required by section 317 of the Corporations Act, the Financial Report of the Company (including consolidated financial statements of the Company and its controlled entities), Directors’ Report and Auditor’s Report for the most recent financial year will be laid before the Meeting. Shareholders will be provided with an opportunity to ask questions about the reports or about the Company and the consolidated entity generally but there will be no formal resolution put to the Meeting. The Auditor will be available at the meeting to answer any questions in relation to the Auditor’s Report or the conduct of the audit. Questions to the Auditor should ideally be submitted 48 hours prior to the Annual General Meeting using the Shareholder Questions form attached, or email your question(s) to agmquestion@monadel.com.au.

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Notice of Annual General Meeting

4. Shareholder Approvals Required

Resolution 1: Re-election of Director – Mr Dietmar Voss

In accordance with the Constitution, it is necessary for one-third of the Directors (rounded to the nearest whole number), excluding the Managing Director and any Director appointed since the last Annual General Meeting, to retire by rotation each year. Additionally, each Director (excluding the Managing Director) who will, at the conclusion of the meeting, have held office for three or more years must retire as a Director. Such Directors are eligible to stand for re-election. Mr Chris Michelmore and Mr Dietmar Voss are Non-executive Directors of the Company and will retire at the Meeting in accordance with the Constitution. Mr Voss will stand for re-election (pursuant to Resolution 1). As announced to ASX on 11 October 2021, Mr Michelmore has decided not to stand for re-election and his term will cease at the conclusion of the Meeting. The Board wishes to take this opportunity to again thank Mr Michelmore for his valuable insight and dedication to the Board over many years of service and wishes him all the best in his retirement.

Mr Dietmar Robert Voss was first appointed as a Director on 10 March 2014. Mr Voss retires as a Director of the Company by rotation in accordance with clause 11.3 of the Company’s Constitution and, being eligible, offers himself for re-election.

Mr Voss is a Chemical Engineer with 47 years of experience in the oil and gas, and mining and minerals industries throughout Australia, the United States, Europe, the Middle East and Africa. He has worked at a number of global mining and engineering businesses, including BHP, Bechtel and Hatch. Mr Voss has a Masters of Business Administration, majoring in Finance and Quantitative Methods, chemical engineering and law degrees, and is a member of the Australian Institute of Company Directors. He has a range of operational, accounting and finance experience gained during his time in project management and from serving on, and chairing, a number of boards and committees throughout his career.

Mr Voss was last re-elected as a Director of the Company at the 2019 Annual General Meeting. Mr Voss is a member of the Company’s Audit Committee, Remuneration Committee and Nomination Committee.

Mr Voss has been a Director of the Company for approximately 7 years. The Board considers Mr Voss to be an independent Director.

The Board (other than Mr Voss) has determined (after reference to, amongst other things, the Company’s Board skills matrix, the past performance of Mr Voss and the current and future needs of the Company) that Mr Voss:

• has demonstrated commitment and dedication to his role;

• has made and continues to make a significant and valuable contribution to the Board and the quality of its decision making; and

• contributes to the mix of skills and other attributes required of the Board to effectively execute the Company’s strategy.

The Board (other than Mr Voss, who abstained) therefore unanimously recommends that Shareholders vote in favour of Mr Voss’s re-election.

Resolution 2: Re-election of Director – Mr Enrico Buratto

Mr Enrico Paul Buratto was appointed as a Director by the Board (pursuant to clause 11.11 of the Company’s Constitution) on 11 October 2021. Any director appointed under clause 11.11 only holds office until the next Annual General Meeting of the Company. Accordingly, Mr Buratto retires as a Director in accordance with clause 11.12 of the Company’s Constitution and, being eligible, offers himself for re-election. As a new Director, and as recommended by the ASX Corporate Governance Council Principles and Recommendations, the Company carried out background checks on Mr Buratto prior to his appointment, none of which revealed any information of concern.

Mr Buratto has more than 45 years of contracting experience in the resources and infrastructure sectors, having enjoyed a distinguished executive career at various ASX listed companies including Cimic, Decmil and, most recently, NRW.

Mr Buratto holds a Bachelor of Engineering (Civil) (Honours) from The University of Adelaide. He has extensive leadership and management experience in engineering, mining and construction across a wide range of disciplines including earthworks, marine, civil, structural, mechanical and piping construction, as well as maintenance and shutdown execution.

