SOUTHERN CROSS ELECTRICAL ENGINEERING LTD — AGM Information 2009

Sep 21, 2009

Southern Cross Electrical Engineering Limited ABN 92 009 307 046

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Notice of Meeting and Explanatory Statement and Proxy Form

Date of Meeting: Thursday, 29 October 2009 Time of Meeting: 10:00am WST Place of Meeting: Esplanade Hotel Corner Marine terrace and Essex Street Fremantle WA 6160

This Notice of Meeting and Explanatory Statement should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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Southern Cross Electrical Engineering Limited ABN 92 009 307 046

Notice of AGM (continued) Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of Southern Cross Electrical Engineering Limited ABN 92 009 307 046 ( “Company” ) will be held at 10:00am (WST) on Thursday, 29 October 2009 at Esplanade Hotel Corner Marine terrace and Essex Street Fremantle WA 6160.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes the various matters to be considered at the Annual General Meeting. Shareholders should read the Explanatory Memorandum before deciding how to vote.

Agenda

Financial Reports

To receive and consider the Annual Financial Statements and the Annual Report of the Company for the year ended 30 June 2009, together with the reports of the Directors and Auditor in accordance with the Corporations Act.

Resolution 1: To Adopt the Remuneration Report

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

“That, pursuant to and in accordance with section 250R(2) of the Corporations Act, the Directors’ Remuneration Report for the financial year ended 30 June 2009 as contained within the Directors’ Report be adopted.”

Note: Section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors

Resolution 2: To Re-Elect Gianfranco Tomasi As A Director

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

“That, Mr Gianfranco Tomasi who retires by rotation in accordance with paragraph 5.1 of the Constitution of the Company and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Other Business

To transact any other business which may be properly brought before the meeting in accordance with the Company’s Constitution and the Corporations Act.

Required Majorities

Resolutions 1 and 2 are ordinary resolutions and will be passed only if supported by a majority of the votes cast by Shareholders entitled to vote on the resolutions

Dated: 11th September 2009

By Order Of The Board

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Stephen Fewster Company Secretary

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Southern Cross Electrical Engineering Limited ABN 92 009 307 046

Proxy and Voting Entitlement Instructions

In accordance with section 249L(1)(d) of the Corporations Act, Shareholders are advised that:

• each Shareholder who is entitled to attend and vote at the Annual General Meeting has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company;

• a Shareholder who is entitled to cast two or more votes at the Annual General Meeting may appoint two proxies and

• may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified,

• then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one half of the votes.

A Shareholder who appoints a proxy may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his or her discretion.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purpose of receipt of proxy appointments:

Address: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile Number: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the Annual General Meeting (proxy forms can be lodged by facsimile).

In accordance with regulation 7.11.38 of the Corporations Regulations, the Company determines that ordinary shares held as at 5.00pm (WST) on Tuesday 27 October 2009 will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time.

Notes:

1. If a proxy form is signed or authenticated by an appointer’s attorney, the power of attorney or a certified copy thereof (if any) under which it is signed must accompany the proxy form and be received by Southern Cross Electrical Engineering Limited, 41 Macedonia Street, Naval Base, WA 6165, not later then 48 hours before the appointed time of the Annual General Meeting.

2. Proxy forms executed by a corporation must be in accordance with the requirements of the Corporations Act 2001 or under the hand of its attorney. In the case of a sole director/secretary company, please indicate “sole director” in the space provided.

3. Should you desire to direct your proxy on how to vote, place a cross in the appropriate box for each item, otherwise your proxy may vote as your proxy thinks fit or abstain from voting.

4. If two proxies are appointed, you may delete “all” and insert the relevant number or proportion of Shares in respect of which each such appointment is made. A separate proxy must be completed for each proxy.

5. If you need any further information about this form or attendance at the Annual General Meeting please contact Mr Stephen Fewster, Company Secretary on 61 8 9410 1833.

