SOUTHERN CROSS ELECTRICAL ENGINEERING LTD — AGM Information 2010

Sep 29, 2010

Southern Cross Electrical Engineering Limited ABN 92 009 307 046

Southern Cross Electrical Engineering Limited ABN 92 009 307 046

Notice of Meeting and Explanatory Statement and Proxy Form

Date of Meeting: Friday, 29 October 2010 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 Memorandum 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.

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 Friday, 29 October 2010 at Esplanade Hotel, corner of Marine Terrace and Essex Street, Fremantle, Western Australia.

The Explanatory Memorandum 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 2010, 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 2010 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 or the Company.

RESOLUTION 2: TO RE-ELECT MR DOUGLAS FARGHER AS A DIRECTOR

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

“That, Mr Douglas Fargher 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.”

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Notice of AGM (continued)

RESOLUTION 3: TO RE-ELECT MR JOHN COOPER AS A DIRECTOR

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

“That, Mr John Cooper who retires 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.”

RESOLUTION 4: APPROVAL OF FINANCIAL ASSISTANCE

To consider and, if thought fit, pass the following resolution as a special resolution:

“That, in accordance with section 260B(2) of the Corporations Act, approval is given for financial assistance to be provided by each of Oceanic Industries Pty Ltd (ACN 098 303 443) and Hazquip Australia Pty Ltd (ACN 115 432 954), each a wholly-owned subsidiary of the Company, to the Company in connection with the acquisition by the Company of the issued share capital of Oceanic Industries Pty Ltd and Hazquip Australia Pty Ltd, as described in the Explanatory Memorandum.”

RESOLUTION 5: RATIFICATION OF OCEANIC ACQUISITION SHARE ISSUE

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, to ratify the allotment and issue of 2,796,586 fully paid ordinary shares in the capital of the Company at an issue price of $1.406 per share that were issued and allotted on 26 February 2010.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 7.5.6 any votes cast on Resolution 5 (other than by a person as proxy for a member who is entitled to vote, where the instrument of proxy specifies how the proxy is to vote on Resolution 5 or by the chairman of the Meeting as an undirected proxy for a member who is entitled to vote) by either Raymond Wise or Jorn Granger, or any of their respective associates, and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, will be disregarded.

RESOLUTION 6: RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

To consider and, if though fit, pass the following resolution as a special resolution:

“That the proportional takeover provisions contained in paragraph 162 of the Company’s Constitution be renewed for a period of three years from the date of the Meeting.”

RESOLUTION 7: PROPOSED AMENDMENT OF CONSTITUTION

To consider and, if thought fit, pass the following resolution as a special resolution:

“That, pursuant to section 136 of the Corporations Act, and for all other purposes, with effect from the close of this Meeting, the Constitution of the Company be amended as follows:

• (a) replace paragraph 49.1 with the following:

• 49.1 To the extent permitted by the Act, the Trade Practices Act 1974 (Cth), the Australian Securities and Investments Commission Act 2001 (Cth) and any other applicable law, the Company may indemnify:

  • (1) every person who is or has been an officer of the Company; and

  • (2) where the board of directors considers it appropriate to do so, any person who is or has been an officer of a related body corporate of the Company;

against any liability incurred by that person in his or her capacity as an officer of the Company or of the related body corporate (as the case may be).”

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Southern Cross Electrical Engineering Limited ABN 92 009 307 046

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, 2, 3 and 5 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.

Resolutions 4, 6 and 7 are special resolutions and will be passed only if supported by at least 75% of the total votes cast by Shareholders entitled to vote on the resolution.

DATED: 21st September 2010

BY ORDER OF THE BOARD

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Stephen Fewster Company Secretary

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 corporation may elect to appoint a representative to attend and vote at the Meeting in accordance with the Corporations Act in which case the Company will require a certificate of appointment of corporate representative executed in accordance with the Corporations Act. The certificate is to be lodged with the Company before the Meeting or at the registration desk on the day of the Meeting.

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, Vic 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 Shares held as at 5.00pm (WST) on Wednesday 27 October 2010 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

2. Macedonia Street, Naval Base, WA 6165, not later then 48 hours before the appointed time of the Annual General Meeting.