Mr Buratto brings an abundance of industry knowledge, experience and relationships, and complements the existing capabilities of the Board. His skills and competencies will support the Company to achieve its strategic objectives as well as adding significant value to the overall Board composition.

The Board considers Mr Buratto to be an independent Director.

Notice of Annual General Meeting

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The Board (other than Mr Buratto) has determined (after reference to, amongst other things, the Company’s Board skills matrix and the current and future needs of the Company) that Mr Buratto has the skills, attributes and experience required by the Company for it to effectively execute its strategy.

The Board (other than Mr Buratto, who abstained) therefore unanimously recommends that Shareholders vote in favour of Mr Buratto’s re-election.

Resolution 3: Grant of Options to Managing Director

In November 2020 (and as announced to ASX on 4 December 2020), it was proposed that Mr Velletri (or his nominee) be issued with 300,000 Options under the Option Plan subject to shareholder approval. The timing of the proposed grant of Options in November 2020 did not allow for a resolution to be tabled at the 2020 Annual General Meeting. Approval is therefore being sought at the 2021 Annual General Meeting.

The Company is proposing to grant and issue 300,000 Options to the Managing Director of the Company, Mr Robert Velletri (or his nominee), under the terms and conditions of the Option Plan ( Proposed Issue ).

Listing Rule 10.14 provides that a listed company must not permit a related party (such as a director) or certain other persons to acquire equity securities under an employee incentive scheme unless it obtains the approval of its shareholders. The Proposed Issue falls within Listing Rule 10.14 and therefore requires the approval of Shareholders.

Mr Robert Velletri has 42 years of experience in the construction and engineering services industry. He was appointed to the Board in August 1992 and commenced as Managing Director of the Company in May 2003.

The Board considers that the issue of Options to Mr Velletri (or his nominee) under the Option Plan is in the Company’s interests as it further aligns the interests of Mr Velletri with the interests of Shareholders in order to maximise Shareholder value. Further, the issue of the Options provides cost effective remuneration to Mr Velletri in his role as Managing Director, is designed to recognise and reward Mr Velletri’s contribution to the success of the Company, and (by being dependent on continuity of employment) is designed to promote long term retention and encourage long term share ownership.

The Board having considered the Proposed Issue (and, taking into account the circumstances of the Company, the circumstances of the Directors, and the remuneration practices of other similar entities) considers that the financial benefits provided to Mr Velletri by way of the Options (together with the other elements of his remuneration package) constitute reasonable remuneration. Accordingly, approval under Chapter 2E of the Corporations Act is not being sought.

If Resolution 3 is passed, the Company will be able to proceed with the Proposed Issue and grant 300,000 Options to Mr Velletri or his nominee. If Resolution 3 is not passed, the Company will not be able to proceed with the Proposed Issue and the Board will consider an alternative remuneration structure for Mr Velletri.

The following information is provided in accordance with ASX Listing Rule 10.15 (which sets out the information that must be provided to Shareholders in order to obtain Shareholder approval under ASX Listing Rule 10.14):

• (a) The person for whom approval is being sought is Mr Robert Velletri, the Managing Director of the Company (or his nominee). It is proposed that 300,000 Options be issued to Mr Velletri (or his nominee).

• (b) Mr Velletri, being a director of the Company, falls within Listing Rule 10.14.1. His nominee (if applicable) would fall within Listing Rule 10.14.2 as an associate of Mr Velletri.

• (c) Mr Velletri’s current total remuneration package is:

• (i) $1,039,000 in salary and fees;

• (ii) $18,142 in life and salary continuance insurance;

• (iii) $23,568 in superannuation; and

• (iv) the Proposed Issue of Options.

• (d) Mr Velletri has previously been issued 300,000 Options under the Option Plan. Those Options were issued for nil consideration under the terms of the Option Plan, and Shareholder approval was obtained for their issue at the 2020 Annual General Meeting.

• (e) A summary of the material terms of the Option Plan (and the Options to be issued under the Option Plan) are set out below.

• (f) The Options are being used as an incentive and retention mechanism for Mr Velletri, to link remuneration to performance, and to provide cost effective remuneration for Mr Velletri. Options provide greater alignment with shareholders’ interests by enabling Mr Velletri to acquire Shares provided that performance hurdles are met over a period of time.