Explanatory Memorandum to Shareholders

Introduction

This Explanatory Memorandum has been prepared for the information of shareholders of Southern Cross Electrical Engineering Limited ( “Company” ) in connection with the business to be transacted at the annual general meeting of the Company to be held on Thursday, 29 October 2009 ( “Annual General Meeting” ).

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Southern Cross Electrical Engineering Limited ABN 92 009 307 046

Notice of AGM (continued)

Introduction (continued)

At the Annual General Meeting, Shareholders will be asked to pass resolutions:

(a) authorising the adoption of the Remuneration Report; and

• (b) authorising the re-election of Mr Gianfranco Tomasi as a Director of the Company.

The purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to Shareholders in deciding whether or not to pass these resolutions. It explains the resolutions and identifies the Board’s reasons for putting them to Shareholders. The Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

Resolution 1: To Adopt the Remuneration Report

Section 298 of the Corporations Act requires the annual Directors’ Report to contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

The Remuneration Report of the Company for the financial year ended 30 June 2009 is set out in the Directors’ Report contained in the 2009 Annual Report to Shareholders ( “Remuneration Report” ).

The Remuneration Report sets out the Company’s remuneration arrangements for the Executive and Non-Executive Directors. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting. In addition, the Corporations Act requires that Resolution 1, to adopt the Remuneration Report, be put to the vote. However, the vote on this Resolution is only advisory and does not bind the Company or its Directors.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

Resolution 2: To Re-elect Gianfranco Tomasi as a Director

Mr Gianfranco Tomasi was elected as a Director of the Company on 27 June 1988 and is required to resign pursuant to the rotation of directors rule in the Company’s Constitution. Mr Tomasi, being eligible, has offered himself for re-election as a Director of the Company.

Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the resolutions set out in the Notice of Meeting.

Attached to the Notice of Meeting is a proxy form for use by Shareholders. All Shareholders are invited and encouraged to attend the Annual General Meeting or, if they are unable to attend in person, to complete, sign and return the proxy form to the Company in accordance with the instructions contained in the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a Shareholder from attending and voting at the Annual General Meeting in person.

Glossary

The following terms and abbreviations used in this Explanatory Memorandum have the following meaning:

Annual General Meeting: Is defined in section 1 of this Explanatory Memorandum. Board: The board of directors of the Company. Company: Southern Cross Electrical Engineering Limited (ABN 92 009 307 046). Corporations Act: Corporations Act 2001 (Cth). Corporations Regulations: Corporations Regulations 2001 (Cth). Director: A member of the Board. WST: Western Standard Time, being the time in Perth, Western Australia. Notice of Meeting: The notice convening the Annual General Meeting which accompanies this Explanatory Memorandum. Shareholders: Holders of Shares. Shares: Fully paid ordinary shares in the capital of the Company.

Southern Cross Electrical 41 Macedonia Street, Phone: +618 9410 1833 Engineering Limited Naval Base WA 6165 Facsimile: +618 9410 2504 ABN 92 009 307 046 EC 001681

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

Lodge your vote:

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By Mail:

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

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

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

For all enquiries call:

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

Voting Form

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For your vote to be effective it must be received by 10:00am WST Tuesday 27 October 2009

How to Vote on Items of Business

Signing Instructions

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

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Casting Your Vote Directly

Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item of business. Your vote will be invalid on an item if you do not mark any box OR you mark more than one box for that item.

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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

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

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Turn over to complete the form

A proxy need not be a securityholder of the Company.

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

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

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Southern Cross Electrical Engineering Limited hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Southern Cross Electrical Engineering Limited to be held at Esplanade Hotel, Corner Marine Terrace and Essex Street, Fremantle WA 6160 on Thursday, 29 October 2009 at 10:00am WST and at any adjournment of that meeting.

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Items of Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Resolution 1 TO ADOPT THE REMUNERATION REPORT Resolution 2 TO RE-ELECT GIANFRANCO TOMASI AS A DIRECTOR

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

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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