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Notice of AGM (continued)

PROXY AND VOTING ENTITLEMENT INSTRUCTIONS (continued)

1. If an electronically authenticated appointment of a proxy is provided through either email or internet-based voting:

2. a. the Shareholder must be identified by personal details including the member’s name, personal address and date of birth; and

3. b. the Shareholder’s approval must be communicated by a form of security protection (for example, the entering of a confidential identification number such a shareholder registration number of holder identification number).

4. 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.

5. 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.

6. 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.

7. 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 in connection with the business to be transacted at the Annual General Meeting of the Company to be held on Friday, 29 October 2010.

The purpose of this Explanatory Memorandum is to provide all of the information that the Board believes to be material to Shareholders in deciding whether or not to pass the 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 2010 is set out in the Directors’ Report contained in the 2010 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 MR DOUGLAS FARGHER AS A DIRECTOR

Mr Douglas Fargher was elected as a Director of the Company on 30 October 2007 and is required to resign pursuant to the rotation of directors rule in the Company’s Constitution. Mr Fargher, being eligible, has offered himself for re-election as a Director of the Company.

RESOLUTION 3: TO RE-ELECT MR JOHN COOPER AS A DIRECTOR

Mr John Cooper was elected as a Director of the Company on 30 October 2007. Paragraph 5.1 of the Company’s Constitution requires that no director may retain office for more than 3 years without submitting himself or herself for re-election. Accordingly, Mr Cooper is required to resign and being eligible, has offered himself for re-election as a Director of the Company.

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Southern Cross Electrical Engineering Limited ABN 92 009 307 046

RESOLUTION 4: APPROVAL OF FINANCIAL ASSISTANCE

Background

On 1 February 2010 the Company announced that it had entered into an agreement to acquire the whole of the issued share capital of Oceanic and Hazquip for $12,400,000 (Acquisition). The consideration for the Acquisition was funded though a combination of a cash payment of $8,400,000, of which $3,400,000 was funded from the Company’s cash reserves and $5,000,000 from a drawdown on the Company’s CBA Debt Facility and the issue of Shares in the Company to the value of $4,000,000. The Acquisition was completed on 2 March 2010.

A copy of the Company’s announcement to ASX about the Acquisition, is attached as Annexure A to this Explanatory Memorandum. it is a requirement of the CBA Debt Facility that on becoming wholly owned subsidiaries of the Company, each of Oceanic and Hazquip must guarantee the obligations of the Company and certain subsidiaries of the Company to CBA under the CBA Debt Facility. To do this both the Company and each of Oceanic and Hazquip must comply with the provisions of the Corporations Act relating to the provision of financial assistance in connection with the Acquisition. Resolution 4 is relevant to this process.

Summary

It is proposed that a resolution be passed as a special resolution of the members of the Company to approve each of Oceanic and Hazquip giving financial assistance to the Company in connection with the Acquisition.

Resolution 4 is required under the Corporations Act to enable the Company to comply with undertakings made by it to CBA in connection with the CBA Debt Facility provided by CBA to assist the Company to complete the Acquisition. These undertakings include that:

• each of Oceanic and Hazquip will enter into guarantees of amounts payable to CBA by the Company and certain subsidiaries of the Company under the CBA Debt Facility; and

• each of Oceanic and Hazquip will grant security to CBA over all its assets and undertakings to support its guarantee obligations,

• (the “Guarantee and Security”).

Shareholders are asked to approve Resolution 4, which approves these arrangements with Oceanic and Hazquip.

Financial Assistance

The provision of the Guarantee and Security constitutes financial assistance by each of Oceanic and Hazquip to the Company for the Acquisition.

Furthermore, CBA may in the future agree to refinance the CBA Debt Facility by way of the provision of new facilities or it may agree to a variation of the terms of those existing facilities. As part of those refinancing or variation arrangements, the Guarantee and Security provided by Oceanic and Hazquip may be automatically extended and/or CBA may request the provision of new security to replace or update the Guarantee and Security from Oceanic or Hazquip In any such case, the provision of the Guarantee and the Security and/or the further security by Oceanic or Hazquip or may be taken to constitute financial assistance in connection with the Acquisition. Any documentation required in connection with the refinancing or variation of the CBA Debt Facility (including any acknowledgment of the continuation of the Guarantee and Security or granting of further security) may of itself amount to the giving of financial assistance and approval for the entry into of any such documentation is being sought by this Resolution.

