SRG GLOBAL LIMITED — AGM Information 2015

Oct 21, 2015

NOTICE OF ANNUAL GENERAL MEETING 2015 EXPLANATORY STATEMENT AND PROXY FORM

ABN 81 104 662 259 GLOBAL CONSTRUCTION SERVICES LIMITED

For the Annual General Meeting to be held at Training Room 2, Conference Centre, QV1 Building, 250 St Georges Terrace, Perth WA on Tuesday, 24 November 2015 commencing at 11:00am (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.

Chairman's Letter CHAIRMAN'S LETTER

1

DEAR FELLOW SHAREHOLDERS

The 2015 Annual General Meeting (AGM) of Global Construction Services Limited (GCS) will take place at Training Room 2, Conference Centre, QV1 Building, 250 St Georges Terrace, Perth WA on Tuesday, 24 November 2015 commencing at 11:00am (WST).

On the agenda for this year's AGM are the following items:

• receipt of the company's financial and statutory reports for FY2015;
• the re-election of Sam Mangione as a Non-Executive Director;
• adoption of the Company's remuneration report; and
• the approval of a 10% placement facility under the ASX Listing Rules.

These resolutions are explained in more detail in the enclosed Notice of Meeting and the Explanatory Statement.

I look forward to welcoming you at the AGM and updating you on GCS's business and operations.

I would encourage you to cast your vote on these important agenda items, however if you are unable to attend in person, you are able to vote by either; appointing a proxy to attend and vote on your behalf; or by lodging your vote on-line at www.computershare.com.au.

We also encourage you to submit any questions you have in advance of the meeting.

Yours sincerely

Peter Wade Chairman

We are committed to safety – it's our primary focus and a part of our culture.

Notice is hereby given that the 2015 Annual General Meeting of Shareholders of Global Construction Services Limited (ACN 104 662 259) ("GCS" or the "Company") will be held at Training Room 2, Conference Centre, QV1 Building, 250 St Georges Terrace, Perth WA on Tuesday, 24 November 2015 commencing at 11:00am (WST) for the purpose of transacting the following business.

ORDINARY BUSINESS

FINANCIAL STATEMENTS AND REPORTS FOR THE YEAR ENDED 30 JUNE 2015

To receive and consider the Annual Financial Statements of the Company for the year ended 30 June 2015 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 the following as an ordinary resolution:

"That the Remuneration Report, as set out in the Annual Report for the year ended 30 June 2015, be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

VOTING EXCLUSION

The Company will disregard any votes cast on Resolution 1 (in any capacity) by, or on behalf of, a Restricted Voter1 . However, the Company need not disregard a vote if it is cast:

• a. by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• b. by the Chairman of the Meeting as proxy for a person who is entitled to vote and the appointment expressly authorises the Chairman to exercise the proxy, and it is not cast on behalf of a Restricted Voter1 .

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 (such as close family members and any controlled companies).

RESOLUTION 2: RE-ELECTION OF MR SALVATORE MANGIONE

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

"That Mr Salvatore Tomo Mangione, being a Director of the Company who, in accordance with article 6.3 of the Company's Constitution, retires by rotation and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY

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

"That, pursuant to, and in accordance with, Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

VOTING EXCLUSION

The Company will disregard any votes cast on Resolution 3 by a person (and any associates of such a person) who may participate in the 10% placement facility contemplated by Resolution 3 and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 3 is passed.

However, the Company need not disregard a vote if it is cast:

• a. by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• b. by the Chairman 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 15 October 2015 By Order of the Board

Gabriel Chiappini Company Secretary Global Construction Services Limited

We offer local and regional expertise backed by national capabilities to deliver the best project outcomes.

(CONTINUED)

VOTING

Shareholders can vote in the following ways:

• attending the Meeting and voting in person, by attorney or, in the case of corporate Shareholders, by corporate representative; or
• 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. Sunday, 22 November 2015 at 11:00am (WST) to:

Computershare Investor Services Pty Ltd GPO Box 242, Melbourne VIC 3001 Australia

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.

Members of the Key Management Personnel (which includes each of the Directors) and their Closely Related Parties will not be able to vote as proxy on Resolution 1 unless the appointing Shareholder tells them how to vote, or in the case of the Chairman of the Meeting, unless the Shareholder expressly authorizes him to do so.

If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chairman) or a Closely Related Party of a member of the Key Management Personnel as their proxy, the Shareholder should ensure that they direct the proxy how to vote on Resolution 1.