• (g) The Options vest over the next 4 years during specified window periods. The indicative total value of the Options to be issued to Mr Velletri is $620,250 based on an independent fair market valuation undertaken by a global accounting firm at the time the Options were offered to Mr Velletri using the Black-Scholes option pricing model.

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Notice of Annual General Meeting

• (h) It is proposed that Mr Velletri (or his nominee) be issued the Options on or about 24 November 2021.

• (i) The Options will be issued to Mr Velletri (or his nominee) for nil cash consideration (in line with the terms of the Option Plan), and as part of his remuneration package. Each Option has an exercise price of $9.30 per Option.

• (j) No loan will be provided in relation to the acquisition of the Options.

• (k) Details of any Options issued under the Option Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• (l) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Option Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under that rule. A voting exclusion statement in respect of Resolution 3 is set out in the Notice.

Summary of key terms of the Options and the Option Plan

The purpose of the Company’s Option Plan is to retain and reward key employees in a manner aligned to the creation of shareholder wealth. The Board may offer Options under the Option Plan to “Eligible Employees” having regard to the seniority of the employee and the position the employee occupies in the Company (or its associated bodies corporate). No issue price is payable for Options issued under the Option Plan, however an offer of Options may set out vesting or performance conditions that apply to any exercise of Options.

Each Option the subject of the Proposed Issue will entitle the holder to subscribe for one fully paid ordinary share in the Company for an exercise price of $9.30 per Option, calculated as the average closing price of Monadelphous Shares on the ASX over the five (5) trading days prior to 5 November 2020.

In accordance with the terms of the offer and the rules of the Option Plan, the Options can only be exercised in specified window periods (or at the discretion of the Board in particular circumstances) and are subject to the financial performance of the Company during the Option vesting period ( Measurement Period ).

Earnings Per Share ( EPS ) growth is the means for measuring the performance of the Company over the measurement period. In order for 100 per cent of the Options to be exercisable EPS growth of 8 per cent per annum (compounded over the Measurement Period) is required. If EPS growth of 4 per cent per annum (compounded) is achieved, 50 per cent of the Options will be exercisable and if EPS growth of between 4 per cent and 8 per cent per annum (compounded) is achieved, a pro-rata number of Options will be exercisable.

In subsequent window periods, performance will be re-tested and any Options that were incapable of exercise in earlier window periods will become available for exercise to the extent that EPS performance has ‘caught up’ and the EPS growth hurdle is met over the longer Measurement Period. At the end of the final window period, any Options remaining that are not capable of exercise, as a result of the performance hurdle not being achieved, will be forfeited. No Options will be exercisable if an EPS growth rate is achieved that is less than 4 per cent per annum (compounded).

Subject to the satisfaction of the EPS performance hurdle, the Options may be exercised in the following window periods:

• Up to a maximum of 25% during the window period commencing 1 September 2022;

• Up to a maximum of 25%, plus any Options rolled over from the previous window period, during the window period commencing 1 September 2023; and

• Up to a maximum of 50%, plus any Options rolled over from the previous window period, during the window commencing 1 September 2024.

All Options not exercised will lapse on the expiry date for those Options (following the window period in September 2024), or upon cessation of employment or a determination by the Board in certain cases of breach.

Upon exercise, each Option will result in the issue or transfer to the Option holder of one fully paid ordinary share in the Company at the exercise price. Options may be exercised by payment in cash, by cashless exercise (in which case a smaller number of shares will be acquired), or by on-market sale of resultant shares. Unless otherwise determined, any Shares that result from an exercise of Options will be held within the Monadelphous Group Limited Employee Share Trust until validly withdrawn. The trustee is a third party provider of trustee services, CPU Share Plans Pty Limited. Once Options have been exercised and are being held by the trustee, the trustee will pass on dividends received to the underlying shareholder and the underlying shareholder can direct the trustee how to vote those shares.

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Notice of Annual General Meeting

The Board may determine that some or all of the Options are exercisable immediately if there is a takeover bid (that is declared unconditional and the bidder has voting power of 50% or more); or a scheme of arrangement is approved by the requisite majorities of shareholders; or shareholders approve a person becoming the registered holder of 50% or more of total issued shares.