Shareholder Approval

Section 260A (1)(b) of the Corporations Act allows a company to give financial assistance to a person to acquire its own shares or shares in its holding company if, in this case, it is approved by:

• a unanimous resolution by the shareholders of each of Oceanic and Hazquip in accordance with section 260 B (1) of the Corporations Act; and

• a special resolution of the Company as the listed holding corporation of each of Hazquip and Oceanic after the Acquisition in accordance with section 260 B (2) of the Corporations Act.

Shareholder approval of the Company is sought because it is the listed holding corporation of each of Oceanic and Hazquip.

If Shareholder approval is given to Resolution 4, the Company, in its capacity as the sole shareholder of each of Oceanic and Hazquip will immediately resolve to approve the provision of the Guarantee and Security by each of Oceanic and Hazquip to CBA for the purposes of section 260 B (1) of the Corporations Act.

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Notice of AGM (continued)

RESOLUTION 4: APPROVAL OF FINANCIAL ASSISTANCE (continued)

Advantages of approving Resolution 4

The advantages of Resolution 4 include:

• the directors of the Company believe that a drawdown of $5,000,000 under the CBA Debt Facility was the most efficient form of financing available to assist the Company to complete the Acquisition;

• if Resolution 4 is not approved, CBA may exercise its rights to demand repayment of all money owing or contingently owing

• by the Company and certain other subsidiaries of the Company under the CBA Debt Facility, which, as at the date of this Notice

• is approximately $15 million and this may have the effect of triggering further defaults in other material contracts entered into by the Company or certain subsidiaries of the Company; and

• if Resolution 4 is not approved the Company may have to negotiate alternative refinancing and would expect to incur break costs and transaction fees.

Disadvantages of Resolution 4

The directors of the Company do not believe there is any disadvantage to the Company in approving Resolution 4.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

RESOLUTION 5: RATIFICATION OF OCEANIC ACQUISITION SHARE ISSUE

Background

The consideration price for the Acquisition was funded partly by the issue of 1,398,293 Shares to Raymond Wise and 1,398,293 Shares to Jorn Granger (New Shares), each the holder of the shares in Oceanic and Hazquip. Resolution 5 seeks Shareholder ratification of the issue of the New Shares.

Regulatory Matters

Under Rule 7.1 of the ASX Listing Rules there are limitations on the capacity of a listed company to enlarge its capital by the issue of equity securities in any 12 month period. The limitation is to 15%.

In calculating the 15% limitation, issues of equity securities during the 12 month period with shareholder approval are excluded. The New Shares were issued under the 15% limitation, but without Shareholder approval.

Rule 7.4 of the ASX Listing Rules enables an issue of equity securities without shareholder approval under Rule 7.1 to be treated as having been made with approval for the purpose of Rule 7.1 if the issue did not breach that Rule and the holders of ordinary securities subsequently approve it.

Accordingly, the purpose of Resolution 5 is to ratify the issue of the New Shares.

The effect of ratification is that the number of New Shares issued will not be counted for the purposes of determining whether the 15% threshold has been reached under Rule 7.1 of the ASX Listing Rules. The New Shares will comprise part of the total number of issued ordinary securities in the Company against which the 15% threshold will be calculated in the future. Following the passage of Resolution 5 the Company’s capacity to issue new equity securities under Rule 7.1 will be fully restored to the 15% limitation.

The issue of the New Shares was exempt from the disclosure document requirements under Chapter 6D of the Corporations Act.

Information relating to the New Shares

Rule 7.5 of the ASX Listing Rules requires that the following information be included in the notice sent to Shareholders for the purposes of Rule 7.4 of the ASX Listing Rules:

• (a) the total number of New Shares issued is 2,796,586;

• (b) the issue price of the New Shares was $1.406 per New Share;

• (c) the New Shares are fully paid ordinary shares and rank equally with the Company’s existing ordinary shares on issue;

• (d) 1,398,293 New Shares were allotted to Raymond Wise and 1,398,293 New Shares were allotted to Jorn Granger; and

• (e) the New Shares were issued as part of the consideration payable in respect of the Acquisition.

