SOUTHERN CROSS ELECTRICAL ENGINEERING LTD — Share Issue/Capital Change 2012

Dec 3, 2012

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SOUTHERN CROSS ELECTRICAL

ENGINEERING LIMITED

4 December 2012

The Manager ASX Market Announcements ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

ELECTRONIC LODGEMENT

Dear Sir or Madam

Notice pursuant to section 708A(5) of the Corporations Act 2001 (Cth)

1. On 4 December 2012 Southern Cross Electrical Engineering Limited (ACN 009 307 046) (“SXE”) issued 36,303 fully paid ordinary shares (“Shares”) at nil consideration. The Shares were issued following the vesting and exercise of financial year 2011 Performance Rights under SXE’s Senior Management Long Term Incentive Plan.

2. SXE issued the Shares without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth) (“the Act”).

3. This notice is being given under section 708A(5)(e) of the Act.

4. As at the date of this notice SXE has complied with:

5. a. the provisions of Chapter 2M of the Act as they apply to the SXE; and

6. b. section 674 of the Act.

7. As at the date of this notice, there is no information that is excluded information (as that term is used in section 708A(7) and (8) of the Act) in relation to SXE.

Yours faithfully

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Chris Douglass

Company Secretary

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A.B.N. 92 009 307 046 EC 001681 41 MACEDONIA STREET, NAVAL BASE, WESTERN AUSTRALIA 6165 TELEPHONE: +61 8 9236 8300 FAX No: +61 8 9410 2504 Email: scee@scee.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Southern Cross Electrical Engineering Limited

ABN

92 009 307 046

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary fully paid shares
	36,303
	The new shares will be on the same terms as the Company’s existing fully paid ordinary shares.

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4 Do the[+] securities rank equally Yes in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue First and final allotment of shares issued (If issued as consideration for following the vesting and exercise of the acquisition of assets, clearly Financial Year 2011 Performance Rights identify those assets) under the Company’s Senior Management Long Term Incentive Plan. 6a Is the entity an[+] eligible entity N/A that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued N/A under an exception in rule 7.2 6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 4 December 2012 into uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 161,523,129 Fully paid ordinary +securities quoted on ASX shares ( including the securities in section 2 if applicable)

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	166,667	Options exercisable at $1.15 expiring on 28 November 2013
	1,936,617	Financial Year 2012 Performance Rights granted under the Southern Cross Electrical Engineering Limited Senior Management Long Term IncentivePlan
	961,050	Financial Year 2013 Performance Rights granted under the Southern Cross Electrical Engineering Limited Senior Management Long Term Incentive Plan

10 Dividend policy (in the case of a The ability to pay dividends will depend on trust, distribution policy) on the the Company's future earnings, taxation increased capital (interests) and cash resources.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the date of allotment with an existing[+] class of quoted[+] securities?

• If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

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• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company Secretary

Date: 4 December 2012

Print name: Chris Douglass

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary N/A
securities on issue 12 months before date
of issue or agreement to issue
N/A
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
N/A
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
N/A
“A”
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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	N/A
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	N/A
“C”	N/A
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	N/A
Subtract“C” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.15] – “C”	N/A [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	N/A
Note: number must be same as shown in
Step 2
Subtract“C”	N/A
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	N/A
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

• Rule 7.1A – Additional placement capacity for eligible entities

• Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” N/A Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed

• Multiply “A” by 0.10 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or N/A agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” N/A

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	N/A
Subtract“E” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.10] – “E”	N/A Note: this is the remaining placement capacity under rule 7.1A