If a Shareholder intends to appoint the Chairman of the Meeting as their proxy for Resolution 1, Shareholders can direct the Chairman how to vote by marking one of the boxes for Resolution 1 (for example, if the Shareholder wishes to vote 'for' or 'against', or to 'abstain' from voting). If a Shareholder appoints the Chairman of the Meeting as their proxy and the Shareholder does not direct the Chairman how to vote on Resolution 1, then, by completing and returning the proxy form, the Shareholder will be expressly authorizing the Chairman of the Meeting to exercise their undirected proxy on Resolution 1, even though that Resolution is connected with the remuneration of the Key Management Personnel.

The Chairman of the Meeting intends to vote all undirected and available proxies in favour of each Resolution.

The proxy form accompanying this Notice of Annual General Meeting provides further details on appointing proxies and lodging proxy forms.

VOTING ENTITLEMENTS

In accordance with Regulation 7.11.37 of the Corporations Regulations, 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 11:00am (WST) on 22 November 2015. 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 GCS.

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 2015 together with the Directors' Declaration and Report in relation to that financial year and the Auditor's Report on the 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.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Directors' Report for the year ended 30 June 2015 contains a Remuneration Report which sets out the policies, 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 be considered and voted on by Shareholders.

The Remuneration Report is set out in the Company's 2015 Annual Report which is also available on the Company's website (www.gcsgroup.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, the Board will take the outcome of the vote into consideration when reviewing the Company's remuneration practices and policies.

RESOLUTION 2: RE-ELECTION OF SALVATORE MANGIONE

In accordance with article 6.3 of the Company's Constitution, Mr Salvatore Tomo Mangione will retire by rotation at the Annual General Meeting and, being eligible, offers himself for re-election at the Annual General Meeting.

Mr Mangione holds a Bachelor of Business degree and has been associated with the GCS Group since July 2005. Mr Mangione has over twenty-five 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 Resolution 2, recommends Shareholders vote in favour of the Resolution.

(CONTINUED)

RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY

Listing Rule 7.1A permits eligible entities to seek shareholder approval by special resolution at an annual general meeting to issue Equity Securities equivalent to an additional 10% of the number of ordinary shares on issue by way of placements over the 12-month period following the annual general meeting (10% Placement Facility). This 10% Placement Facility is in addition to the 15% placement capacity permitted by Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that, as at the date of the relevant annual general meeting:

• a. has a market capitalisation of A$300 million or less; and
• b. is not included in the S&P/ASX300 Index.

As at the date of this Explanatory Statement, the Company's market capitalization is approximately $[96] million and the Company is not included in the S&P/ASX300 Index and, accordingly, the Company satisfies both the above criteria. The Company anticipates that it will satisfy both these criteria at the date of the Annual General Meeting.

Resolution 3 seeks the approval of Shareholders by special resolution of the 10% Placement Facility on the terms set out in this Explanatory Statement.

The Board of Directors believes that Resolution 3 is in the best interests of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of Resolution 3.

Number of Equity Securities that may be issued under the 10% Placement Facility

The exact number of Equity Securities which may be issued, or the Company may agree to issue, under the 10% Placement Facility will be calculated in accordance with the formula set out in Listing Rule 7.1A.2, being:

(A X D) – E

Where:

A = The number of fully paid ordinary shares on issue 12 months before the issue date or date of agreement to issue:

• plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;
• plus the number of partly paid ordinary shares that became fully paid in the 12 months;
• plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rule 7.1 and 7.4; and
• less the number of fully paid ordinary shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D = 10%

E = The number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the issue date or date of agreement to issue that are not issued with the approval of holders of ordinary shares under Listing Rule 7.1 or 7.4.

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Explanatory Statement, the Company has only one class of quoted Equity Securities on issue – its ordinary shares.

Information required by Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided in respect of the 10% Placement Facility:

a. Minimum price

The minimum price at which the Equity Securities may be issued will be no less than 75% of the volume weighted average price of the Equity Securities calculated over the 15 trading days on which trades were recorded immediately before:

• the date on which the price at which the Equity Securities are to be issued is agreed; or
• if the Equity Securities are not issued within 5 trading dates of the date in the bullet point above, the date on which the Equity Securities are issued.

b. Risk of economic and voting dilution

If Resolution 3 is passed by Shareholders at the Annual General Meeting and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders face the risk of economic and voting dilution as a result of the issue of Equity Securities under the 10% Placement Facility, including the following:

• the market price for the Equity Securities may be significantly lower on the issue date than on the date on which this approval is sought; and
• the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the issue date or the Equity Securities are issued as part of the consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Shares on issue as at the date of this Notice.

