SRG GLOBAL LIMITED — AGM Information 2021

Sep 12, 2021

SRG GLOBAL LIMITED ACN 104 662 259 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10:00am WST

DATE: 14 October 2021

PLACE: River Room, Royal Perth Yacht Club, Australia II Drive, Crawley WA 6009

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 12 October 2021.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021."

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

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER MCMORROW

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

"That, for the purpose of clause 3.7 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Peter McMorrow, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER BRECHT

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

"That, for the purpose of clause 3.7 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Peter Brecht, a Director, retires by rotation, and being eligible, is re-elected as a Director."

5. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO MR DAVID MACGEORGE

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

"That,, for the purposes of ASX Listing Rule 10.14 of the Corporations Act and for all other purposes, approval is given to enable the Company to issue 2,400,000 Performance Rights under the employee incentive scheme titled "Performance Rights Plan" approved by shareholders at the 2018 AGM, on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

Dated: 13 September 2021

By order of the Board

Roger Lee Company Secretary

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
	(a)	a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
	(b)		a Closely Related Party of such a member.
	However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
	(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
	(b)	proxy:	the voter is the Chair and the appointment of the Chair as
		(i)	does not specify the way the proxy is to vote on this Resolution; and
		(ii)	expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 4 – Issue of Performance Rights to Mr			A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
David Macgeorge	(a)	the proxy is either:
		(i)	a member of the Key Management Personnel; or
		(ii)	a Closely Related Party of such a member; and
	(b)	the appointment does not specify the way the proxy is to vote on this Resolution.
	However, the above prohibition does not apply if:
	(a)	the proxy is the Chair; and
	(b)	the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 4 – Issue of	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who
Incentive Performance	is eligible to participate in the employee incentive scheme in
Rights to Mr David	question (including Mr David Macgeorge) or an associate of that
Macgeorge	person or those persons
Resolution 5 – Approval of 7.1A Mandate	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9267 5400.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at https://www.srgglobal.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER MCMORROW

3.1 General

Listing Rule 14.4 and clause 3.7 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

Mr Peter McMorrow, who has served as a Director since September 2018 and was last re-elected on 27 November 2018, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr McMorrow joined the Board of SRG Global as Deputy Chairman in September 2018 and was appointed Chairman on 26 November 2019. Prior to this, Peter was a Director of SRG Limited from 2010 and moved into the role of Chairman in July 2014. He is also a member of the SRG Global Audit Committee and Remuneration & Nomination Committee.

Mr McMorrow has over 40 years' project and executive experience and is a respected leader in the infrastructure and resources industries. Encompassing a wide variety of large and complex infrastructure projects both overseas and within Australia, his industry knowledge extends to all facets of engineering, project identification, winning and delivery as well as management of dynamic, profitable and long lasting business operations.

Prior to joining the Company, Mr McMorrow was Managing Director of Leighton Contractors from 2004 to 2010. Under his guidance, Leighton Contractors expanded considerably with turnover increasing to over \$5 billion and the workforce increasing fourfold to approximately 10,000 employees. Mr McMorrow is currently a Board Member for Valmec Limited.

Mr McMorrow is an advocate for health and safety and brings a strong zero harm vision to both SRG Global and the industry in which it operates.

3.3 Independence

If elected the board considers Mr McMorrow will be an independent director.

3.4 Board recommendation

The Board has reviewed Mr McMorrow's performance since his appointment to the Board and considers that Mr McMorrow's skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the re-election of Mr McMorrow and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER BRECHT

4.1 General

Listing Rule 14.4 and clause 3.7 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

Mr Peter Brecht, who has served as a Director since September 2018 and was last re-elected on 27 November 2018, retires by rotation and seeks re-election.

4.2 Qualifications and other material directorships

Mr Brecht joined the board of the Company in September 2018. Prior to this he had been a non-executive director for SRG Limited since September 2014. Mr Brecht is the Chairman of the SRG Global Remuneration & Nomination Committee.

