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SRG GLOBAL LIMITED Capital/Financing Update 2012

Sep 13, 2012

65852_rns_2012-09-13_a1556516-2f22-49e6-ad2d-ab846a97eb1c.pdf

Capital/Financing Update

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ASX RELEASE

14 September 2012

Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade Perth, WA 6000

Dispatch of Retail Entitlement Offer Booklet and Entitlement Acceptance Form

Please find attached copies of the following documents that were today dispatched to retail shareholders of Global Construction Services Limited (ASX: GCS) who are eligible to participate in the retail component of the accelerated nonrenounceable entitlement offer ("Retail Entitlement Offer") announced 7 September 2012

  • Retail Entitlement Offer Booklet; and
  • Entitlement and Acceptance Form

Attached is also a copy of the letter sent to retail shareholders of Global Construction Services Limited who are ineligible to participate in the Retail Entitlement Offer

Yours sincerely

Vince Gerasolo Company Secretary

Retail Offer Booklet

Non-renounceable pro-rata entitlement offer by Global Construction Services Limited to Eligible Retail Shareholders of 5 New Shares for every 16 Shares held on the Record Date at an offer price of $0.60 per New Share.

This Retail Entitlement Offer opens on 14 September 2012 and closes at 5.00 pm (Sydney time) on 2 October 2012 (unless extended). Valid acceptances must be received before that time.

Lead Manager and Underwriter

Bell Potter Securities

This is an important document and requires your immediate attention. You should read this document in its entirety before making any investment decision. If you are in any doubt about what to do, please consult your professional adviser.

This document is not a prospectus or other form of disclosure document. It does not contain all of the information that an investor may require to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered under this Retail Offer Booklet.

Table of Contents

IMPORTANT INFORMATION
LETTER FROM THE CHAIRMAN
KEY DETAILS RELATING TO THE RETAIL ENTITLEMENT OFFER
ANSWERS TO KEY QUESTIONS
1 DETAILS OF ENTITLEMENT OFFER AND ELIGIBILITY
2 HOW TO APPLY FOR NEW SHARES
$3^{\circ}$ ASX ANNOUNCEMENTS
4 1 ADDITIONAL INFORMATION
5 5 DEFINITIONS
6 CORPORATE DIRECTORY

IMPORTANT INFORMATION

This Retail Offer Booklet has been prepared by Global Construction Services Limited ABN 81 104 662 259 (GCS Group or Company) and is dated 14 September 2012. This Retail Offer Booklet is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC. The Retail Entitlement Offer contained in this Retail Offer Booklet is being made without disclosure in accordance with section 708AA of the Corporations Act, as modified by ASIC Class Order 08/35.

Neither ASIC nor ASX, nor any of their officers or employees takes responsibility for the Retail Entitlement Offer or the merits of the investment to which the Retail Entitlement Offer relates.

The Retail Offer Booklet does not constitute financial product advice and has been prepared without taking into account Eligible Retail Shareholders' investment objectives, financial circumstances or particular needs. The Retail Offer Booklet does not purport to contain all the information that Eligible Retail Shareholders may require to make an informed investment decision regarding, or about the rights attaching to, the New Shares. If, after reading this Retail Offer Booklet, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, lawyer, accountant or other professional adviser.

Before deciding whether to apply for New Shares, each Eligible Retail Shareholder should consider whether GCS is a suitable investment for them in light of their own investment objectives and financial circumstances and should seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether or not to invest.

Investment Risks

There are a number of risk factors that could potentially impact on GCS and its operations. For information about these risks, please refer to the "Key Risks" section of the GCS FY12 Results and Capital Raising Presentation included in section 3.1. The potential tax effects of the Retail Entitlement Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax advisers. Applications for New Shares, by Eligible Retail Shareholders can only be made on the Entitlement and Acceptance Form sent to Eligible Retail Shareholders which accompanies this Retail Offer Booklet.

Future performance and forward looking statements

Applicants for New Shares should note that the past share price performance of GCS provides no guidance as to its future share price performance. Any financial information provided in this Retail Offer Booklet is for illustrative purposes only and is not represented as being indicative of GCS' future financial performance.

Any forward looking statements in this Retail Offer Booklet are based on GCS' current expectations about future events. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of GCS and its Directors, which could cause actual results, performance and achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Retail Offer Booklet.

Ineligible Retail Shareholders

The Retail Entitlement Offer is only made to Eligible Retail Shareholders. The Retail Entitlement Offer is not extended to, and no New Shares are offered or will be issued to, persons with registered addresses outside Australia or New Zealand (Ineligible Retail Shareholders).

GCS considers it is unreasonable to extend the Retail Entitlement Offer to Shareholders with registered addresses in jurisdictions outside Australia and New Zealand having regard to the small number and value of New Shares that would be offered in such jurisdictions and the cost of complying with the legal and regulatory requirements in those jurisdictions.

Foreign jurisdictions and restrictions on the distribution of this Retail Offer Booklet

This Retail Offer Booklet and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of New Shares in any place outside Australia or New Zealand. The distribution of this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form outside of Australia or New Zealand may be restricted by law and persons who come into possession of this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws. By applying for New Shares under this Retail Offer Booklet, including by submitting the Entitlement and Acceptance Form or making a payment by BPAY®1 you represent and warrant that there has been no breach of such laws.

The Company disclaims all liabilities to such persons. Eligible Shareholders who are not resident in Australia or New Zealand are responsible for ensuring that taking up New Shares under the Retail Entitlement Offer does not breach the selling restrictions set out in this Retail Offer Booklet or otherwise violate the securities laws in the relevant overseas jurisdictions.

In particular, the Entitlement Offer and Placement have not been, and will not be, registered under the Securities Act of 1933 (US) or the securities laws of any State of the United States and is not being made in the United States or to persons resident in the United States. Without limitation, neither this Retail Offer Booklet nor the accompanying Entitlement and Acceptance Form may be sent to investors in the United States or otherwise distributed in the United States.

Neither the information in this booklet nor the accompanying Entitlement and Acceptance Form constitutes an offer of securities for sale in the United States or to persons that are, or are acting for the account or benefit of, a U.S. Person. Neither this information nor the accompanying Entitlement and Acceptance Form may be distributed to or relied upon by, persons in the United States or that are, or are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Retail Offer Booklet and the accompanying Entitlement and Acceptance Form have not been registered, filed or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This Retail Offer Booklet is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

No action has been taken to register or qualify this Retail Offer Booklet, the New Shares, or the Entitlement Offer or Placement, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia and New Zealand.

Disclaimer

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer not contained in this Retail Offer Booklet. Any information or representation not contained in this Retail Offer Booklet may not be relied on as having been authorised by GCS, or its related bodies corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, neither GCS, nor any other person, warrants the future performance of GCS or any return on any investment made under this Retail Entitlement Offer.

Neither the Lead Manager and Underwriter, the Co-Manager, nor any of their or GCS' respective advisers nor any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Retail Offer Booklet and they do not take any responsibility for the information set out in this Retail Offer Booklet or any action taken by you on the basis of such information.

To the maximum extent permitted by law, the Lead Manager and Underwriter, the Co-Manager, each of their or GCS' respective advisers and their respective affiliates, related bodies corporate, directors,

1 ® Registered to BPAY Pty Ltd ABN 69 079 137 518

officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Retail Entitlement Offer or this Retail Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

Neither the Lead Manager and Underwriter, the Co-Manger nor any of their or GCS' respective advisers nor any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Retail Entitlement Offer, nor do they make any representations or warranties to you concerning this Retail Entitlement Offer, or any such information and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager and Underwriter, the Co-Manager, each of their or GCS' respective advisers or their respective affiliates, related bodies corporate, directors, officers, partners, employees, representatives or agents in relation to the New Shares or the Retail Entitlement Offer generally.

Other than in respect of the ASX Announcements included in section 3, statements made in this Retail Entitlement Booklet are made only as the date of this Retail Entitlement Booklet. The information in this Retail Entitlement Booklet remains subject to change without notice.

Defined terms and abbreviations

Terms and abbreviations used in this Retail Offer Booklet are defined in section 5.

References to sections are to sections of this Retail Offer Booklet, unless otherwise stated.

Queries

If you have not received a personalised Entitlement and Acceptance Form or have any queries on how to complete the Entitlement and Acceptance Form, please contact the Share Registry on 1300 764 094 (within Australia) or +61 3 9415 4266 (outside Australia) .

LETTER FROM THE CHAIRMAN

14 September 2012

Dear Shareholder,

On behalf of Global Construction Services Limited ("GCS" or the "Company"), I am pleased to invite you to participate in the retail component of a fully underwritten 5-for-16 non-renounceable pro rata entitlement offer ("Retail Entitlement Offer") at an offer price of $0.60 per New Share ("Offer Price") to raise up to approximately $4.9 million (before expenses).

On 7 September 2012, GCS announced its intention to undertake a capital raising of up to approximately $10.4 million via an institutional placement ("Placement") and a non-renounceable accelerated pro-rata entitlement offer ("Entitlement Offer") to all Eligible Shareholders to raise up to approximately $21.8 million. The Entitlement Offer consists of an institutional entitlement offer ("Institutional Entitlement Offer") to raise approximately $16.9 million (before expenses) and the Retail Entitlement Offer.

The Institutional Placement and the Institutional Entitlement Offer were successfully completed on 7 September 2012.

Bell Potter Securities Limited was Lead Manager of the Institutional Placement and the Institutional Entitlement Offer and is also the Lead Manager and Underwriter of the Retail Entitlement Offer. Argonaut Securities Pty Ltd was appointed as Co-Manager of the Institutional Entitlement Offer and Institutional Placement.

The proceeds of the capital raising will be used to reduce GCS' net debt, allowing scope for continued growth across its businesses and improving GCS' leverage metrics and to provide additional working capital. Further details are provided in the FY12 Results and Capital Raising Presentation included in this Retail Offer Booklet.

Under the Retail Entitlement Offer, Eligible Retail Shareholders are being given the opportunity to subscribe for 5 New Shares for every 16 GCS Shares held at 7:00pm (Sydney time) on Monday, 10 September 2012 at the Offer price of $0.60 per New Share.

The Offer Price represents a discount of 28.1% to GCS' last closing price on 31 August 2012 (being the last day on which Shares in GCS traded before GCS announced that it intended to conduct the Entitlement Offer and Placement) and 38.7% to the 10 day VWAP calculated with reference to the last closing price on 31 August 2012.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable.

Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements and their equity interest in the Company will be diluted.

This Retail Offer Booklet contains important information about the Retail Entitlement Offer, including a personalised Entitlement and Acceptance Form which details your entitlement to new shares in GCS. If you are an Eligible Retail Shareholder, and you wish to apply for all or some of the shares making up your entitlement, you must complete the accompanying Entitlement and Acceptance Form and lodge it together with a cheque or payment through BPAY. If paying by BPAY you do not need to return the Entitlement and Acceptance Form.

This Retail Offer Booklet should be read carefully and in its entirety before deciding whether or not to participate in the Retail Entitlement Offer. In particular, you should consider the key risk factors outlined in the Capital Raising Presentation (included in this Retail Offer Booklet).

If you have any questions in respect of the Retail Entitlement Offer, please consult your stockbroker, accountant, lawyer or other professional adviser.

On behalf of the Board of GCS, I invite you to consider this investment opportunity and thank you for your ongoing support of our Company.

Yours Sincerely

Mr Peter Wade Chairman

KEY DETAILS RELATING TO THE RETAIL ENTITLEMENT OFFER

Key data relating to the Retail Entitlement Offer
Retail Entitlement Offer 5 New Shares for every 16 Sharesheld on the Record Date
Offer Price per New Share $0.60
Discount of the Offer Price to the closing price of Shareson ASX on 31 August 2012 (being the last day on whichShares in GCS traded before announcement that itintended to conduct the Entitlement Offer and Placement) 28.1%
Discount of the Offer price to the 10 day VWAP calculatedwith reference to GCS' last closing price on 31 August2012 (being the last day on which Shares in GCS tradedbefore GCS announced that it intended to conduct theEntitlement Offer and Placement). 38.7%
Maximum number of New Shares to be offered under theRetail Entitlement Offer 8,261,431* New Shares
Approximate proceeds from the Retail Entitlement Offer(before expenses) $4.9 million*

* Subject to rounding-up and reconciliation of holdings (see Section 1.18) and assuming the Retail Entitlement Offer is fully subscribed.

Summary of key Retail Entitlement Offer dates**
Trading halt Monday, 3 September 2012
Announcement of the Retail Entitlement Offer Friday, 7 September 2012
Securities resume trading on an "ex"-entitlement basis Monday, 10 September 2012
Record Date to determine Entitlements 7.00pm (Sydney Time) on Monday,10 September 2012
Despatch of Retail Offer Booklet and Entitlement andAcceptance Forms Friday, 14 September 2012
Retail Entitlement Offer opens Friday, 14 September 2012
Closing Date 5.00pm (Sydney Time) on Tuesday,2 October 2012
Allotment of New Shares Wednesday, 10 October 2012
Holding statements expected to be despatched toShareholders Wednesday, 10 October 2012
Trading of New Shares expected to commence on ASX Thursday, 11 October 2012

** These dates are indicative only and are subject to change. GCS reserves the right, subject to the Corporations Act and the Listing Rules, to amend this indicative timetable in consultation with the Lead Manager and Underwriter. In particular, GCS reserves the right to extend the Closing Date, accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw or vary the Retail Entitlement Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date for the allotment of New Shares.

ANSWERS TO KEY QUESTIONS

Question Answer Further Information
What is the Entitlement The Entitlement Offer constitutes the offer of5 New Shares for every 16 Shares held atan Offer Price of $0.60 per New Share. Section 1.1
Offer? The Entitlement Offer comprises the RetailEntitlementOfferandtheInstitutionalEntitlement Offer.
Who can participate in theRetail Entitlement Offer? OnlyEligibleRetailShareholderscanparticipate in the Retail Entitlement Offer. Section 1.4
EligibleRetailShareholdersareretailshareholdersofGCSwithregisteredaddresses in Australia and New Zealand andwho are registered holders of Shares at 7:00pm (Sydney Time) on the Record Date.
How much do I have to payto participate in the Retail The Offer Price for each New Share is$0.60. Section 1.6
Entitlement Offer? You may subscribe for all, or part, of yourEntitlement.
What are the terms of theNew Shares? The New Shares issued under the RetailEntitlement Offer will rank equally with allexisting GCS shares. Section 1.17
What is the purpose of theRetail Entitlement Offer? Proceeds from the Retail Entitlement Offer,along with proceeds from the Placement andInstitutional Entitlement Offer, will be used toreduce GCS' net debt, allowing scope forcontinued growth across its businesses andimproving GCS' leverage metrics and toprovide additional working capital. Section 3
Is the Entitlement Offerunderwritten? The New Shares to be issued under theRetail Entitlement Offer are fully underwrittenby the Underwriter. Any New Shares whicharenotsubscribedforbyEligibleShareholders who take up their Entitlementwill form part of the Shortfall to be taken upby the Underwriter. Section 1.11
What are the risksassociated with applying forNew Shares under theRetail Entitlement Offer? There are a number of risk factors, bothspecific to GCS and of a general nature,which may affect the future operating andfinancial performance of GCS and the valueof an investment in GCS. "Key Risks" section ofthe GCS FY12Results and CapitalRaising Presentationincluded in section 3.1
An investment in GCS also involves generalrisks associated with any investment in theshare market, including that the price of NewShares may rise or fall.
What are my options? You may either: Section 2
takeupall,orpart,ofyourEntitlement; or
do nothing and allow all of your
Entitlement to lapse, in which case theNewSharescomprisingyourEntitlement may be placed by theDirectorsattheirdiscretioninconsultation with the Lead Managerand Underwriter.
How do I accept myEntitlement? If you are an Eligible Retail Shareholder, andyou wish to apply for all or some of the NewShares making up your Entitlement, youmustcompletetheaccompanyingEntitlement and Acceptance Form and lodgeit together with a cheque or payment throughBPAY for the Application Monies. If paying byBPAYyoudonotneedtoreturntheEntitlement and Acceptance Form. Section 2.2
Please refer to section 2 for further detailson how to accept your Entitlement.
If you have not received a personalisedEntitlement and Acceptance Form, or if youhave any queries about how to accept yourEntitlement, please call the Share Registryon 1300 764 094 (within Australia) or +61(0)3 9415 4266 (outside Australia).
Can I sell or transfer myEntitlement? No. The Retail Entitlement Offer is nonrenounceable and, accordingly, you cannotsell or transfer any of your Entitlement. Section 1.9
How can I obtain furtherinformation? GCS encourages you to seek advice fromyour financial or other professional adviser inrespectoftheRetailEntitlementOfferincluding any possible tax consequences.

1 DETAILS OF ENTITLEMENT OFFER AND ELIGIBILITY

1.1 Overview of the Entitlement Offer and Placement

GCS is undertaking the Entitlement Offer under which it is offering Eligible Shareholders the opportunity to subscribe for 5 New Shares in GCS for every 16 Shares held at an Offer Price of $0.60 per New Share (Offer Price).

The Entitlement Offer is comprised of the following components:

  • (1) Institutional Entitlement Offer Eligible Institutional Shareholders were given the opportunity to take up all or part of their Institutional Entitlement prior to 3.00pm (Sydney Time) on Friday, 7 September 2012. Institutional Entitlements under the Institutional Entitlement Offer were non-renounceable and were not able to be traded on ASX;
  • (2) Institutional Shortfall Bookbuild Institutional Entitlements not taken up and Shares that would have otherwise been offered to ineligible institutional shareholders had they been eligible to participate in the Institutional Entitlement Offer were placed through a bookbuild process on Friday, 7 September 2012;
  • (3) Retail Entitlement Offer Eligible Retail Shareholders will be provided with the opportunity to take up all or part of their Entitlement under the Retail Entitlement Offer which is fully underwritten. Entitlements not taken up by Eligible Retail Shareholders by the close of the Retail Entitlement Offer and Shares that would have otherwise been offered to Ineligible Retail Shareholders had they been eligible to participate in the Retail Entitlement Offer will be subscribed for by the Underwriter or sub-underwriters pursuant to the Underwriting Agreement.

In conjunction with the Entitlement Offer, GCS completed a $10.4 million placement of Shares on 7 September 2012 to institutional and sophisticated investors at an issue price of $0.60 per Share (Placement).

Institutional and sophisticated investors who participated in the Placement or the Institutional Entitlement Offer will not be entitled to participate in the Retail Entitlement Offer.

1.2 Results of the Institutional Entitlement Offer, Institutional Shortfall Bookbuild and Placement

Please refer to GCS' ASX Announcement of 10 September 2012 which sets out the results of the Institutional Entitlement Offer, Institutional Shortfall Bookbuild and Placement. A copy of this announcement has been included in section 3.3.

1.3 The Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Shareholders are invited to subscribe for 5 New Shares for every 16 Shares held at 7.00pm (Sydney Time) on Monday, 10 September 2012 (Record Date) at the Offer Price per New Share.

The offer ratio and Offer Price under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer.

The Retail Entitlement Offer opens on Friday, 14 September 2012 and will close at 5.00pm (Sydney Time) Tuesday, 2 October 2012.

The number of New Shares to which you are entitled to subscribe for is shown on the accompanying Entitlement and Acceptance Form. Fractional Entitlements have been rounded up to the nearest whole Share.

1.4 Eligibility to participate in the Retail Entitlement Offer

A person will be eligible to participate in the Retail Entitlement Offer if:

  • (1) the person was a registered holder of Shares at the Record Date;
  • (2) the person's registered address is in Australia or New Zealand; and
  • (3) the person was not invited to participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and was not treated as an ineligible institutional shareholder under the Institutional Entitlement Offer.

GCS reserves the right to determine whether a shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.

GCS may (in its absolute discretion) extend the Retail Entitlement Offer to any institutional Shareholder that was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer (subject to compliance with applicable laws).

1.5 Shareholders outside Australia and New Zealand

The Company has determined that it is not practical for holders of Shares with registered addresses in other jurisdictions to participate in the Retail Entitlement Offer, having regard to the number and value of New Shares they would be offered and the costs of complying with the regulatory requirements in those places.

To the extent that a person holds Shares on behalf of another person resident outside Australia or New Zealand, it is that person's responsibility to ensure that any acceptance complies with all applicable foreign laws.