The Board has discretion to determine that Options should not lapse where employment ceases due to total and permanent disablement, ill health, death, economic necessity or retirement or other factors not attributable to conduct or performance.

As the Options will be issued for nil consideration, no funds will be raised from the issue of the Options. Any funds raised on exercise of the Options will be used for working capital purposes.

Upon receipt of an offer, an employee may, by notice in writing to the Board, nominate a nominee (within certain categories) in whose favour the employee wishes to renounce the offer. The Board may, in its discretion, resolve not to allow a renunciation of an offer in favour of a nominee without giving any reason for that decision.

Options issued under the Option Plan may not be transferred and will not be quoted on ASX. An Option carries no right

to a dividend and no right to a vote.

If there is a reorganisation of the issued capital of the Company, the rights of an Option holder will be changed to the extent necessary to comply with the ASX Listing Rules. If there is a bonus issue of Shares to Shareholders (and no Shares have been issued or transferred to the Option holder before the record date for such issue) then the number of Shares over which an Option is exercisable will be increased proportionately. If there is a rights issue of Shares to Shareholders, then the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

The Board (with the exception of Mr Velletri who abstains, given his interest in the Resolution) acknowledges the outstanding contribution that Mr Velletri has made and will continue to make to the Company, and therefore recommends Shareholders vote in favour of Resolution 3.

Resolution 4: Adoption of Remuneration Report

Section 300A of the Corporations Act requires the Directors to include a Remuneration Report in the Directors’ Report for a financial year. Section 250R(2) requires that the Remuneration Report be put to the vote at the Company’s Annual General Meeting.

In accordance with the Corporations Act, the vote on Resolution 4 is advisory only and does not bind the Directors or the Company. However, under the “two strikes” rule, the Company will be required to put a resolution to Shareholders to hold new elections for Directors if, at two consecutive annual general meetings, more than 25% of the votes cast on a resolution to adopt the Remuneration Report (such as Resolution 4) are cast against that resolution. Accordingly, if 25% or more of the votes cast at the Meeting on Resolution 4 are against that Resolution and if, at the next annual general meeting in 2022, 25% or more of the votes are again cast against the resolution to adopt the Remuneration Report, then the Company will be required to propose a resolution to hold another general meeting within the following 90 days (a “ Spill Meeting ”). If more than 50% of Shareholders vote in favour of this resolution, then at the Spill Meeting all Directors (other than a Managing Director) will cease to hold office immediately before the end of the Spill Meeting, but may, if eligible, stand for re-election at the Spill Meeting. Following the Spill Meeting, those persons whose election or re-election as Directors is approved would be the Directors of the Company.

Key management personnel, details of whose remuneration are included in the Remuneration Report, and their closely related parties, are prohibited from voting on Resolution 4, except in the circumstances described in the voting exclusion set out in the Notice.

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of the adoption of the Remuneration Report.

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Notice of Annual General Meeting

5. Questions

Shareholders are encouraged to lodge questions in writing prior to the Meeting.

Shareholders are invited to put any questions to the Company in writing before the Meeting using the attached form at Appendix A. Submitting a question in advance of the Meeting does not in any way limit your ability to ask questions in person or online during the Annual General Meeting.

Shareholders attending via the Lumi software platform may ask or submit questions through the platform. Note that it may not be possible to respond to all questions however the Company will do its best to respond to as many as is feasible.

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Notice of Annual General Meeting

Appendix A - Shareholder Questions

The Board of Monadelphous Group Limited welcomes your questions in relation to the Company.

Registered Shareholders will be provided with the opportunity to ask questions at the Annual General Meeting. However, as an alternative, Shareholders are invited to submit their questions in advance of the Meeting.

The Board will endeavour to address as many of the more frequently asked questions during the course of the Annual General Meeting presentations.

If you would like to submit a question, please complete this form and forward to: The Company Secretary, Monadelphous Group Limited, PO Box 600, Victoria Park, WA 6979 or email your question(s) to agmquestion@monadel.com.au

All questions should be submitted to the Company by 21 November 2021.

YOUR QUESTION(S)

(Please complete all sections)

Shareholder Name

Address

General Shareholder Question(s):

Signature

Date

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Notice of Annual General Meeting

Appendix B – Lumi Online Meeting Guide

ONLINE MEETING GUIDE

GETTING STARTED

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION:

Meeting ID

Meeting ID as provided in the Notice of Meeting.