Mr Brecht has more than 35 years' experience in the construction industry, previously serving as the managing director - Construction Australia for Lendlease, chief executive officer of Bilfinger Berger Australia and managing director of Abigroup.

Mr Brecht is a Board member of Fulton Hogan Limited. He has been a Member of the Australian Institute of Company Directors since 2000.

4.3 Independence

If elected the board considers Mr Brecht will be an independent director.

4.4 Board recommendation

The Board has reviewed Mr Brecht's performance since his appointment to the Board and considers that Mr Brecht's skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the re-election of Mr Brecht and recommends that Shareholders vote in favour of Resolution 3

5. RESOLUTION 4 – ISSUE OF RELATED PARTY PERFORMANCE RIGHTS TO DAVID MACGEORGE

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue up to 2,400,000 Performance Rights to David Macgeorge (or their nominee) pursuant to the Performance Rights Plan approved by shareholders at the 2018 AGM and on the terms and conditions set out below (Incentive Performance Rights).

5.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Incentive Performance Rights to Mr Macgeorge (or their nominee) constitutes giving a financial benefit and Mr Macgeorge is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Macgeorge) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Performance Rights, because the issue of Performance Rights constitutes reasonable remuneration payable to Mr Macgeorge.

5.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

• 10.14.1 a director of the entity;
• 10.14.2 an associate of a director of the entity; or
• 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by security holders.

The issue of Incentive Performance Rights to Mr Macgeorge falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolution 4 seeks the required Shareholder approval for the issue of the Incentive Performance Rights under and for the purposes of Listing Rule 10.14

5.4 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Incentive Performance Rights to Mr Macgeorge under the Performance Rights Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Performance Rights will not use up any of the Company's 15% annual placement capacity.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Incentive Performance Rights to Mr Macgeorge under the Performance Rights Plan.

5.5 Technical information required by Listing Rule 10.15

Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolution 4:

• (a) the Incentive Performance Rights will be issued to Mr Macgeorge (or their nominee), who falls within the category set out in Listing Rule 10.14.1, by virtue of Mr Macgeorge being a Director;
• (b) the maximum number of Incentive Performance Rights to be issued to Mr Macgeorge (or their nominee) is 2,400,000;
• (c) the current total remuneration package for Mr Macgeorge comprises Total Fixed Remuneration (TFR) of \$926,500 and a maximum short term incentive of up to 100% of base salary paid in cash (which is equivalent to \$846,119);
• (d) 1,400,000 Performance Rights were previously issued to Mr Macgeorge for nil cash consideration under the Performance Rights Plan on 26 November 2019;
• (e) a summary of the material terms and conditions of the Incentive Performance Rights is set out in Schedule 1;
• (f) the Incentive Performance Rights are unquoted performance rights. The Company has chosen to grant the Incentive Performance Rights to Mr Macgeorge for the following reasons:
• (i) the Incentive Performance Rights are unlisted, therefore the grant of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders;
• (ii) the issue of Incentive Performance Rights to Mr Macgeorge will align the interests of Mr Macgeorge with those of Shareholders;
• (iii) the issue of the Incentive Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Macgeorge; and
• (iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Performance Rights on the terms proposed;
• (g) if all the Performance Hurdles are met and 100% of the Performance Rights proposed under Resolution 4 vest, the Company considers the Performance Rights to have an approximate total value over a three year period of \$1,260,000, being \$0.525 per Incentive Performance Rights based on the closing price of Shares on the ASX on 7 September 2021;
• (h) the Incentive Performance Rights will be issued to Mr Macgeorge (or their nominee) no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Performance Rights will be issued on one date;

• (i) the issue price of the Incentive Performance Rights will be nil, as such no funds will be raised from the issue of the Incentive Performance Rights;

• (j) a summary of the material terms and conditions of the Performance Rights Plan is set out in Schedule 2;

• (k) no loan is being made to Mr Macgeorge in connection with the acquisition of the Incentive Performance Rights;
• (l) details of any Performance Rights issued under the Performance Rights Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
• (m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Performance Rights Plan after Resolution 4 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

6.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).