1.6 Offer Price

The Offer Price payable for each New Share is $0.60 which represents a 28.1% discount to GCS' last closing price on 31 August 2012 (being the last day on which Shares in GCS traded before GCS announced that it intended to conduct the Entitlement Offer and Placement) and a 38.7% discount to the 10 day VWAP calculated with reference to the last closing price on 31 August 2012. Eligible Retail Shareholders will not be obliged to pay brokerage or other fees in respect of New Shares acquired under the Retail Entitlement Offer, although the Company may pay certain professional and other fees to third parties.

Eligible Retail Shareholders should note that the market price of Shares may rise and fall between the date of this Retail Entitlement Offer and the date when New Shares are allotted under the Retail Entitlement Offer. Accordingly, the price you pay per New Share pursuant to this Retail Entitlement Offer may be either higher or lower than the market price of Shares at the time of this Retail Entitlement Offer or at the time the New Shares are allotted under this Retail Entitlement Offer.

GCS recommends that you monitor the price of Shares, which can be found in the financial pages of major Australian metropolitan newspapers, or on the ASX website at www.asx.com.au (ASX code: GCS).

1.7 Closing Date

The Retail Entitlement Offer is scheduled to close at 5.00pm (Sydney Time) on Tuesday, 2 October 2012. Please refer to section 2 for details on how to accept your Entitlement.

Please note that GCS reserves the right, subject to the Corporations Act and the Listing Rules, to amend the Closing Date of the Retail Entitlement Offer in consultation with the Lead Manager and Underwriter. Any extension of the Closing Date will have a consequential effect on the date for the allotment of New Shares.

1.8 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been accepted.

1.9 Non-Renounceable

The Entitlement Offer is made on a non-renounceable basis and, accordingly, Eligible Shareholders may not sell, trade or transfer all or part of their Entitlement. Any New Shares not subscribed for by Eligible Shareholders who take up their Entitlement will form part of the Shortfall and will be subscribed for by the Underwriter or sub-underwriters pursuant to the underwriting agreement.

1.10 Minimum Subscription

There is no minimum subscription for the Entitlement Offer.

1.11 Underwriting

The New Shares to be issued under the Retail Entitlement Offer are fully underwritten by the Underwriter. Any New Shares which are not subscribed for by Eligible Shareholders who take up their Entitlement will form part of the Shortfall to be taken up by the Underwriter.

The Underwriter has entered into sub-underwriting agreements with a number of Directors and Key Management Personnel for approximately $1.6m. Under the terms of these agreements, these parties will be paid 2% of their sub-underwriting commitment. Specifically, the following Directors or entities associated with them have entered sub-underwriting agreements for the number of New Shares outlined below and will be paid the following amounts.

Director New Shares Subunderwritten Directly New Shares Subunderwritten Indirectly Fee Payablefor Direct Subunderwriting
Mr Peter Wade 500,000 Nil $6,000
Mr George Chiari 333,333 500,0001 $4,000
Mr Michael Sertorio 416,667 Nil $5,000
Mr Enzo Gullotti Nil 500,0001 N/A
Mr Sam Mangione Nil 500,0001 N/A

Note 1. GMBC Pty Ltd (as trustee of the GCS Unit Trust) has committed to sub-underwriter the issue of 500,000 Shares under the Retail Entitlement Offer. GMBC Pty Ltd has been paid a fee of $6,000 for providing this sub-underwriting commitment. Mr. George Chiari, Mr. Enzo Gullotti and Mr. Sam Mangione are each directors of GMBC Pty Ltd and beneficiaries of the GCS Unit Trust.

A summary of the Underwriting Agreement, including the events whereby the Underwriter may be released from its obligations under the Underwriting Agreement, are set out in section 4.1.

1.12 Impact of the Entitlement Offer and Placement on your shareholding

The issue of New Shares pursuant to the Retail Entitlement Offer and the issue of new Shares under the Institutional Entitlement Offer and Placement are not expected to have any material effect or consequence on the control of GCS.

However, to the extent that any Shareholder fails to take up their rights for New Shares under the Retail Entitlement Offer, that Shareholder's percentage holding in GCS will be diluted by those other Shareholders who take up some or all of their Entitlement. Shareholders generally will also have their percentage holdings diluted by the issue of Shares in the Placement.

1.13 No Prospectus

The Entitlement Offer complies with the requirements of section 708AA of the Corporations Act as notionally modified by Australian Securities and Investments Commission (ASIC) Class Order [CO 08/35]. Neither this Retail Offer Booklet nor the Entitlement and Acceptance Form is a prospectus for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision. They do not, and are not required to, contain all of the information which would otherwise be required to be disclosed in a prospectus. They are not required to be, and will not be, lodged with ASIC. This Retail Offer Booklet should be read in conjunction with GCS' other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au, in particular GCS' interim and annual report (including the GCS' Interim Financial Report for the financial year ending 30 June 2012 that was released to ASX on 31 August 2012).

1.14 Continuous Disclosure

GCS is a 'disclosing entity' under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

GCS is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, GCS has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of the Shares. That information is available to the public from the ASX.

1.15 Quotation and Trading

GCS has applied to the ASX for official quotation of the New Shares in accordance with the Listing Rule requirements. ASX has advised GCS that official quotation of the New Shares will be granted subject to compliance with certain usual conditions and deferred to a date to be decided by ASX, which is anticipated to be 11 October 2012. If ASX does not grant quotation of the New Shares, GCS will repay all Application Monies (without interest).

GCS disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares before the New Shares are listed on the official list of ASX or receiving their confirmation of issue, whether on the basis of confirmation of the allocation provided by GCS or the GCS Share Registry.

1.16 Allotment of New Shares

GCS expects to issue the New Shares, on or before 10 October 2012 and expects to despatch holding statements for New Shares on or before 10 October 2012. Quotation of New Shares which the Directors exercise their discretion to allot is expected to commence on Thursday, 11 October 2012.

Applications Monies will be held in trust for applicants until New Shares are allotted. Interest earned on Applications Monies will be for the benefit of GCS and will be retained by GCS irrespective of whether New Shares are issued.

1.17 Rights attaching to New Shares

New Shares will be fully paid and rank equally in all respects with existing Shares and will carry the same voting rights, dividend rights and other entitlements at the date they are issued.

The rights and liabilities attaching to the New Shares are set out in GCS' constitution, a copy of which can be obtained from the Company Secretary of GCS.

1.18 Reconciliation, Top-Up Shares and the rights of GCS

The Entitlement Offer is a complex process and in some instances investors may believe that they will own more Shares than they ultimately did as at the Record Date or are otherwise entitled to more Shares than initially offered to them. This may result in a need for reconciliation. If reconciliation is required, it is possible that GCS may need to issue additional Shares (Top-Up Shares) to ensure that the relevant Shareholders receive their appropriate allocation of New Shares. The price at which these Top-Up Shares would be issued is not known.

GCS reserves the right to reduce the size of an Entitlement or the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders or other applicable investors, if GCS believes in its complete discretion that their claims are overstated or if they or their nominees fail to provide information requested to substantiate their claims. In that case, GCS may, in its discretion, require the relevant Shareholder to transfer excess New Shares to another Shareholder or third party at the Offer Price per New Share. If necessary, the relevant Shareholders may need to transfer existing Shares held by them or to purchase additional Shares on-market to meet this obligation. The relevant Shareholder will bear any and all losses caused by subscribing for Shares in excess of their Entitlement and any actions they are required to take in this regard.

By applying under the Entitlement Offer, those doing so irrevocably acknowledge and agree to do the above as required by GCS in its absolute discretion. Those applying acknowledge that there is no time limit on the ability of GCS to require any of the actions set out above.

1.19 Notice to nominees and custodians

Nominees and custodians should note that the Retail Entitlement Offer is not available to Eligible Institutional Shareholders who were invited to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not) and institutional Shareholders who were treated as ineligible institutional shareholders under the Institutional Entitlement Offer.

Persons acting as nominees for other persons must not take up any Entitlements on behalf of, or send any documents related to the Retail Entitlement Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States.

GCS is not required to determine whether or not any registered Shareholder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Shares or Entitlements. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Entitlement Offer by the beneficiary complies with applicable foreign laws. GCS is not able to advise on foreign laws.

1.20 Information availability

If you are in Australia or New Zealand, you can obtain a copy of this Retail Offer Booklet during the term of the Entitlement Offer on GCS' website at www.gcs-group.com.au or you can call the Share Registry on 1300 764 094 (within Australia) or +61 (0)3 9415 4266 (outside Australia) between 8.30am and 5.30pm (Sydney time), Monday to Friday.

A replacement Entitlement and Acceptance Form can also be requested by calling the Share Registry on 1300 764 094 (within Australia) or +61 (0)3 9415 4266 (outside Australia) between 8.30am and 5.30pm (Sydney time), Monday to Friday.

If you access the electronic version of this Retail Offer Booklet, you should ensure that you download and read the entire Retail Offer Booklet. The electronic version of this Retail Offer Booklet on the GCS website will not include an Entitlement and Acceptance Form.

1.21 Privacy

If you complete an Entitlement and Acceptance Form, you will be providing personal information to the Company (directly or through the Share Registry). The Company collects, holds and will use that information to assess your Application, service your needs as a Shareholder of GCS and to facilitate distribution payments and corporate communications to you as a Shareholder of GCS.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that is held about you. If you wish to do so please contact the Share Registry at the relevant contact numbers set out in this Retail Offer Booklet.

Collection, maintenance and disclosure of certain personal information is governed by legislation, including the Privacy Act 1988 (Cth) (as amended) and the Corporations Act. You should note that if all information required on the Entitlement and Acceptance Form is not provided, the Company may not be able to accept or process your Application.

1.22 Risks

An investment in GCS involves general risks associated with any investment in the share market, including that the price of New Shares may rise or fall.

There are also a number of important risk factors, both specific to GCS and of a general nature, which may affect the future operating and financial performance of GCS and the value of an investment in GCS. A number of these specific and general risk factors are described in the "Key Risks" section of the GCS FY12 Results and Capital Raising Presentation included in section 3.1. Before deciding to invest in GCS, you should consider these factors carefully.

2 HOW TO APPLY FOR NEW SHARES

2.1 What Eligible Retail Shareholders may do

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

You may either:

  • (1) take up all of your Entitlement (refer to section 2.2);
  • (2) take up part of your Entitlement and allow the balance of your Entitlement to lapse (refer to section 2.2); or
  • (3) allow all of your Entitlement to lapse (refer to section 2.5).