Australian Residents

Overseas Residents

Username (SRN or HIN) and

Username (SRN or HIN) and

Password > Password (postcode of your (three-character registered address). country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN.

Appointed Proxies

To receive your unique username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

A full list of country codes is provided at the end of this guide.

PARTICIPATING AT THE MEETING

1 To participate in the meeting, you will be required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

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Enter Meeting ID
JOIN MEETING
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• 2

To proceed into the meeting, you will need to read and accept the Terms and Conditions.

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
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Terms and Conditions

Prior to registering for the meeting, it is important that you read and accept the Terms & Conditions. To access the Terms & Conditions please click on the following link: Terms and Conditions

I agree to all of the above terms and conditions DECLINE ACCEPT

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Notice of Annual General Meeting

3 Select the relevant log in option to represent yourself in the meeting. Note that only Securityholders and Proxies can vote and ask questions in the meeting.

To register as a securityholder, OR To register as a proxyholder, select ‘Securityholder or Proxy’ select ‘Securityholder or and enter your SRN or HIN and Proxy’ and you will need your Postcode or Country Code. username and password as provided by Computershare.  In the ‘SRN or HIN’ field enter your username and in the Securityholder or Proxy ‘Postcode or Country Code’ field enter your password.

OR

To register as a guest, select ‘Guest’ and enter your name and email address.

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provided by Computershare. 
 In the ‘SRN or HIN’ field enter
your username and in the Securityholder or Proxy
Securityholder or Proxy ‘Postcode or Country Code’
field enter your password. Guest
Guest

CANCEL CONTINUE
CANCEL CONTINUE Securityholder or Proxy
Guest 

First Name
SRN or HIN CANCEL CONTINUE
Last Name
Postcode or Country Code
Email

LOG IN
Having trouble logging in...?
SRN or HIN Having trouble logging in...? CANCEL CONTINUE
Postcode or Country Code
LOG IN
Having trouble logging in...?
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4 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

5

To view the webcast you must tap the broadcast arrow on your screen and press the play button. Click the arrow to switch between screens.

123-456-789

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HOME [MESSAGING] [VOTING]
Computershare Limited
Annual General Meeting
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Mr Sam Sample

Welcome Securityholders and Guests

To View the Webcast

To view/listen to proceedings please select the ‘Broadcast’ bar. This will display the webcast, please press play to start and ensure that your device isn’t muted.

Asking Questions Shareholders and proxies have the ability to ask questions. Select the MESSAGING icon to open the message module. Type your question in to the box then press the send arrow.

123-456-789

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HOME [MESSAGING] [VOTING]
BROADCAST
Today’s Agenda
 Opening Remarks
 CEO Presentation
 Financial Update
 Q&A
 Resolutions
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Notice of Annual General Meeting

• 6 To ask a question tap on the messaging icon type your question in the chat box at the top of the , screen and select the send icon. Confirmation that your message has been received will appear.

To ask a question verbally follow the instructions on the home page of the virtual meeting platform, if verbal questions are available for the meeting.

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123-456-789
HOME [MESSAGING] [VOTING]
[Messaging]
Chair
Ask a question
Moderator
Type your question in the box above and then press the send
arrow. Please include the number of the resolution at the
beginning of your question. Questions may be moderated or
amalgamated if there are multiple questions on the same topic
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• 7

When the Chair declares the poll open:

• A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, select one of the voting options. Your response will be highlighted

• To change your vote, simply select a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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123-456-789
HOME [MESSAGING] [VOTING]
[Poll Open]
You have voted on 2 of 2 items
Resolution 1
Adoption of Remuneration Report
For - Vote received
For Against Abstain
CANCEL
Resolution 2
Elect Mr Sam Smith as a director
Against - Vote received
For Against Abstain
CANCEL
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Icon descriptions

			Home page icon, displays meeting information.	Home page icon, displays meeting information.
			Messaging icon, used to ask questions.
			Voting icon, used to vote. Only visible when the Chair opens the poll.
			BROADCAST	The broadcast bar allows you to view and listen to the proceedings.