An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of \$300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of \$236,272,099 (based on the number of Shares on issue and the closing price of Shares on the ASX on 7 September 2021).

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of \$227,356,171 (based on the number of Shares on issue and the closing price of Shares on the ASX on 18 August 2021).

Resolution 5 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

6.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 5:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;
• (ii) the time and date of the Company's next annual general meeting; and
• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price

The issue of Equity Securities under the 7.1A Mandate are for cash consideration only. Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 6.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate (which can only be issued for cash consideration) for the acquisition of new assets and investments (including expenses associated with such an acquisition) and general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

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 closing market price of Shares and the number of Equity Securities on issue as at 18 August 2021.

The table also 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 7.1A Mandate.

		Dilution
			Issue Price
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting	\$0.255	\$0.510	\$0.765
			50% decrease	Issue Price	50% increase
		dilution	Funds Raised
Current	445,796,415 Shares	44,579,641 Shares	\$11,367,808	\$22,735,616	\$34,103,425
50% increase	668,694,623 Shares	66,869,462 Shares	\$17,051,712	\$34,103,425	\$51,155,138
100% increase	891,592,830 Shares	89,159,283 Shares	\$22,735,617	\$45,471,234	\$68,206,851

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• 1. There are currently 445,796,415 Shares on issue comprising 445,796,415 existing Shares as at the date of this Notice of Meeting;
• 1. The issue price set out above is the closing market price of the Shares on the ASX on 18 August 2021.
• 1. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
• 1. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. The Company does not currently have any Options on issue and has no intention of issuing options prior to the Meeting.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
• 1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and

(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

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

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 8 October 2020 (Previous Approval).

During the 12 month period preceding the date of the Meeting, the Company has not issued any Equity Securities pursuant to the Previous Approval.

GLOSSARY

\$ means Australian dollars.

7.1A Mandate has the meaning given in Section 8.1

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (g) a spouse or child of the member;
• (h) a child of the member's spouse;
• (i) a dependent of the member or the member's spouse;
• (j) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• (k) a company the member controls; or
• (l) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means SRG Global Limited (ACN 104 662 259).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2021.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Variable A means "A" as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS TO DAVID MACGEORGE

(a) Milestones:

The Performance Rights will be subject to the below milestones, over a three-year period ending on 30 June 2025:

• (i) 50% of the Performance Rights will be subject to milestones based on the Company's Absolute Shareholder Return (ASR) or Relative Shareholder Return (RSR) (Shareholder Return Performance Rights):
• (A) one third of the Shareholder Return Performance Rights shall be subject to a milestone based upon the achievement of the ASR or RSR (as determined by the Board in its discretion on the date of Shareholder approval) for the period between 1 July 2021 and 30 June 2023;
• (B) one third of the Shareholder Return Performance Rights shall be subject to a milestone based upon the achievement of the ASR or RSR rate (as determined by the Board in its discretion on 30 June 2022) for the period between 1 July 2022 – 30 June 2024;
• (C) one third of the Shareholder Return Performance Rights shall be subject to a milestone based upon the achievement of the ASR or RSR rate (as determined by the Board in its discretion on 30 June 2023) for the period between 1 July 2023 – 30 June 2025;
• (D) 1 July 2021 30 June 2023, 1 July 2022 30 June 2024 and 1 July 2023 – 30 June 2025 are each a performance period (Performance Period);
• (E) for the purpose of (i)(A), (i)(B) and (i)(C) the ASR performance will be the percentage change in the Share price of the Company measured over the relevant Performance Period as adjusted to included dividend returns. The vesting of the Shareholder Return Performance Rights in respect of the ASR milestone will be subject to the Board determining the relevant ASR milestone and that percentage of Shareholder Return Performance Rights to be subject to the ASR milestone; and

• (F) for the purpose of (i)(A), (i)(B) and (i)(C) RSR is a measure of the performance of the Company's Shares over each Performance Period as compared to a relevant ASX index or a relevant peer group (Comparison Group) as defined by the Company. RSR milestones are valuable because the Company needs to outperform the Comparison Group for participants to receive any rewards and, therefore, is aligned to relative market performance. The RSR milestone is measured as the percentage movement in the Share price of the Company relative to the Comparison Group. The vesting of the Shareholder Return Performance Rights in respect of the RSR milestone will be subject to the Board determining the relevant RSR milestone and that percentage of Shareholder Return Performance Rights to be subject to the RSR milestone.