2.2 Applying for New Shares

An Eligible Retail Shareholder may take up all or part of their Entitlement by completing the Entitlement and Acceptance Form which accompanies this Retail Offer Booklet and returning it, together with correct Application Monies in cleared funds (refer to section 2.3), to:

2012 GCS Entitlement Offer c/o Computershare Investor Services Pty Limited GPO Box 505 Melbourne 3001 Australia

by no later than 5.00pm (Sydney Time) on the Closing Date.

The Company may, but is not obliged to, accept an Application received after the Closing Date if the Application is postmarked prior to the Closing Date. If the Company does not accept an Application for any reason, the Company will refund the Application Monies to the Eligible Retail Shareholder, without interest, not later than 10 Business Days after the New Shares are allotted.

Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at the Company's registered or corporate offices or other offices of Computershare Investor Services Pty Limited.

For the convenience of Eligible Retail Shareholders, an Australian reply paid envelope has been enclosed with this Retail Offer Booklet.

Please note that if you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separate Entitlement and Acceptance Form and payment of Application Monies must be completed for each separate Entitlement you hold.

If you allow part of your Entitlement to lapse, your shareholding in GCS will be diluted.

2.3 Form of payment

Payment of Application Monies (which must equal the Offer Price multiplied by the number of New Shares) will only be accepted in Australian currency and as follows:

Through BPAY® . Eligible Retail Shareholders can make their payment by BPAY in accordance with the instructions set out in accompanying personalised Entitlement and Acceptance Form. Payment must be made using the reference number on the form and must be made by 5.00pm (Sydney Time) on the Closing Date.

The reference number is used to identify your holding. If you have multiple holdings you will have multiple reference numbers. You must use the reference number on each Entitlement and Acceptance Form to pay for each holding separately.

Eligible Retail Shareholders making a payment by BPAY are not required to return their Entitlement and Acceptance Form.

Applicants who choose to use BPAY should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment of Application Monies. You may also have your own limit on the amount that can be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit.

  • By bank cheque in Australian currency drawn on and redeemable at any Australian bank; or
  • By personal cheque in Australian currency drawn on and redeemable at any Australian bank.

Cheques or bank cheques should be made payable to "GCS Limited" and crossed "Not Negotiable".

You should ensure that sufficient funds are held in the relevant account(s) to cover the full Application Monies.

Eligible Retail Shareholders are asked not to forward cash as cash payments will not be accepted. Receipts for payment will not be provided.

If the amount of Application Monies is insufficient to pay in full the number of New Shares you applied for, or is more than the number of New Shares you applied for, you will be taken to have applied for such whole number of New Shares by your Application Monies. Alternatively, the Company may in its discretion reject your Application, in which case any Application Monies will be refunded to you (without interest).

2.4 Effect of Application

By applying for New Shares under the Retail Entitlement Offer (including by way of a payment through BPAY), an Eligible Retail Shareholder is taken to:

  • (1) agree to be bound by the terms and conditions set out in this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form;
  • (2) acknowledge the statement of risks in the "Key Risks" section of the GCS FY 12 Results and Capital Raising Presentation included in section 3.1, and that investments in GCS are subject to risk;
  • (3) represent and warrant that they satisfy each of the criteria set out in section 1.4;
  • (4) authorise the Company to place the Eligible Retail Shareholder's name on the Company's shareholder register in respect of those New Shares; and
  • (5) agree to be bound by the Company's constitution.

Any application for New Shares under the Retail Entitlement Offer (including by way of a payment through BPAY), once lodged, cannot be withdrawn.

2.5 Allowing your Entitlement to lapse

If you do nothing, all of your Entitlement will lapse and your shareholding in GCS will be diluted.

2.6 Enquires concerning Entitlement and Acceptance Form

If you have any questions on how to complete the Entitlement and Acceptance Form or take part or all of your Entitlement, please contact the Share Registry on 1300 764 094 (within Australia) or +61 (0)3 9415 4266 (outside Australia).

3 ASX ANNOUNCEMENTS

3.1 GCS FY12 Results and Capital Raising Presentation

Disclaimer

This investor presentation (Presentation) has been prepared by Global Construction Services Limited (ABN 81 104 662 259) ("GCS" or the "Company"). This Presentation has been prepared in relation to a placement of new GCS ordinary shares (New Shares or GCS Shares) to institutional and sophisticated investors (Institutional Placement) undersection 708A of the Corporations Act 2001 (Cth) (C sophisticated shareholders of GCS (Institutional Entitlement Offer) and eligible retail shareholders of GCS (Retail Entitlement Offer) (together the "Entitlement Offer"), under section 708AA of the Corporations Act as modi

Summary information: This Presentation contains summary information about GCS. its subsidiaries, and its activities which is current as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in GCS or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act.

The historical information in this Presentation is, or is based upon, information that has been released to the Australian Securities Exchange (ASX). This Presentation should be read in conjunction with GCS' other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au

Not an offer: This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction (and will not be Iodged with the U.S.Securities Exchange Commission).

The retail offer booklet for the Retail Entitlement Offer will be mailed to eligible retail shareholders following its lodgement with ASX. Any eligible retail shareholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet in deciding to apply under that offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in accordance with the instructions contained in the retail offer booklet and the personalised entitlement and acceptance for

This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire New Shares and does not and will not form any part of any contract or commitment.

This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy,any securities in the United States or in any other jurisdiction. Investors outside Australia should have regard to the International offer restrictions set out at the end of this presentation.

Neither the New Shares nor the entitlements have been, or will be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or the securities laws ofany state or other jurisdiction of the U.S. Securities Act ") or the securities laws ofany state or other jurisdiction of the United St the New Shares may not be offered or sold, directly or indirectly, in the United States, unless they are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws

GLOBAL CONSTRUCTION SERVICES LIMITED

Disclaimer (CONTINUED)

Not investment advice: This Presentation has heen prenared without taking account of any person's individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. GCS is not licensed to provide financial product advice in respect of GCS shares. Cooling off rights do not apply to the acquisition of GCS shares

Investment risk: An investment in GCS shares is subject to known and unknown risks, some of which are beyond the control of GCS. GCS does not guarantee any particular rate of return or the performance of GCS. Investors should have regard to the risk factors outlined in this Presentation when making their investment decision

Financial data: All dollar values are in Australian dollars (A$ or AUD) unless otherwisestated. Investors should note that this Presentation contains pro forma financial information. The pro forma financial information and past performance information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of GCS's views on its future financial condition and/or performance.

The pro forma financial information has been prepared by GCS in accordance with the measurement and recognition requirements, but not the disclosure requirements. or applicable accounting standards and other mandatory reporting requirements inAustralia. Investors should also note that the pro forma financial information does not Funded to be in compliance with Article 11 of Regulation SX of the rules and regulations of the U.S. Securities and Exchange Commission.

Investors should be aware that certain financial data included in this presentation are "non-GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934. These measures include Net Debt.

The disclosure of such non-CAAD financial measures in the manner included in the Presentation may not be permissible in a registration statement under the U.S. Securities Act. These non-GAAP financial measures do not have a standardisedmeaning prescribed by Australian Accounting Standards and therefore may not becomparable to similarly titled measures presented by other entitie comstrued as an alternative to other financial measures determined in accordance withAustralian Accounting Standards. Although GCS believes these non-GAAP financial reasures provide useful information to users in measuring the financial performanceand condition of its business, investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this Presentation.

Future performance: This Presentation contains certain "forward looking Future performance: This Presentation contains certain "torward lookingstatements". Forward looking statements can generally be identified by the use offorward looking words such as, "expect", "anticipate", "likely", "in any of applicable jurisdictions and include, but are not limited to, theoutcome and effects of the Institutional Placement and Entitlement Offer and the use of proceeds. The forward looking statements contained in this Presentation are notguarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of GCS, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the "Key Risks" section of this Presentation for a summary of eertain general and GCS specific risk factors that may affect GCS.

There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the risk factors set out in this Presentation. Investors should consider the forward looking statements contained in this Presentation in light of those disclosures

GLOBAL CONSTRUCTION SERVICES LIMITED

Disclaimer (CONTINUED)

Future performance (continued): The forward looking statements are based on information available to GCS as at the date of this Presentation

Except as required by law or regulation (including the ASX Listing Rules), GCSundertakes no obligation to provide any additional or updated information whetheras a result of new information, future events or results or o and guidance or outlook on, future earnings or financial position or performance are also forward looking statements.

Past Performance: Investors should note that past performance, including past shareprice performance, of GCS cannot be relied upon as an indicator of (and provides no guidance as to) future GCS performance including future share price performance.

Disclaimer: Neither the lead manager, co-manager, nor any of their or GCS' respectiveadvisers or any of their respective affiliates, related bodies corporate, directors,officers, partners, employees and agents, have auth issue, submission, dispatch or provision of this Presentation and, except to the extentreferred to in this Presentation, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based onany statement by any of them.

For the avoidance of doubt, the lead manager, co-manager and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to make any state any of them.

They take no responsibility for any information in this presentation or any actiontaken by you on the basis of such information, make no recommendations nor make any representations or warranties to you concerning the Institutional Placement and Entitlement Offer, or any such information.

To the maximum extent permitted by law, the lead manager, the co-manager and theirrespective advisers, affiliates, related bodies corporate, directors, officers, partners, respective aureless and agents exclude and disclaim all liability without limitation, for anyexpenses, losses, damages or costs incurred by you as a result of your participation in theInstitutional Placement or the Entit instructional Pracement of the Enturement of the and the information in this Presentationbeing inaccurate or incomplete in any way for any reason, whether by negligence orotherwise, the use of this information or otherwi

GLOBAL CONSTRUCTION SERVICES LIMITED

About GCS - Customer Sectors

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Our strong market presence and customised solutions, makes us a leadingsupplier to the Resource and Industrial, Commercial and Residential sectors.

GLOBAL CONSTRUCTION SERVICES LIMITED

Overview

Corporate Highlights

  • Solid performances across GCS divisions delivered increased revenues and earnings in FY12.

  • $\gg$ A substantial investment has been made in increasing the pool of hire assets based on strong demand in our Site Accommodation and General Plant Hire division.
  • The specialised labour hire company GIS, acquired in June 2011, has exceeded earnings expectations.

  • $\gg$ GCS Managing Director and Key Executives have extended their contracts for anadditional three years to 30 June 2015.

Financial Highlights

  • Revenue up 46.2% to $212.2 million.

  • NPAT up 17.6% to $22.8 million. >> Normalised NPAT (excluding amortisation

  • of intangibles) up 24.0% to $24.1 million.
  • Statutory EPS of 19.7 cents

  • Normalised EPS of 20.75 cents.