The table shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Facility. Specifically, the table shows two examples where Variable A has increased, by 50% and 100%. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval. The table also shows two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

		Dilution
Number ofshares on issue		AU$0.24	AU$0.48	AU$0.96
(Variable 'A' underListing Rule 7.1A.2)		(50% decrease incurrent issue price)	(Current issue price)	(100% increase inissue price)
200,284,332(current)	Shares issued	20,028,433	20,028,433	20,028,433
	Funds raised	$4,806,823	$9,613,647	$19,227,295
300,426,498	Shares issued	30,042,649	30,042,649	30,042,649
(50% increase)	Funds raised	$7,210,235	$14,420,471	$28,840,943
400,568,664	Shares issued	40,056,866	40,056,866	40,056,866
(100% increase)	Funds raised	$9,613,647	$19,227,295	$38,454,591

The table above has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
• The current Shares on issue are the Shares on issue as at 15 October 2015.
• The current issue price set out above is the closing price of the Shares on the ASX on 15 October 2015.
• The table shows only the effect of the issue of Equity Securities under Listing rule 7.1A, not under the 15% capacity under Listing Rule 7.1.
• In the 12 months prior to the Annual General Meeting, the Company has not issued any Shares that were not either under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
• The calculations above do not show the dilution to which any one particular Shareholder will be subject. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

(CONTINUED)

c. Date of issue

Equity Securities may only be issued under the 10% Placement Facility during the period commencing on the date of the Annual General Meeting, if the facility is approved by Shareholders, and expiring on the first to occur of the following:

• 12 months after the date of the Annual General Meeting; and
• the date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking), or such longer period if allowed by ASX.
• d. Purpose of issue under 10% Placement Facility

[Note: This section will constrain the use the Company can make of its 10% Placement Facility. GCS to consider if shares might be issued for any other purpose.]

The Company may issue Equity Securities under the 10% Placement Facility for cash consideration the purpose of funds for working capital for the Company or for non-cash consideration for the acquisition of new businesses or assets (in which case the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3).

e. Allocation policy under the 10% Placement Facility

The allottees of the Equity Securities to be issued under the 10% Placement Facility have not yet been determined. However, the allottees may include current Shareholders or new investors (or both), who are not related parties or associates of related parties of the Company.

The Company will determine the allottees at the time of any issue under the 10% Placement Facility, having regard to the following factors:

• the purpose of the issue;
• alternative methods for raising funds available to the Company at that time, including but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
• the effect of the issue of the Equity Securities on the control of the Company;
• the circumstances of the Company, including but not limited to, the financial position and solvency of the Company;
• prevailing market conditions; and
• advice from corporate, financial, and broking advisers (if applicable).

Also, if the Company uses the 10% Placement Facility in the acquisition of new businesses or assets, then it is likely that the allottees will be the vendors of the businesses or assets.

f. Previous approval under ASX Listing Rule 7.1A

The Company has not previously sought (or obtained) approval under Listing Rule 7.1A.

g. Voting Exclusion

A voting exclusion statement in relation to Resolution 3 is included in the Notice of Meeting. As at the date of the Notice, the Company has not approached any existing Shareholder or security holder, or any identifiable class of existing security holders, to participate in an issue of Equity Securities under Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

ENQUIRIES

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

GLOSSARY

The following terms have the following meanings in the Notice of Meeting and 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 the Notice; "Annual Report" means the annual report of the Company for the year ended 30 June 2015;
• "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;
• "Equity Securities" has the meaning given in the Listing Rules;
• "Explanatory Statement" means the 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 the Notice;
• "Notice" or "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.

Our people are the key to our success – experienced, diverse and multi-skilled.

www.gcs-group.com.au Ph: 139 GCS (139 427)

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

Lodge your vote:

By Mail:

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

XX

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

*S00000112Q01*

For your vote to be effective it must be received by 11:00am (WST) Sunday, 22 November 2015

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 or abstain as they choose (to the extent permitted by law). 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 help tab, "Printable 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

Update your securityholder information:

www.investorcentre.com

Your secure access information is:

SRN/HIN: I9999999999

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

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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

Resolution 3 Approval of 10% Placement Facility