• (G) For the purpose of (i)(A), (i)(B) and (i)(C), the share price comparison will be based on the 5 day volume weighted average price of Shares quoted on the applicable stock exchange immediately prior to commencement of the relevant Performance Period and immediately prior to the end of the relevant Performance Period,

• (ii) 50% of the Performance Rights will be subject to milestones based on the Company's compound annual growth rate in earnings per share (EPS) (EPS Performance Rights),
• (A) one third of the EPS Performance Rights shall be subject to a milestone based upon the Company's EPS growth rate (as determined by the Board in its discretion on the date of Shareholder approval) for the period between 1 July 2021 and 30 June 2023;
• (B) one third of the EPS Performance Rights shall be subject to a milestone based upon the Company's EPS growth rate (as determined by the Board in its discretion on 30 June 2022) for the period between 1 July 2022 – 30 June 2024;
• (C) one third of the EPS Performance Rights shall be subject to a milestone based upon the Company's EPS growth rate (as determined by the Board in its discretion on 30 June 2023) for the period between 1 July 2023 – 30 June 2025;
• (D) for the purpose of (ii)(A), (ii)(B) and (ii)(C), the EPS will be based on the underlying earnings per Share as disclosed by the Company to ASX for each relevant Performance Period,

(together, the Milestones).

The Board will assess the overall performance of the Company at the end of each Performance Period, based on the vesting conditions. This assessment will determine the extent of vesting of the Shareholder Return Performance Rights and EPS Performance Rights. The results achieved will be communicated to participants, including Mr Macgeorge, and to Shareholders as part of the Company's annual remuneration reporting obligations.

(b) Notification to holder:

The Company shall notify the holder in writing when the relevant Milestones have been satisfied.

(c) Vesting and Retention:

The relevant Performance Rights shall accumulate in accordance with the Milestones across the Performance Periods.

(d) Consideration:

The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights.

(e) Conversion:

Upon satisfaction of the relevant Performance Rights vesting, each Performance Right will, at the election of the holder, vest and convert into one Share.

(f) Lapse of a Performance Right:

If the Milestone attaching to a Performance Right has not been satisfied in the time periods set out above, it will automatically lapse on 30 September 2025.

(g) Share ranking:

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(h) Listing of Shares on ASX:

The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the vesting of Performance Rights on ASX within the period required by ASX.

(i) Transfer of Performance Rights:

A Performance Right is only transferable:

• (i) with the prior written consent of the board; or
• (ii) by force of law upon death to the holder's legal personal representative or upon bankruptcy to the holder's trustee in bankruptcy.

(j) Participation in new issues:

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

(k) Adjustment for bonus issue:

If securities are issued pro-rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the number of Performance Rights to which each holder is entitled, will be increased by that number of securities which the holder would have been entitled if the Performance Rights held by the holder were vested immediately prior to the record date of the bonus issue, and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the bonus issue.

(l) Adjustment for reconstruction:

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right (including the Vesting Conditions) are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(m) Dividend and Voting Rights:

A Performance Right does not confer upon the holder an entitlement to vote or receive dividends.

SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS PLAN

• (a) Eligibility: Participants in the:
• (i) Performance Rights Plan may be:
  • (A) an executive director of the Company and any Associated Body Corporate of the Company (each a Group Company);
  • (B) a full or part time employee of any Group Company;
  • (C) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order); or
  • (D) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (A), (B), or (C) above,

who is declared by the Board to be eligible to receive grants of Performance Rights under the Performance Rights Plan,

(Eligible Participants).