FOR ASSISTANCE

If you require assistance before or during the meeting please call +61 3 9415 4024

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Notice of Annual General Meeting

COUNTRY CODES

Select your country code from the list below and enter it into the password field.

ABW	ARUBA	ECU	ECUADOR	LIE	LIECHTENSTEIN	SEN	SENEGAL
AFG	AFGHANISTAN	EGY	EGYPT	LKA	SRI LANKA	SGP	SINGAPORE
AGO	ANGOLA	ERI	ERITREA	LSO	LESOTHO	SGS	STH GEORGIA &
AIA	ANGUILLA	ESH	WESTERN SAHARA	LTU	LITHUANIA		STH SANDWICH ISL
ALA	ALAND ISLANDS	ESP	SPAIN	LUX	LUXEMBOURG	SHN	ST HELENA
ALB	ALBANIA	EST	ESTONIA	LVA	LATVIA	SJM	SVALBARD & JAN MAYEN
AND	ANDORRA	ETH	ETHIOPIA	MAC	MACAO	SLB	SOLOMON ISLANDS
ANT	NETHERLANDS ANTILLES	FIN	FINLAND	MAF	ST MARTIN	SLE	SIERRA LEONE
ARE	UNITED ARAB EMIRATES	FJI	FIJI	MAR	MOROCCO	SLV	EL SALVADOR
ARG	ARGENTINA	FLK	FALKLAND ISLANDS	MCO	MONACO	SMR	SAN MARINO
ARM	ARMENIA		(MALVINAS)	MDA	MOLDOVA REPUBLIC OF	SOM	SOMALIA
ASM	AMERICAN SAMOA	FRA	FRANCE	MDG	MADAGASCAR	SPM	ST PIERRE AND MIQUELON
ATA	ANTARCTICA	FRO	FAROE ISLANDS	MDV	MALDIVES	SRB	SERBIA
ATF	FRENCH SOUTHERN	FSM	MICRONESIA	MEX	MEXICO	STP	SAO TOME AND PRINCIPE
	TERRITORIES	GAB	GABON	MHL	MARSHALL ISLANDS	SUR	SURINAME
ATG	ANTIGUA AND BARBUDA	GBR	UNITED KINGDOM	MKD	MACEDONIA FORMER	SVK	SLOVAKIA
AUS	AUSTRALIA	GEO	GEORGIA		YUGOSLAV REP	SVN	SLOVENIA
AUT	AUSTRIA	GGY	GUERNSEY	MLI	MALI	SWE	SWEDEN
AZE	AZERBAIJAN	GHA	GHANA	MLT	MALTA	SWZ	SWAZILAND
BDI	BURUNDI	GIB	GIBRALTAR	MMR	MYANMAR	SYC	SEYCHELLES
BEL	BELGIUM	GIN	GUINEA	MNE	MONTENEGRO	SYR	SYRIAN ARAB REPUBLIC
BEN	BENIN	GLP	GUADELOUPE	MNG	MONGOLIA	TCA	TURKS AND
BFA	BURKINA FASO	GMB	GAMBIA	MNP	NORTHERN MARIANA		CAICOS ISLANDS
BGD	BANGLADESH	GNB	GUINEA-BISSAU		ISLANDS	TCD	CHAD
BGR	BULGARIA	GNQ	EQUATORIAL GUINEA	MOZ	MOZAMBIQUE	TGO	TOGO
BHR	BAHRAIN	GRC	GREECE	MRT	MAURITANIA	THA	THAILAND
BHS	BAHAMAS	GRD	GRENADA	MSR	MONTSERRAT	TJK	TAJIKISTAN
BIH	BOSNIA & HERZEGOVINA	GRL	GREENLAND	MTQ	MARTINIQUE	TKL	TOKELAU
BLM	ST BARTHELEMY	GTM	GUATEMALA	MUS	MAURITIUS	TKM	TURKMENISTAN
BLR	BELARUS	GUF	FRENCH GUIANA	MWI	MALAWI	TLS	EAST TIMOR DEMOCRATIC
BLZ	BELIZE	GUM	GUAM	MYS	MALAYSIA		REP OF
BMU	BERMUDA	GUY	GUYANA	MYT	MAYOTTE	TMP	EAST TIMOR
BOL	BOLIVIA	HKG	HONG KONG	NAM	NAMIBIA	TON	TONGA