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Southern Cross Electrical Engineering Limited ABN 92 009 307 046

RESOLUTION 6: RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

Under the Corporations Act, a company is empowered to include in its constitution a provision to enable the company to refuse to register shares acquired under a proportional takeover bid unless a resolution is passed by shareholders in general meeting approving the offer.

The Company’s Constitution currently contains provisions dealing with proportional takeover bids. Paragraph 162 ceased to have effect on 10 September 2010. The Directors consider that it is appropriate to renew paragraph 162 for a further term of three years.

Proportional takeover bids

A proportional takeover bid is an off market takeover offer sent to all Shareholders but only in respect of a specified portion of each Shareholder’s Shares in the Company (i.e. less than 100%). Accordingly, if a Shareholder accepts in full the offer under a proportional takeover bid, the Shareholder will dispose of the specified portion of the Shareholder’s Shares and retain the balance of the Shares.

Effect of proposed proportional takeover provision

The effect of paragraph 162 is that if a proportional takeover bid is made to Shareholders, the Directors are obliged to convene a meeting of Shareholders to be held 15 days or more before the offer closes. The purpose of the meeting is to vote upon a resolution to approve the proportional takeover bid. For the resolution to be approved, it must be passed by a simple majority of votes at the meeting, excluding votes of the bidder and its associates.

If no such resolution is voted on within the required timeframe, the resolution is deemed to have been approved. This, in effect, means that Shareholders as a body may only prohibit a proportional takeover bid by rejecting such a resolution.

If the resolution is approved or deemed to have been approved, transfers of Shares under the proportional takeover bid (provided they are in all other respects in order for registration) must be registered.

If the resolution is rejected, registration of any transfer of Shares resulting from that proportional takeover bid is prohibited and the offer is deemed by the Corporations Act to have been withdrawn.

The renewed paragraph 162 will expire three years after its adoption unless renewed by a further special resolution of Shareholders.

The proportional takeover provision does not apply to a full takeover bid.

Reasons for proposing the resolution

The Directors consider that Shareholders should have the opportunity to vote on a proposed proportional takeover bid. A proportional takeover bid may result in effective control of the Company changing hands without Shareholders having the opportunity of disposing of all their Shares. Shareholders could be at risk of passing control to the offeror without payment of an adequate control premium for all their Shares whilst leaving themselves as part of a minority interest in the Company.

If Resolution 6 is passed, paragraph 162 can prevent this occurring by giving Shareholders the opportunity to decide whether a proportional takeover bid is acceptable and should be permitted to proceed.

Presently proposed acquisitions

As at the date of this Explanatory Memorandum, no Director of the Company is aware of any proposal by any person to acquire or increase the extent of a substantial interest in the Company.

Potential advantages and disadvantages for the Directors and shareholders

The Directors consider that it is a potential advantage to all Shareholders that they have the opportunity to consider and vote upon any proposed proportional takeover bid. For a proportional takeover bid to be approved, it must be approved by more than half of the Shares voted at the meeting excluding the Shares of the bidder and its associates, and accordingly the existence of paragraph 162 is likely to cause an intending bidder to formulate its offer in a way that would be attractive to a majority of Shareholders. It may also have the effect of not allowing control of the Company to pass without payment of a control premium.

The Directors consider that it would be an advantage to them to have the opportunity to ascertain the views of Shareholders on any proportional takeover bid.

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Notice of AGM (continued)

RESOLUTION 6: RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS (continued)

As to the possible disadvantages of paragraph 162, it may be perceived by some Shareholders that its presence makes a proportional takeover bid less likely to succeed and that therefore the chances of receiving an opportunity to dispose of any part of their Shares would be reduced because potential bidders may be discouraged from making a proportional takeover bid. This may be thought to potentially remove or reduce any speculative element of the market price of the Shares arising from the possibility of a proportional takeover bid. Some Shareholders may consider the presence of paragraph 162 to be an additional restriction on the ability of individual Shareholders to deal freely with their Shares.