• (b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Securities, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.
• (c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Securities offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
• (d) Issue price: Performance Rights issued under the Performance Rights Plan will be issued for nil cash consideration.
• (e) Vesting Conditions: A Security issued under the Plan may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Security.

• (f) Vesting: The Board may in its absolute discretion (except in respect of a Change of Control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Securities have been granted under the Plan or their nominee where the Securities have been granted to the nominee of the Eligible Participant (the Relevant Person)), resolve to waive any of the Vesting Conditions applying to Securities due to:

• (i) Special Circumstances arising in relation to a Relevant Person in respect of those Securities, being the following circumstances:

• (A) a Relevant Person ceasing to be an Eligible Participant dueto:
  • (I) death or Total or Permanent Disability of a Relevant Person; or
  • (II) Retirement or Redundancy of a Relevant Person;
• (B) a Relevant Person suffering Severe Financial Hardship;
• (C) any other circumstance stated to constitute "Special Circumstances" in the terms of the relevant Offer made to and accepted by the Participant; or
• (D) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or
• (ii) a Change of Control occurring; or
• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
• (g) Lapse of a Security: A Security will lapse upon the earlier to occur of:
• (i) an unauthorised dealing in the Security;
• (ii) a Vesting Condition in relation to the Security is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Security in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Securities to remain unvested after the Relevant Person ceases to be an Eligible Participant;
• (iii) in respect of unvested Security only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Security in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Securities to remain unvested after the Relevant Person ceases to be an Eligible Participant;
• (iv) in respect of vested Securities only, a relevant person ceases to be an Eligible Participant and the Security granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an EligibleParticipant;
• (v) the Board deems that a Security lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant; or

• (vi) the expiry date of the Security.

• (h) Shares: Shares resulting from the exercise of the Securities shall, subject to any Sale Restrictions (refer paragraph (i)) from the date of issue, rank on equal terms with all other Shares on issue.

• (i) Sale Restrictions: The Board may, in its discretion, determine at any time up until exercise of Securities, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Securities up to a maximum of seven (7) years from the grant date of the Securities. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction perioddetermined.
• (j) No Participation Rights: There are no participating rights or entitlements inherent in the Securities and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Securities.
• (k) Change in exercise price of number of underlying securities: Unless specified in the offer of the Securities and subject to compliance with the ASX Listing Rules, a Security does not confer the right to a change in exercise price or in the number of underlying Shares over which the Security can be exercised.
• (l) Reorganisation: If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Security are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

Need assistance?

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

Online: www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Tuesday, 12 October 2021.

Proxy Form

How to Vote on Items of Business Lodge your Proxy Form:

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 FOR POSTAL FORMS

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.

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

XX

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised

QR code. Your secure access information is

SRN/HIN: Control Number: 185733

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

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

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.

Step 1

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf XX

I/We being a member/s of SRG Global Limited hereby appoint

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of SRG Global Limited to be held at River Room, Royal Perth Yacht Club, Australia II Drive, Crawley, WA 6009 on Thursday, 14 October 2021 at 10:00am (AWST) 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 Resolutions 1 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 4 are 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 Resolutions 1 and 4 by marking the appropriate box in step 2.

Step 2	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	Against	Abstain
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Peter McMorrow
Resolution 3	Re-election of Director – Mr Peter Brecht
Resolution 4	Issue of Performance Rights to Mr David Macgeorge
Resolution 5	Approval of 7.1A Mandate

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.

Step 3	Signature of Securityholder(s)		This section must be completed.
Individual or Securityholder 1	Securityholder 2		Securityholder 3
				/ /
Sole Director & Sole Company Secretary	Director		Director/Company Secretary	Date
Update your communication details	(Optional)		By providing your email address, you consent to receive future Notice
Mobile Number		Email Address	of Meeting & Proxy communications electronically
S R G	2 7 9	9 9 5 A