BRA	BRAZIL	HMD	HEARD AND	NCL	NEW CALEDONIA	TTO	TRINIDAD & TOBAGO
BRB	BARBADOS		MCDONALD ISLANDS	NER	NIGER	TUN	TUNISIA
BRN	BRUNEI DARUSSALAM	HND	HONDURAS	NFK	NORFOLK ISLAND	TUR	TURKEY
BTN	BHUTAN	HRV	CROATIA	NGA	NIGERIA	TUV	TUVALU
BUR	BURMA	HTI	HAITI	NIC	NICARAGUA	TWN	TAIWAN
BVT	BOUVET ISLAND	HUN	HUNGARY	NIU	NIUE	TZA	TANZANIA UNITED
BWA	BOTSWANA	IDN	INDONESIA	NLD	NETHERLANDS		REPUBLIC OF
CAF	CENTRAL AFRICAN	IMN	ISLE OF MAN	NOR	NORWAY	UGA	UGANDA
	REPUBLIC	IND	INDIA	NPL	NEPAL	UKR	UKRAINE
CAN	CANADA	IOT	BRITISH INDIAN OCEAN	NRU	NAURU	UMI	UNITED STATES MINOR
CCK	COCOS (KEELING) ISLANDS		TERRITORY	NZL	NEW ZEALAND		OUTLYING
CHE	SWITZERLAND	IRL	IRELAND	OMN	OMAN	URY	URUGUAY
CHL	CHILE	IRN	IRAN ISLAMIC	PAK	PAKISTAN	USA	UNITED STATES OF
CHN	CHINA		REPUBLIC OF	PAN	PANAMA		AMERICA
CIV	COTE D’IVOIRE	IRQ	IRAQ	PCN	PITCAIRN ISLANDS	UZB	UZBEKISTAN
CMR COD COG COK COL COM	CAMEROON CONGO DEMOCRATIC REPUBLIC OF CONGO PEOPLES REPUBLIC OF COOK ISLANDS COLOMBIA COMOROS	ISL ISM ISR ITA JAM JEY JOR JPN	ICELAND BRITISH ISLES ISRAEL ITALY JAMAICA JERSEY JORDAN JAPAN	PER PHL PLW PNG POL PRI PRK	PERU PHILIPPINES PALAU PAPUA NEW GUINEA POLAND PUERTO RICO KOREA DEM PEOPLES REPUBLIC OF	VAT VCT VEN VGB VIR VNM	HOLY SEE (VATICAN CITY STATE) ST VINCENT & THE GRENADINES VENEZUELA BRITISH VIRGIN ISLANDS US VIRGIN ISLANDS VIETNAM
CPV	CAPE VERDE	KAZ	KAZAKHSTAN	PRT	PORTUGAL	VUT	VANUATU
CRI	COSTA RICA	KEN	KENYA	PRY	PARAGUAY	WLF	WALLIS AND FUTUNA
CUB	CUBA	KGZ	KYRGYZSTAN	PSE	PALESTINIAN TERRITORY	WSM	SAMOA
CXR	CHRISTMAS ISLAND	KHM	CAMBODIA		OCCUPIED	YEM	YEMEN
CYM	CAYMAN ISLANDS	KIR	KIRIBATI	PYF	FRENCH POLYNESIA	YMD	YEMEN DEMOCRATIC
CYP CZE DEU DJI DMA DNK	CYPRUS CZECH REPUBLIC GERMANY DJIBOUTI DOMINICA DENMARK	KNA KOR KWT LAO LBN LBR	ST KITTS AND NEVIS KOREA REPUBLIC OF KUWAIT LAO PDR LEBANON LIBERIA	QAT REU ROU RUS RWA SAU	QATAR REUNION ROMANIA RUSSIAN FEDERATION RWANDA SAUDI ARABIA KINGDOM OF	YUG ZAF ZAR ZMB ZWE	YUGOSLAVIA SOCIALIST FED REP SOUTH AFRICA ZAIRE ZAMBIA ZIMBABWE
DOM	DOMINICAN REPUBLIC	LBY	LIBYAN ARAB JAMAHIRIYA	SCG	SERBIA AND MONTENEGRO
DZA	ALGERIA	LCA	ST LUCIA	SDN	SUDAN

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Notice of Annual General Meeting