Capital Raising

  • Capital raising of approximately $32.2 million to existing and new shareholders via a placement and accelerated nonrenounceable entitlement offer.

  • Offer price of $0.60 per share.

Rationale for Capital Raising

  • Debt has increased to fund growth through: $\gg$ the acquisition of a significant pool of

    • hire assets in Site Accommodation and General Plant Hire divisions.
    • the acquisition of new operational sites in the Northwest of WA.

    • funding commitments to the Smart Scaff joint venture.

  • Of the raising, approximately $20 million will be applied to reduce GCS' net debt, allowing scope for continued growth across its business in line with the Company's FY13 budget.

  • Provide additional working capital.

GLOBAL CONSTRUCTION SERVICES LIMITED

Operational Highlights

Commercial Division

  • Good progress on $30 million QEII Carpark project for Probuild.

  • General Plant Hire division, GCS Hire, boasts an up-to-date fleet and is winning market share and making increasing contributions to revenue and earnings.

  • GCS has currently submitted approximately $200 million of tenders for new work. GCS has received a conditional letter of intent in respect of one of these tenders

  • A number of significant project awards in the Perth local market are imminent in FY13 as part of the $7.6 billion 2012-2013 committed infrastructure initiatives by the State government.

Resource and Industrial Division

  • Ongoing significant investment in the pool of Site Accommodation and General Plant Hire.

  • Continued expansion of GCS Hire in the Pilbara with two new operating sites opening.

  • GCS Hire now firmly established in the Midwest servicing the region's expanding resource sector.

  • $\gg$ GCS Fleet Rental, a newly created division of GCS Hire, offers mine spec vehicles to the flourishing Resource, Industrial and Energy sectors of WA.
  • Experiencing strong demand for temporary site accommodation in the Northwest.

  • The strategic rebranding of GCS Northwest to GCS Industrial Services, offering a more complete suite of products and services.

  • GCS is successfully deploying its labour pool into the Northwest to meet the ongoing demand for labour in this area.

Residential Division

  • GCS Security Scaffolding is a major player in the WA residential market.

  • GCS' scale and quality products has enabled the residential division to maintain market share in a subdued market

  • Tough trading conditions expected to continue in FY13.

GLOBAL CONSTRUCTION SERVICES LIMITED

$11$

Strong Earnings Growth

32

Profit and Loss Statement

GLOBAL CONSTRUCTION SERVICES LIMITED

(Sm) Year to 30 June 2011 Year to 30 June 2012
Sales Revenue 145.2 212.2
Adjusted EBITDA 1
- Commercial 33.0 34.2
- Resource and Industrial 3.5 17.4
- Residential 5.1 4.8
- Corporate/Other (3.6) (6.5)
Total EBITDA 38.0 49.9
EBITDA Margin 26.2% 23.5%
Depreciation (8.1) (11.9)
Amortisation (0.0) (1.2)
EBIT 29.9 36.8
Share of profits of equity investees 0.06 0.5
Finance Costs (3.5) (5.3)
Profit Before Income Tax Expense 26.4 32.0
Income Tax Expense (7.0) (9.2)
Net Profit after Tax 19.4 22.8

$\gg$ GCS' strategic diversification into the high value Resource, Industrial and Energy sectors continues to drive the growth of the Company. GCS experienced strong enquiries for its products and services from customers operating in the Resource, Energy, Oil and Gas sectors. This is reflected in the growth in the Resource and Industrial division.

  • Residential economic conditions remain subdued and this is expected to continue into FY13. GCS believes the modest fall in Residential earnings reflects GCS' strong position in the market.

  • The decline in EBITDA margins reflects the full year contribution of the Company's acquired labour hire company GIS, which operates on a lower EBITDA margin compared to the other GCS divisions. This was within management's expectations.

  • $\gg$ The increase in corporate costs reflects increases in occupancy costs as GCS has expanded its geographical footprint, holding costs associated with undeveloped operating sites, expanded corporate function and executive team.

1 Adjusted EBITDA is EBITDA derived from the operating segments and excludes investments, other income, and GCS supportfunctions including corporate office and treasury which are included in corporate/other.

Expanded Asset Base

Balance Sheet

(Sm) As at 30 June 2011 As at 30 June 2012
Cash 17.5 7.2
Current Assets excl. Cash 36.8 52.2
Current Assets 54.3 59.4
Property, Plant & Equipment 120.8 169.3
Other Non Current Assets 66.1 74.3
Non Current Assets 186.9 243.6
Total Assets 241.2 303.0
Current Borrowings 15.7 53.9
Other Current Liabilities 43.3 44.2
Current Liabilities 59.0 98.1
Non Current Borrowings 38.6 45.5
Non Current Liabilities (excl. Borrowings) 10.6 12.7
Non Current Liabilities 49.2 58.2
Total Liabilities 108.2 156.3
Total Equity 133.0 146.7
  • In FY12, approximately $60 million was invested in PP&E of which the majority is Site Accommodation and General Plant Hire to meet customer demand in the Resource, Industrial and Energy markets in the Northwest.

  • Net Debt has increased $55.4 million: >> $4.8 million to fund new operating sites in Karratha and Pt. Hedland as part of the Group's expansion. The Group now owns a property portfolio in the Pilbara with a book value of $12 million.

    • $9 million investment in SmartScaff to date, largely to fund scaffolding purchases to meet East Coast demand.

    • The majority of the balance reflecting the investment in PP&E.

  • GCS' core bank bill facilities are due to expire in May 2013 and, as such, are required to be classified as current under AASB 101. GCS expects to renew its facilities and Westpac has committed to enter negotiations for renewal in the second quarter of FY13.

$14$

GLOBAL CONSTRUCTION SERVICES LIMITED

Investment in Hire Assets

Cash Flow Statement

(Sm) Year to 30 June 2011 Year to 30 June 2012
Receipts from Customers 151.4 194.5
Payments to Suppliers (106.6) (148.6)
Taxes Paid (1.1) (8.3)
Total Operating Cash Flows 43.7 37.6
Capital Expenditure (4.6) (25.4)
Acquisition of Subsidiaries, Net of Cash (15.2) (3.5)
Loans to Related parties (5.6)
Total Investing Cash Flows (19.8) (34.5)
Net Interest (2.9) (5.0)
Proceeds from Borrowings 9.0 30.3
Repayment of Borrowings (36.7) (29.6)
Net Proceeds of Share Issues 17.5 0.4
Dividends Paid (4.9) (9.6)
Total Financing Cash Flows (18.0) (13.5)
Net Increase/(Decrease) in Cash 5.9 (10.4)

Reduction in operating cash-flows as Group prior period tax benefits unwind, increased workforce carrying costs in excess of normal levels due to delays on project starts. Increased occupancy costs of properties in the Northwest being leased in addition to the holding costs of operating sites owned.

Repayment of borrowings reflects propayment of borrowings renectspaydowns of hire purchase facilities. Newhire-purchase facilities are netted againstcapital expenditure and therefore do not appear in the cash flow statement.

$15$

GLOBAL CONSTRUCTION SERVICES LIMITED

Outlook

  • GCS expects NPAT to increase approximately 20% in FY 13.

  • This Outlook is based on the following assumptions

    • GCS' exposure to the flourishing WA economy which has a current total investment pipeline of $267 billion.*

    • A current State Government Asset Investment program of $26.4 billion capital works project over the next 4 years of which $7.6 billion will be spent in 2012-2013.**

    • X The Commercial division has tendered contracts valued at approximately $200 million, of which awards are imminent. A conditional letter of intent has been received for one contract tendered. In FY13 the division anticipates winning at least $100 million of the contracts tendered.
    • Contributions of expanded GCS Hire branch network in Geraldton, Port Hedland and Karratha is expected to provide a significant boost to the divisions revenue and earnings due to ongoing demand.

    • GCS Budget Portables will continue to expand its fleet to meet the continued demand in the Resource, Industrial and Energy sectors which is forecast to boost the businesses revenue. The division is also experiencing an increase in demand in the local market due to a number of new projects commencing, which includes the new Children's Hospital and Midland Hospital amongst others

  • Source: Deloitte Access Economics Investment Monitor December 2011

  • ** Source: 2012-2013 Budget Paper No.3 Economic and Fiscal Outlook, Treasury WA

  • $16$ GLOBAL CONSTRUCTION SERVICES LIMITED

  • Continued growth in GCS Industrial Services supplying the State's Resource, Industrial, and Energy customers with a number of scaffolding projects in progress and the deployment of additional labour in this sector.

  • The Residential division will remain subdued in FY13.

  • GIS will experience a decrease in FY13 as its major projects wind down. The division is tendering its skilled labour force into the investment pipeline in Perth and the Northwest of WA and new project awards are imminent. Confirmation has been received to commence labour supply on the re-development of the State Treasury building.

  • Commercial scaffolding and formwork is expected to grow in FY13 with a number of projects in the commercial sector commencing.

  • GCS Group is projected to invest approximately $35 million in capital expenditure in FY13, primarily in the Site Accomodation and General Plant Hire divisions.

Capital Raising Overview » GCS is undertaking a capital raising of approximately $32.2 million through the issue of approximately 53.7 million shares (New Shares) at an offer price of $0.60 per share to existing and new shareholders via a placement and accelerated non-renounceable entitlement offer. $\gg$ The capital raising will: » Reduce GCS' net debt by applying approximately $20 million of the proceeds to de-leverage the balance sheet and improve head room. >> Debt reduction will allow scope for continued growth across GCS' businesses in line with the Company's FY13 budget. >> Provide additional working capital. >> Improved leverage metrics1: >> Pro Forma ND: Equity would decline to 41.8%; and >> Pro Forma ND: FY12 EBITDA would fall to 1.47 times. 1 Based on proforma net assets at 30 June 2012 and proforma net debt at 31 August 2012

18

GLOBAL CONSTRUCTION SERVICES LIMITED

Details of the Offer1

Offer Size $\gg$ Capital raising of approximately $32.2 million (the "Offer") to existing and new shareholders consisting of:Stro.4 million placement to institutional and sophisticated investors ("Institutional Placement")>> $16.9 million 5 for 16 Accelerated Non-Renounceable Entitlement Issue to institutional and sophisticated investors("Institutional Entitlement Offer"); and% $4.9 million 5 for 16 Non-Renounceable Entitlement Issue to retail investors ("Retail Entitlement Offer")Total of up to 170.1 million shares on issue post the Offer
Offer Price $\gg$ $0.60 per fully paid ordinary share>> 28.1% discount to last closing price of $0.835 per share?>> 38.7% discount to the 10 day VWAP of $0.98 per share?
Institutional Entitlement Offer >> Institutional Entitlement Offer is open to eligible institutional investors on Friday 7 September 2012; and>> Institutional Entitlements not taken up and entitlements of eligible institutional shareholders will be placed into theInstitutional Entitlement Offer shortfall bookbuild to be conducted on Friday 7 September 2012
Retail Entitlement Offer » Retail Entitlement Offer is open to eligible shareholders from Friday 14 September 2012 to 5:00pm Sydney timeTuesday 2 Ocotober 2012
Ranking >> New Shares issued under the Offer will rank equally with existing GCS shares.
Underwriting » Bell Potter Securities is the lead manger to the Offer and is underwriting the retail component subject to thesuccessful completion of the Institutional Offers. Argonaut Securities is Co Manager to the Institutional componentof the Offer

1 Dates and times are indicative only and are subject to change.2 Calculated with reference to GCS's last closing price on Friday 31st August 2012.