During the period in which paragraph 162 has had effect (ie up to 10 September 2001), the advantages and disadvantages set out above have applied.

Directors’ recommendation

The Directors recommend that Shareholders approve the renewal of paragraph 162 of the Constitution and vote in favour of the Resolution 6.

RESOLUTION 7: PROPOSED AMENDMENT OF CONSTITUTION

Pursuant to section 136 of the Corporations Act, the Company may amend its Constitution by special resolution. If Resolution 7 is passed, the amendments will be effective immediately following this Meeting.

Following amendments to the Trade Practices Act 1974 (Cth) (Trade Practices Act) and the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) since the adoption of the Company’s Constitution in 2007 restrictions on the ability of companies to indemnify their officers are now included in both the Trade Practices Act and the ASIC Act in addition to the restrictions included in the Corporations Act. The proposed amendment of the Constitution takes into account these legislative changes and makes the ability of the Company to indemnify its officers subject to the Trade Practices Act and the ASIC Act and any other applicable law.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 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:

ASX: ASX Limited. ASX Listing Rules: The listing rules of the ASX. Board: The board of directors of the Company. CBA: Commonwealth Bank of Australia (ABN 48 123 123 124). CBA Debt Facility: The medium term non-revolving cash advance facility to the Company of up to $4,583,000 and the 2 year bullet revolving multi-option facility of up to $20,250,000 provided by CBA. Company: Southern Cross Electrical Engineering Limited (ABN 92 009 307 046). Constitution: The constitution of the Company. Corporations Act: Corporations Act 2001 (Cth). Corporations Regulations: Corporations Regulations 2001 (Cth). Director: A member of the Board. Hazquip: Hazquip Australia Pty Ltd (ACN 115 432 954). Meeting or Annual General Meeting: The meeting convened by the Notice. Notice or Notice of Meeting: The notice convening the Annual General Meeting which accompanies this Explanatory Memorandum. Oceanic: Oceanic Industries Pty Ltd (ACN 098 303 443). Resolution: A resolution included in the Notice. Shareholders: Holders of Shares. Shares: Fully paid ordinary shares in the capital of the Company. WST: Western Standard Time, being the time in Perth, Western Australia.

ANNEXURE A - ANNOUNCEMENT

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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:

Southern Cross Electrical Engineering Limited 41 Macedonia Street Naval Base, WA 6165 Australia

Alternatively you can fax your form to (within Australia) 08 9410 2504 (outside Australia) +61 8 9410 2504

For all enquiries call:

(within Australia) 08 9410 1833 (outside Australia) +61 8 9410 1833

Proxy Form

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For your vote to be effective it must be received by 10:00 am (AWST) Wednesday, 27 October 2010

How to Vote on Items of Business

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

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.

A proxy need not be a securityholder of the Company.

Signing Instructions

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.

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. Delete titles as applicable.

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.investorcentre.com under the information tab, "Downloadable forms".

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.

Turn over to complete the form

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Update your securityholding, 24 hours a day, 7 days a week:

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View the annual report:

www.scee.com.au

www.investorcentre.com

Your secure access information is: SRN/HIN: I9999999999

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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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I9999999999

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

to indicate your directions

Please mark

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

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the Chairman OR of the Meeting

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 the Esplanade Hotel, Corner of Marine Terrace and Essex Street, Fremantle, Western Australia on Friday, 29 October 2010 at 10:00 am (AWST) and at any adjournment of that meeting.

Important for Resolution 5: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolution 5 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolution 5 and your votes will not be counted in computing the required majority if a poll is called on this resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 5 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that resolution and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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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.

Items of Business

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Ordinary Resolutions

Resolution	1	To Adopt the Remuneration Report
Resolution	2	To Re-elect Mr. Douglas Fargher as a Director
Resolution	3	To Re-elect Mr. John Cooper as a Director

Special Resolution

Resolution 4 Approval of Financial Assistance

Ordinary Resolution

Resolution 5 Ratification of Oceanic Acquisition Share Issue

Special Resolutions

Resolution 6 Renewal of Proportional Takeover Provisions Resolution 7 Proposed Amendment of Constitution

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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.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name

Contact Daytime Telephone

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Date

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