SRG GLOBAL LIMITED — AGM Information 2012

Oct 25, 2012

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NOTICE OF ANNUAL GENERAL MEETING 2012 EXPLANATORY STATEMENT AND PROXY FORM

GloBAl CoNSTRUCTIoN SERVICES lIMITED

ABN 81 104 662 259

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for the annual General meeting to be held in studio 1, level 2, The crown perth convention centre, crown perth (formerly burswood entertainment complex), Great eastern highway, burswood western australia 6100 on 27 november 2012 commencing at 10.30am (wsT).

This is an imporTanT documenT. please read iT carefully.

if you are unable To aTTend The annual General meeTinG, please compleTe The proxy form enclosed and reTurn iT in accordance wiTh The insTrucTions seT ouT on ThaT form.

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Safety. Versatility. Initiative.

~~Notice of Annual General Meeting~~

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Notice is hereby given that the 2012 Annual General Meeting of Shareholders of Global Construction Services limited (ACN 104 662 259) (“GCS or the Company”) will be held in Studio 1, level 2, The Crown Perth Convention Centre, Crown Perth (formerly Burswood Entertainment Complex), Great Eastern Highway, Burswood Western Australia 6100 on 27 November 2012 commencing at 10.30am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

oRDINARY BUSINESS

financial sTaTemenTs and reporTs year ended 30 June 2012

To receive and consider the Annual Financial Statements of the Company for the year ended 30 June 2012 including the Directors’ Report and the Auditor’s Report as set out in the Company’s Annual Report.

resoluTion 1: non bindinG resoluTion To adopT remuneraTion reporT

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

“To adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2012”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

VoTinG exclusion

The company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter[ 1] . However, the Company need not disregard a vote if:

• a. it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and

• b. it is not cast on behalf of a Restricted Voter

• 1 “ Restricted Voter” means a member of Key Management Personnel, details of whose remuneration are included in the Remuneration report and their Closely Related Parties[. ]

resoluTion 2: elecTion of mr peTer wade

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

“ That Mr Peter Wade, having been appointed as an additional director of the company on 17 November 2011, who retires as a director in accordance with Clause 6.3 of the Company’s Constitution and, being eligible and offering himself for election, be elected as a director of the Company with immediate effect.”

resoluTion 3: re-elecTion of mr sam manGione

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

“ That Mr Sam Mangione, who retires as a director in accordance with Clause 6.3 of the Company’s Constitution and, being eligible and offering himself for re-election, be re-elected as a director of the Company with immediate effect.”

resoluTion 4: raTificaTion of placemenT

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

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the allotment and issue of 17,267,706 fully paid ordinary shares in the capital of the Company under the Placement announced on 7 September 2012 to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum accompanying this notice.”

The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue that is the subject of Resolution 4 and any person associated with those persons. However, the company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

oTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Company’s Constitution or the Corporations Act.

Dated this 25th Day of october 2012 By order of the Board

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Vince Gerasolo Company Secretary Global Construction Services limited

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~~Notice of Annual General Meeting~~

VoTING

Shareholders can vote in the one of the following ways:

• attending the meeting and voting in person, by attorney or, in the case of corporate shareholders, by corporate representative;

• by appointing a proxy to attend and vote at the meeting on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions.

PRoxIES

• a. A Shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy

• b. A proxy need not be a member of the Company.

• c. A Shareholder may appoint a body corporate or an individual as its proxy

• d. A body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy.

• e. Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

• f. Proxy forms must be returned by no later than 48 hours before the meeting (i.e.) 10.30am WST on 25 November 2012 to: Computershare Investor Services Pty ltd level 2, Reserve Bank Building, 45 St Georges Terrace PERTH WA 6000

The Proxy Form accompanying this Notice of Annual General Meeting provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate representative. The authority may be sent to the Company or its share registry in advance of the meeting or handed in at the meeting when registering as a corporate representative.

VoTING ENTITlEMENTS

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 7.00 pm (WST) on 25 November 2012. Transactions registered after that time will be disregarded in determining a person’s entitlement to attend and vote at the Annual General Meeting.

ExPlANAToRY STATEMENT

This Explanatory Statement is prepared to provide Shareholders with material information known to the Company to enable them to make an informed decision on how to vote on the business to be conducted at the Annual General meeting of Global Construction Services limited. The Directors recommend shareholders read this Explanatory Statement in full before making any decision in respect to the Resolutions. Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary at the end of this Explanatory Statement.

financial sTaTemenTs and reporTs

The first item of the Notice of Annual General Meeting deals with the consolidated Annual Financial Report of the Company for the financial year ended 30 June 2012 together with the Directors’ Declaration and Report in relation to that financial year and the Auditor’s Report on those Financial Statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be provided a reasonable opportunity to ask questions or make comments in relation to these reports and on the business and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions in respect of:

• The conduct of the audit;

• The preparation and content of the independent Audit Report;

• The accounting policies adopted by the Company in relation to the preparation of accounts; and

• The independence of the Auditor in relation to the conduct of the audit.