GLOBAL CONSTRUCTION SERVICES LIMITED

Use of Proceeds

  • Reduce GCS' net debt by approximately $20 million.

  • » Provide GCS the scope for continued growth across its businesses in line with the Company's FY13 budget.
  • Provide additional working capital.

Total Sources and Uses of Proceeds

Source Amount 1 Uses Amount
Placement $10.4m Reduction in Borrowings $20.0m
Institutional Entitlement Offer $16.9m Working Capital and costs of the Offer $12.2m
Retail Entitlement Offer $4.9m
Total Sources $32.2m Total Uses $32.2m

1Assumes 100% take-up of the Offer

GLOBAL CONSTRUCTION SERVICES LIMITED

Strengthened Balance Sheet

Pro Forma Balance Sheet

(Sm) As at 30 June 2012 Impact ofCapital Raising Pro Forma as at30 June 2012 Pro Forma asat 31 August 2012
Cash 7.2 10.5 17.7 13.4
Current Assets excl. Cash 52.2 52.2
Current Assets 59.4 69.9
Property, Plant & Equipment 169.3 169.2
Other Non Current Assets 74.3 74.4
Non Current Assets 243.6 243.6
Total Assets 303.0 313.5
Current Borrowings 53.9 (20.0) 33.9 39.0
Other Current Liabilities 44.2 44.1
Current Liabilities 98.1 78.0
Borrowings 45.5 45.5 48.5
Non Current Liabilities (excl. Borrowings) 12.7 12.8
Non Current Liabilities 58.2 58.3
Total Liabilities 156.3 136.3
Total Equity 146.7 30.5 177.2
$ND:$ Equity 1 62.8% 41.8%
ND: EBITDA (12 months to 30 June 2012) 1.83 1.47

$21$

GLOBAL CONSTRUCTION SERVICES LIMITED

FY12 Results and Capital Raising Presentation September 2012

á

Indicative Offer Timetable

Event Date
Institutional shortfall and Institutional Placement bookbuild. Friday, 7 September
Global Construction Services shares expected to recommence trading on ASX. Monday, 10 September
Record date for eligibility in the Retail Entitlement Offer. Monday, 10 September
Settlement of New Shares under the Institutional Entitlement Offer and Institutional Placement. Thursday, 13 September
Retail Offer Booklet to be dispatched to eligible retail shareholders. Friday, 14 September
Retail Entitlement Offer opens. Friday, 14 September
Trading of New Shares issued under the Institutional Entitlement Offer and Institutional Placement. Friday, 14 September
Retail Entitlement Offer closes. Tuesday, 2 October
Settlement of Retail Entitlement Offer. Tuesday, 9 October
Allotment of New Shares under the Retail Entitlement Offer. Wednesday, 10 October
Trading of New Shares issued under the Retail Entitlement Offer. Thursday, 11 October

Note: The above timetable is indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend the indicative timetable set out above or to withdraw

$22$ GLOBAL CONSTRUCTION SERVICES LIMITED

Key Risks

Investors should be aware that there are risks associated with an investment in the Company. Activities of the Company and its controlled entities, as in any business, are subject to risks which may impact on the Company's future performance. There are a number of factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance and position of the Company and the outcome of an Enveloped in the Company. Some of these risks can be adequately mitigated by the use of safeguards and appropriate systems but many are beyond the control of the Company and its Directors and cannot be mitigated.

Prior to deciding whether to take up their New Shares under the Offer. Shareholders should read this entire Investor Presentation and review announcements made by the Company to ASX (at www.asx.com.au, ASX:GCS) in order to gain an appreciation of the Company, its activities, operations, financial position and prospects. Shareholders should also consider the summary risk factors set out below which the Directors believe represent some of the key specific and general risks that Shareholders should be aware of when evaluating the Company and deciding whether to participate in the Offer. The risk factors set out below are not intended to be an exhaustive list of all of the risk factors to which the Company is exposed. Shareholders should also have regard to their own investment objectives and financial circumstances and should seek professional guidancefrom their stockbroker, solicitor, accountant or other professional advisor

Specific Risks General Risks
Construction industry downturn Inability to fund capital expenditure and opportunities Stock Market Fluctuations
Major infrastructure projects cancelled or delayed Labour constraints and rising labour costs Lack of liquid market for shares
Debt covenants Meeting contractual requirements and Price risk Insurance
Refinancing risk Competition Disruption to Business Operations
Financial Performance differs from forecasts Joint Venture Partners General economic conditions
Key people Industrial relations Accounting standards
Key customers Safety and industrial accidents Legal and Regulatory Changes

GLOBAL CONSTRUCTION SERVICES LIMITED

SPECIFIC RISKS

Construction industry downturn

As a service provider to the constructionindustry in WA, the financial performanceof the Company is highly reliant on the level of activity within that industry. The levelof activity within that industry. The levelof activity in the construction industry can be cyclical and sensitive to a number of factors beyond the control of the Company.Any downturn in the Western Australian construction industry is likely to have asignificant effect on the financial performance and/or financial position of the Company.

Major infrastructure projects cancelled or delayed

Major infrastructure projects undertaken by the private and public sector are susceptibleto a number of factors including economic and political conditions. The cancellation or delay ofa major infrastructure project is likely to have a significant effect on the financial performance and/or financial position of the Company.

Debt covenants

GCS has various covenants in relation to its banking facilities. Factors such as a declinein GCS' operational performance or failure to win contracts could lead to a breach in debt covenants. In such an invent. GCS' lenders may require their loans to be repaid immediately, which would have a significant impact on theCompany's financial position if it was unable to find replacement facilities.

Refinancing risk

GCS requires ongoing banking facilities to support its activities and growth program. IfGCS is unable to refinance its current banking facilities, which are currently due for renewal in May 2013, the debt under those facilities will be repayable which would have a serious adverse impact on its financial position.

Financial Performance differs from forecasts GCS makes estimates and assumptions when Formulating its forecasts. These estimates andassumptions are continuously and rigorouslyevaluated and refined and based on historical experience, research and critical judgmentson future events. As an element of uncertainty is prevalent in formulating forecasts, actualperformance of the Company may differ from that forecast.

Key people

The Directors of GCS, and GCS' senior management have the responsibility ofoverseeing the day-to-day operations of the Company. The Company is heavily dependent on the relationships that these people have with Company customers. The loss of one or more of these key employees could have adetrimental impact on the Company.

In particular, the Managing Director and substantial shareholder of GCS, Mr EnzoGullotti has been instrumental in the acquisition of the various businesses that now form part of GCS. Mr Gullotti is also heavily involved inthe day-to-day decision making in each of the businesses. If the services of Mr Gullotti are lost to the Company, then it is likely that thiswill adversely affect the Company's financial performance and/or financial position.

In addition, a significant proportion of the Company's revenue comes from the operations of its subsidiary, CASC. If the services of oneor more of the three founders of CASC are lost to the Company then this may adversely affect the Company's financial performance and/orfinancial position.

GLOBAL CONSTRUCTION SERVICES LIMITED

25

SPECIFIC RISKS (CONTINUED)

Key customers

A material proportion of the Company's revenue has historically come from a small number of key customers. Should theCompany's relationship with these customers deteriorate or should the customers terminateor default on contracts, or fail to enter into new contracts, then it is likely that this will adversely affect the Company's financial performance, and/or financial position.

Inability to fund capital expenditure and opportunities

GCS may need additional funds to develop opportunities of a kind that will require it toraise additional capital from equity or debt sources. Any additional equity financing may be dilutive to Shareholders, and debt financing, if available, may involve restrictions on financing and operating activities. There is no certaintythe Company will be able to raise such funds on acceptable terms or at all. If the Company is unable to obtain such additional funding it may be required to reduce the scope of its anticipated activities, which could adversely affect its financial position and operating results.

Labour constraints and rising labour costs

The operations of GCS are labour intensive and the future growth of the Company is highly dependent on its ability to retain existingpersonnel and recruit and retain additional employees. WA is currently experiencing ashortage of labour required to undertake construction services. Should the Company fail to retain existing employees and recruitand retain additional personnel, this may have a negative impact on existing operations andfuture growth prospects of the Company and adversely affect the financial performance and/ or financial position of the Company.

The shortage of labour has caused labour costs to rise sharply. It is likely that labour costs will continue to rise. If GCS is unable to increaseprices to offset these rises, then its financial performance and/or financial position may be adversely affected

Meeting contractual requirements and Price risk

Operations of the Company's subsidiary, CASC are generally characterised by large, long term fixed price contracts. The terms of thesecontracts are generally onerous on CASC as the contractor. Typically they contain, amongst otherthings, a liability on CASC for non-performance and liquidated damages for late delivery.

Extensive indemnities are given by CASC. Further, these contracts generally provide thatthe lead contractor is under no obligation to pay for services provided in the event that theultimate customer defaults on their contractual obligations with the lead contractor.

There is also pricing risk in respect of CASC's current and future contracts. If the initialestimate of costs by CASC in tendering projects that it has tendered for has been understatedor costs increase by a margin greater than that accounted for in the pricing of the contracts,then this will adversely affect the Company'sfinancial performance and/or financial position. Further, if future CASC fixed price contractsare priced incorrectly, or costs increase above those anticipated at the time of entering the contracts, this may adversely affect theCompany's financial performance and/or financial position.