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resoluTion 1: remuneraTion reporT

The Directors’ Report for the year ended 30 June 2012 contains a Remuneration Report which sets out the polices, remuneration details and service agreements for the remuneration of Directors and Executives of the Company. In accordance with Section 250R(2) of the Corporations Act a resolution for adoption of the Remuneration Report is required to considered and voted on by shareholders.

The Remuneration Report is set out in the Company’s 2012 Annual Report which is also available on the Company’s website (www.gcs-group.com.au).

Shareholders will be provided a reasonable opportunity to ask questions or make comments on the Remuneration Report.

The vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution ( spill resolution ) at the second Annual General Meeting, to approve calling an extraordinary general meeting ( spill meeting ) within 90 days, at which all the Directors, other than the Managing Director, who were in office when the 2012 Directors’ Report was approved, will (if desired) need to stand for re-election at the spill meeting.

The Company did not receive a “no” vote of 25% or more in regard to the Remuneration Report of the 2011 Annual General Meeting (i.e. less than 25% of the votes were cast against the 2011 Remuneration Report).

resoluTion 2: elecTion of mr peTer wade

Clause 6.2 of the Company’s Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office until the next following Annual General Meeting and is then eligible for re-election.

Mr Wade was appointed to the Board on 17 November 2011 as a Non-Executive Director and elected Chair of the Board of Directors. In accordance with Clause 6.3 of the Company’s Constitution, Mr Wade now seeks re-election as a Director at this Annual General Meeting.

Mr Peter Wade holds a Bachelor of Engineering (Hons) and has over forty years of experience in engineering, construction, project management, mining, and infrastructure services. He started his career with the NSW Public Service managing the construction, building, and operation of significant infrastructure projects such as the Port Kembla coal loader and grain terminals in Newcastle and Wollongong. Mr Wade was also a Deputy Director for the Darling Harbour Redevelopment construction project.

Subsequently, as an Executive of the Transfield Group, Mr Wade was responsible for a number of significant construction, building, and operation projects including, the Melbourne City link, the Airport link, the Northside Storage Tunnel, and the Collinsville and Smithfield Power Plants.

Mr Wade has been the Managing Director of Crushing Services Pty ltd and PIHA Pty ltd since 1999 and Minerals International Pty ltd since 2002 (now all wholly owned subsidiaries of Mineral Resources limited). In 2006, with the formation and listing of Mineral Resources limited, Mr Wade was appointed as Managing Director and has overseen a sustained period of successful development and growth. In 2008, Mr Wade was appointed the Executive Chairman of Mineral Resources limited.

The Board of Directors unanimously, other than Mr Wade because of his interest in the Resolution, recommends shareholders vote in favour of the resolution.

resoluTion 3: re-elecTion of mr sam manGione

In accordance with article 6.3 of the Company’s Constitution, Mr Mangione will retire by rotation and being eligible, offer himself for re-election at the annual general meeting.

Mr Sam Mangione holds a Bachelor of Business degree and has been associated with the GCS Group since July 2005. Mr Mangione has over twenty three years of experience in the construction, mining, and hire industries.

Mr Mangione is co-owner of the largest privately held waste management company in Western Australia and is also a leading manufacturer of temporary site accommodation. Mr Mangione has developed state of the art processes in the recovery and recycling of waste product via purpose designed waste transfer stations.

Mr Mangione has held no other public directorships in the last three years

The Board of Directors unanimously, other than Mr Mangione because of his interest in the Resolution, recommends shareholders vote in favour of the resolution.

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~~Notice of Annual General Meeting~~

resoluTion 4: raTificaTion of placemenT

on 7 September 2012, the Company announced on the ASx to undertake a capital raising of approximately $32.2 million for new GCS Group ordinary shares (“New Share”) at an offer price of $0.60 per New Share (“offer Price”) to existing and new shareholders (the “offer”) consisting of:

• Approximately $10.4 million placement to institutional and sophisticated investors (“Institutional Placement”);

• 5-for-16 Accelerated Non-Renounceable Entitlement Issue to institutional and sophisticated investors of approximately $16.9 million together with an institutional shortfall bookbuild; and

• 5-for-16 Non-Renounceable Entitlement Issue to retail shareholders (“Retail Entitlement offer”) to raise approximately $4.9 million

• The capital raising funds were to be used as follows:

• Approximately $20 million to reduce GCS’s net debt, allowing scope for continued growth across its businesses and improving GCS’s leverage metrics; and

• Provide additional working capital

Bell Potter Securities limited was appointed lead Manager of the offer and underwrote the Retail Entitlement offer. Argonaut Securities was appointed Co-manager to the Institutional component of the offer.