A portion of GCS's other business is based on the supply of plant and equipment and labour to erect and dismantle for a fixed price. If the amount of plant and equipment required for a particular job or the number of man hours to erect and dismantle is underestimated then thismay adversely affect the Company's financial performance and/or financial position.

FY12 Results and Capital Raising Presentation September 2012

GLOBAL CONSTRUCTION SERVICES LIMITED 26

SPECIFIC RISKS (CONTINUED)

Meeting contractual requirements and Price risk (continued)

Fixed price contracts also expose the Company to risks of work interruptions, such as inclement weather conditions, causingpotential delays to project work. GCS may be contractually obliged by project time frames or in order to maintain key customer relationships to bear the costs of additional resources required to meet customer projectdeadlines. Further, the contracts of CASC may contain liquidated damages in the event thatthe project timetable is not achieved. Prolonged work interruptions may adversely impact the Company's financial performance and/or financial position.

Competition

27

Increased competition could result in price reductions, under-utilisation of equipment and personnel, reduced operating margins andloss of market share. Despite GCS's ability to compete effectively in the markets in which it operates, any of these occurrences mayadversely affect the Company's financial performance and/or financial position.

An increase in competition may also result in GCS being unable to increase its prices which, combined with rising labour costs, mayadversely affect GCS's financial performance and/or financial position.

Joint Venture Partners

The Company is, and may become in the future, a party to joint venture agreements oroperations. In some cases, GCS may not be the manager of the joint venture and is subject to the risks normally associated with joint ventures, which include disagreements as to how to develop, operate and finance activities.

Where a joint venture partner does not act in thebest interests of the joint venture, it could have an adverse effect on the interests the Company. Furthermore, the Directors are unable to predictthe risk of financial failure, non-compliance with obligations or default by a joint venture partnerin any joint venture to which the Company is, or may become, a party. Such an event may have an adverse effect on the interests and financial position of GCS.

Industrial relations

GCS operates within a highly unionised industry. While the Company maintains good ongoing relationships with relevant unions, its financial performance would suffer from a lengthy union dispute and industrial action. a lengthy union ulspute and muscular action.There are no assurances that the Company willnot experience industrial action in the future.

Safety and industrial accidents

The provision of the Company's productsand services is subject to safety related risk and can be considered high risk. The Company meets Australian safety standards and a safetyplan is in place. Despite the relevant safety guards there is no guarantee a serious accidentwill not occur in the future. A serious accident may negatively impact the financial performance and/or financial position of the Company.

GLOBAL CONSTRUCTION SERVICES LIMITED

GENERAL RISKS

Stock Market Fluctuations

The value of the New Shares will be determined by the share market and will be subject toa range of factors beyond the control of the Company and the Directors. Share market fluctuations in Australia and other stock markets around the world may negatively affect the value of the New Shares. Factorsthat may influence the investment climate in starting, innuesties are integration climate instocks may not relate to actual performanceof the Company and may include general economic outlook, changes in government fiscal, monetary and regulatory policies,movements in commodity prices, exchange rate movements, interest rates, inflation andpolitical developments.

Lack of liquid market for shares

There can be no guarantee that an active market in the Shares will develop or continueor that the price of the Shares will increase. If a market does not develop or is not sustained,it may be difficult for investors to sell their Shares at a price that is attractive to them or at all. There may be relatively few, or manypotential buyers or sellers of the Shares on ASX at any time. This may increase the volatility of the market price of the Shares. It may alsoaffect the prevailing market price at which Shareholders are able to sell their Shares.

This may result in Shareholders receiving amarket price for their Shares that is less or more than the price that Applicants paid.

Insurance

It is not always possible to obtain insurance against all risks and GCS may decide not to insure against certain risks as a result of highpremiums or other reasons.

The occurrence of an event that is not fully covered, or covered at all, by insurance,could have a materially adverse effect on the Company's financial position.

Disruption to Business Operations

The company's activities are subject to a range of operational risks. Such operational risksinclude equipment failures. IT system failures. external services failure (including energy or water supply), industrial action or disputesand natural disasters. While the Company will endeavour to take appropriate action tomitigate these operational risks or to insure against them, one or more of these risks may have a material adverse impact on the performance of GCS

General economic conditions

Both Australian and world economic conditions may negatively affect GCS' performance. Any slow down in economic conditions or factors such as the level of production in the relevant economy, inflation, currency fluctuation,interest rates, taxation legislation, supply and demand and industrial disruption may have anegative impact on the Company's costs and revenue. These changes may adversely affect the Company's financial performance and/orfinancial position.

28

GENERAL RISKS (CONTINUED)

Accounting standards

Changes in accounting standards or the onanyos in accounting standardsthat occur after the date of this presentationmay adversely impact on GCS's reported financial performance and/or financial position.

Legal and Regulatory Changes The operating activities of the Company are subject to extensive laws and regulations.These relate to labour standards, taxes, occupational health, waste disposal,transportation safety and other matters.

Compliance with these laws and regulationsincreases the costs of operating activities.

As legal requirements change frequently,are subject to interpretation and may beenforced to varying degrees in practice,GCS is unable to predict the utimate cost ofcompliance with these requirements or theireffect on

Furthermore, changes in regulations andpolicies and practices could have an adverseimpact on the Company's future cash flows,earnings, and financial position.

GLOBAL CONSTRUCTION SERVICES LIMITED

International Offer Restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectusunder the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), norhas it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in HongKong to authorise or register this document or to permit the distribution of this document or any documents issued in connectionwith it. Accordingly, the New Shares have with the coviningly, the total of the offered or soldin Hong Kong other than to "professionalinvestors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Shares has been or will beissued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or thecontents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposedof only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance).

GLOBAL CONSTRUCTION SERVICES LIMITED

No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise cautionin relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered,filed with or approved by any New zealand regulatory authority under theSecurities Act 1978 (New Zealand).

The New Shares in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addressesin New Zealand to whom the offer of New Shares is being made in reliance on theSecurities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

Other than in the entitlement offer, New Shares may be offered andsold in New Zealand only to:

  • persons whose principal business isthe investment of money or who, in the $\rightarrow$ course of and for the purposes of their business, habitually invest money; or
  • persons who are each required to (i) pay $\mathcal{P}$ a minimum subscription price of at leastNZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at leastNZ$500,000 for securities of the Company ("initial securities") in a single transactionbefore the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

International Offer Restrictions (CONTINUED)

Singapore

This document and any other materials relating to the New Shares have not been, and willnot be. lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and anyother document or materials in connection with buter unculture in interfacts in contractionor purchase, of New Shares, may not beissued, circulated or distributed, nor may the New Shares be offered or sold, or be madethe subject of an invitation for subscription or purchase, whether directly or indirectly, topersons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities andFutures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, andin accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder ofthe Company's shares. (ii) an "institutional the company's solaries, (ii) and linear the SFA) or (iii) a"relevant person" (as defined in section 275(2)"relevant person" (as defined in section 275(2)of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this documentimmediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a viewto the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore thatmay be applicable to investors who acquire New Shares. As such, investors are advisedto acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

$31$

GLOBAL CONSTRUCTION SERVICES LIMITED

EXAMPLE ANNOUNCEMENT 7 September 2012

GCS ANNOUNCES A REVISED CAPITAL RAISING OF APPROXIMATELY $32.2m

  • Approximately $20m to be applied to reduce debt.
  • Allows GCS Group scope to continue its growth trajectory

Construction services group Global Construction Services Limited (ASX: GCS, "GCS Group" or the "Company") today announces it will undertake a revised 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 a:

  • 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 ("Institutional Entitlement Offer"), 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

Bell Potter Securities Limited has been appointed Lead Manager of the Offer and will underwrite the Retail Entitlement Offer subject to the successful completion of the Institutional Placement and Entitlement Offer and market standard termination events. Argonaut Securities has been appointed Co Manager to the Institutional component of the Offer.

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

Rationale for Capital Raising

$#$

GCS Group's debt has increased over the past 12 months to fund growth, primarily through the acquisition of a significant pool of hire assets in the Site Accommodation and General Plant Hire divisions in Western Australia's Northwest, acquiring new operating sites in the Northwest and funding commitments to the SmartScaff joint venture operations on Australia's East Coast.

The capital raising funds will be used as follows:

  • Approximately $20m to reduce GCS's net debt, allowing scope for continued growth across its businesses and improving GCS' leverage metrics; and
  • Provide additional working capital

If the offer is fully subscribed, following the capital raising, GCS' Pro Forma Net Debt to Equity would decline to 41.8% and Pro Forma Net Debt to EBITDA would fall to 1.47 times.

GLOBAL CONSTRUCTION SERVICES LIMITEDABN 81 104 662 259

GCS Group Managing Director Enzo Gullotti said "This capital raising will strengthen the Group's growth platform by enabling GCS Group to meet the demand it is experiencing for its products and services whilst reducing the overall leverage of the Company and providing the headroom to continue to enhance value. GCS Group has undertaken a significant capital investment and expansion program over the last two years to ensure we capture the benefits of the significant investment pipeline in the Commercial, Resources, Industrial and Energy sectors."

Institutional Entitlement Offer

Eligible institutional shareholders will be invited to participate in the Institutional Entitlement Offer which will take place on Friday, 7 September 2012.

New Shares taken up under the Institutional Entitlement Offer and the institutional shortfall bookbuild are expected to settle on Thursday, 13 September 2012 and commence trading on Friday, 14 September 2012.

Retail Entitlement Offer

Eligible retail shareholders will be invited to participate in the Retail Entitlement Offer at the same Offer Price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will open on Friday, 14 September 2012 and close at 5:00pm (Sydney) time) on Tuesday, 2 October 2012.

The Entitlements under the Retail Entitlement Offer may only be exercised by eligible retail shareholders, being persons who are registered holders of GCS Group ordinary shares at 7:00pm (Sydney time) on Monday, 10 September 2012 and have a registered address in Australia or New Zealand.

Key dates of the Entitlement Offer are provided at the end of this announcement.

Guidance

The Board believes GCS is well placed to capture significant service revenue from the $267 billion in committed projects now being developed in the region, onshore and offshore.