New Shares issued under the offer rank equally with existing GCS shares.

ASx listing Rule 7.1 imposes a limit on the number of equity securities (including ordinary shares) that a company can issue, or agree to issue without shareholder approval, unless an exception applies. Generally in any rolling 12-month period, a company may not issue, without shareholder approval, more than 15% of its ordinary shares (calculated in accordance with a prescribed formula) on issue 12 months before the date of the issue.

The Institutional Placement of 17,267,706 ordinary shares was made within the Company’s 15% capacity.

ASx listing rule 7.4 provides that an issue of shares made without shareholder approval under listing Rule 7.1 is treated as having been made with approval for the purposes of listing Rule 7.1, if the issue did not breach ASx listing Rule 7.1 when made and the company’s shareholders subsequently approve it.

Accordingly, the Board has decided to seek shareholder approval, by ratification, under ASx listing Rule 7.4 for the issue by the Company of 17,267,706 ordinary shares issued under the Institutional Placement”). If approval is given, this will restore the Company’s capacity to issue new securities under listing Rule 7.1.

Though, the Board has no present intention to undertake any further issue of equity securities approval of this resolution will provide the Company with flexibility to raise further capital should it be required.

The Company provides Shareholders with the following information required by listing Rule 7.5:

• Number of securities: the number of securities issued was 17,267,706 ordinary shares;

• Price: the price the securities were issued was $0.60 per share;

• Terms: the securities were fully paid ordinary shares in the Company, ranking equally with the existing ordinary shares on issue at the date of allotment;

• Allottees: the securities were issued to sophisticated and professional investors, with the Placement lead managed by Bell Potter Securities limited and Co-managed by Argonaut Securities; and

• Use of funds: the funds raised will be used to reduce net debt and provide additional working capital.

The Board of Directors unanimously recommends shareholders vote in favour of the resolution.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Mr Vince Gerasolo on +61 8 9479 7990 if they have any queries in respect of the matters set out in these documents.

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GloSSARY

The following terms have the following meanings in this Explanatory Statement;

“accounting standards” has the meaning given to that term in the Corporations Act; “annual General meeting” means the annual general meeting the subject of this Notice; “annual report” means the annual report of the Company for the year ended 30 June 2012; “asx” means ASx limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASx limited; “board” means the Board of Directors; “closely related party” has the meaning given to the term in the Corporations Act; “company” means Global Construction Services limited ABN 81 104 662 259; “constitution” means the Constitution of the Company; “corporations act” means the Corporations Act 2001 (Cth); “director” means a director of the Company; “explanatory statement” means this Explanatory Statement accompanying the Notice; “Gcs Group” means the Company and each of its subsidiaries; “Key management personnel” has the meaning given to that term in Accounting Standards; “listing rules” means the listing Rules of the ASx; “meeting” means the annual general meeting the subject of this Notice; “notice of meeting” means the notice of annual general meeting accompanying the Explanatory Statement; “restricted Voter” means Key Management Personnel and their Closely Related Parties; “resolution” means a resolution subject of the Notice; “share” means an ordinary fully paid share in the capital of the Company; “shareholder” means a holder of Shares; and “wsT” means Australian Western Standard Time.

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Lodge your vote:

• By Mail:

Global Construction Services Limited ABN 81 104 662 259

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

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

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 764 094 (outside Australia) +61 3 9415 4266

Proxy Form

 For your vote to be effective it must be received by 10:30am (WST) Sunday 25 November 2012

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



View the Annual Report, 24 hours a day, 7 days a week:

www.gcs-group.com.au

Your secure access information is:

Review and update your securityholding:

www.investorcentre.com

SRN/HIN: I9999999999

 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.

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I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Global Construction Services Limited hereby appoint the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if OR 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Global Construction Services Limited to be held at Studio 1, Level 2, The Crown Perth Convention Centre, Crown Perth (formerly Burswood Entertainment Complex), Great Eastern Highway, Burswood, Western Australia on Tuesday, 27 November 2012 at 10:30am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2 below.

Items of Business 

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.

		For	Again	st Abstain
1	Non-Binding Resolution to Adopt Remuneration Report
2	Election of Mr Peter Wade

• 3 Re-election of Mr Sam Mangione

• 4 Ratification of Placement

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

SIGN

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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