GCS expects NPAT to increase approximately 20% in FY13. This quidance is based on:

  • Commercial Division winning key contracts that are currently being tendered for:
  • Continued growth in the Resources and Industrial Division driven by the expanded Plant Hire divisions in the Pilbara and Mid-West regions of Western Australia, the ongoing demand for portable site accommodation and the increased

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

GLOBAL CONSTRUCTION SERVICES LIMITED

2 Redcliffe Road, RedcliffeWA 6104 Australia

Phone: (08) 9479 7990Fax: (08) 9479 7789 Email: [email protected]

$#$

$#$ $\mathcal{Y}$

deployment of GCS Group's significant pool of labour on the pipeline of projects.

Expectations of continued soft demand in the Residential $\bullet$ Division. Capital Expenditure for FY13 is projected to be approximately $35 million, primarily in the Site Accommodation and General Plant Hire divisions and some additional scaffolding for the pipeline of projects.

GLOBAL CONSTRUCTIONSERVICES LIMITEDABN 81 104 662 259

Entitlement Offer Timetable

Event Date
Institutional Placement and InstitutionalEntitlement Offer opens Friday 7 September, 2012
Institutional shortfall and InstitutionalPlacement bookbuild closes Friday 7 September, 2012
GCS Group shares expected to recommencetrading on ASX Monday 10 September, 2012
Record date for eligibility in the RetailEntitlement Offer 7:00pm Monday 10 September,2012
Settlement and allotment of New Sharesunder Institutional Entitlement Offer andInstitutional Placement Thursday 13 September, 2012
Retail Offer Booklet to be dispatched toeligible retail shareholders Friday 14 September, 2012
Retail Entitlement Offer opens Friday 14 September, 2012
Trading of New Shares issued underInstitutional Entitlement Offer and InstitutionalPlacement Friday 14 September, 2012
Retail Entitlement Offer closes 5:00pm Tuesday 2 October,2012
Settlement of Retail Entitlement Offer Tuesday 9 October, 2012
Allotment of New Shares under RetailEntitlement Offer Wednesday 10 October, 2012
Trading of New Share issued under the RetailEntitlement Offer Thursday 11 October, 2012

Note: The above timetable is indicative only and subject to change All times referred are Sydney time. The Company reserves the right, subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules, to amend the indicative timetable set out above or to withdraw the Offer at any time.

-ENDS-

About GCS Group

GCS Group (ASX: GCS) is an Australian construction and maintenance services company that offers a diverse range of integrated products, services and solutions covering the

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

GLOBAL CONSTRUCTION SERVICES LIMITED

2 Redcliffe Road, RedcliffeWA 6104 Australia

Phone: (08) 9479 7990Fax: (08) 9479 7789Email: [email protected]

$#$

$#$

Infrastructure; Energy; Oil and Gas; Resources and Industrial; Commercial: and Residential sectors.

GCS Group's strategy for growth is to continue to capitalise on opportunities in the sectors it currently services, explore new markets and products, diversify into related industry sectors and acquire selected new businesses that create value for shareholders.

Further Information contact:

Mr Enzo Gullotti Group, Managing Director

Ph: +61 8 9479 7990 Or visit: http://www.gcs-group.com.au

GLOBAL CONSTRUCTIONSERVICES LIMITEDABN 81 104 662 259

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

GLOBAL CONSTRUCTION SERVICES LIMITED

2 Redcliffe Road, RedcliffeWA 6104 Australia

Phone: (08) 9479 7990Fax: (08) 9479 7789Email: [email protected]

>> ASX MEDIA ANNOUNCEMENT 10 September 2012

GCS SUCCESSFULLY COMPLETES INSTITUTIONAL COMPONENT OF PLACEMENT AND ENTITLEMENT OFFER

  • · Institutional Placement Oversubscribed
  • Strong support shown by existing and new institutional shareholders

Construction services group Global Construction Services Limited (ASX: GCS, "GCS" "GCS Group") is pleased to announce the successful completion of the $16.9m institutional component ("Institutional Entitlement Offer") of its accelerated nonrenounceable 5 for 16 entitlement issue and the $10.4m placement to institutional and sophisticated investors ("Institutional Placement").

The Institutional Entitlement Offer and Institutional Placement received strong support from GCS' existing major institutional shareholders and a number of new leading domestic institutional investors and sophisticated investors demonstrated by the oversubscriptions in the Offer.

"GCS' institutional shareholders have shown their confidence in the underlying fundamentals and strategy of the company. The GCS Group reaffirms its earnings guidance and the pipeline of imminent contract awards and will aim to resume the payment of dividends at the next half year." said GCS Group Chairman Peter Wade.

GCS Group's shares will recommence trading from market open on Monday 10 September 2012.

Retail Entitlement Offer

As previously announced, a $4.9 million retail offer will now commence as the final step in the overall approximate $32.2 million capital raising.

The 5-for-16 Non-Renounceable Entitlement Issue to retail shareholders ("Retail Entitlement Offer") will open on Friday 14 September 2012 and close at 5:00pm (Sydney time) on Tuesday 2 October 2012.

The Entitlements under the Retail Entitlement Offer may only be exercised by eligible retail shareholders, being persons who are registered holders of GCS Group ordinary shares at 7:00pm (Sydney time) on Monday, 10 September 2012 and have a registered address in Australia or New Zealand.

Eligible retail shareholders will be able to subscribe at the same price as the Institutional Entitlement Offer of $0.60 per new share. The Retail Entitlement Offer, which has been underwritten by Bell Potter Securities, will raise up to approximately $4.9 million.

Eligible retail shareholders will be sent a Retail Offer Booklet on or around 14 September which will also be lodged with the ASX on or around 14 September 2012.

The Retail Offer Booklet is an important document and eligible retail shareholders should read it carefully (including the risk factors outlined in the investor presentation) in assessing the investment opportunity. Any eligible retail shareholders who wish to acquire new GCS shares under the Retail Entitlement Offer will need to complete, or otherwise apply in accordance with, the personalised Entitlement and Acceptance Form.

-ENDS-

About GCS Group

GCS Group (ASX: GCS) is an Australian construction and maintenance services company that offers a diverse range of integrated products, services and solutions covering the Infrastructure; Energy; Oil and Gas; Resources and Industrial; Commercial: and Residential sectors.

GCS Group's strategy for growth is to continue to capitalise on opportunities in the sectors it currently services, explore new markets and products, diversify into related industry sectors and acquire selected new businesses that create value for shareholders.

Further Information contact:

Mr Enzo Gullotti Group, Managing Director

Ph: +61 8 9479 7990 Or visit: http://www.gcs-group.com.au

GLOBAL CONSTRUCTION SERVICES LIMITED

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

GLOBAL CONSTRUCTION SERVICES LIMITED

2 Redcliffe Road, RedcliffeWA 6104 Australia

Phone: (08) 9479 7990 Fax: (08) 9479 7789Email: [email protected]

4 ADDITIONAL INFORMATION

4.1 Underwriting Agreement

GCS has entered into an underwriting agreement ("Underwriting Agreement") with Bell Potter Securities Limited to manage the Entitlement Offer and Placement and underwrite the Retail Entitlement Offer. As is customary with these types of arrangements:

  • GCS has agreed to indemnify the Underwriter, their affiliates and related bodies corporate and their directors, officers, partners, employees, agents and advisers against losses they may suffer or incur in relation to the Entitlement Offer or Placement or the engagement of the Underwriter;
  • GCS has given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer and the Placement;
  • the Underwriter may terminate the Underwriting Agreement and be released from its obligations under it on the occurrence of certain events, including (but not limited to) where:
    • GCS ceases to be admitted to the official list of the ASX, or Shares are suspended from trading or quotation for any reason;
    • the S&P/ASX 300 Index published by ASX is at any time up to and including the Retail Offer settlement date (being 9 October 2012) at a level that is 10% or more below its level as at 5.00pm on the ASX trading day immediately preceding the date of the Underwriting Agreement;
    • there are delays in the timetable for the Entitlement Offer or Placement without the prior consent of the Underwriter;
    • any of the offer documents (including this Retail Offer Booklet and all ASX and announcements made in connection with the Entitlement Offer or Placement) (Offer Documents) are, is or becomes misleading or deceptive or likely to mislead or deceive, or a matter required to be included in them is omitted, or a corrective statement is issued or required to be issued to correct the initial cleansing statement;
    • there is a material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the assets, liabilities, earnings, business, results of operations, management or prospects of the GCS or a member of the GCS Group, or affecting or relating to the industry in which the GCS or a member of the Group operates, from that disclosed to the Underwriter or disclosed in the Offer Documents or in GCS' ASX announcements;
    • in the reasonable opinion of the Underwriter, at any time on or after the Announcement Date a new circumstance arises which is a matter materially adverse to investors in the New Shares and which would have been required by the Corporations Act to be included in the Offer Documents had the new circumstance arisen before the Offer Documents were lodged with ASX; or
    • there are disruptions in financial, political or economic conditions in key markets, or hostilities commence or majorly escalate in certain key countries which in the reasonable opinion of the Underwriter will have a material adverse effect on the Entitlement Offer and Placement.

The Underwriter will be paid a management, underwriting and selling fee of 5% of the Entitlement Offer and Placement proceeds. The Underwriter reserves the right, at any time, to appoint sub-underwriters in respect of any part of the Retail Entitlement Offer. Any subunderwriters appointed by the Underwriter may be paid a fee determined by negotiation with the relevant sub-underwriter.

Neither the Underwriter nor any of its related bodies corporate and affiliates, nor any of its directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Retail Offer Booklet and they do not take any responsibility for this Retail Offer Booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, the Underwriter and each of its related bodies corporate and affiliates and each of its directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Retail Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Neither the Underwriter or any of its related bodies corporate and affiliates or its directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer, or any such information.

4.2 Reliance on Retail Offer Booklet

This Retail Offer Booklet has been prepared pursuant to section 708AA of the Corporations Act, as modified by ASIC Class Order 08/35, for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act.

This Retail Offer Booklet was lodged with ASX on 14 September 2012.

Section 708AA of the Corporations Act requires an entity who seeks to rely on the disclosure exemption in section 708AA to lodge a "cleansing notice" with ASX which (among other things):

  • (1) sets out any information that had been excluded from a continuous disclosure notice in accordance with the Listing Rules and that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:
    • (a) the assets and liabilities, financial position and performance, profits and losses and prospects of GCS; or
    • (b) the rights and liabilities attaching to the New Shares; and
  • (2) states the potential effect of the issue of the New Shares on control of GCS and the consequences of that effect.

GCS lodged a cleansing notice in respect of the Entitlement Offer with ASX on 7 September 2012.

In deciding whether or not to apply for New Shares under the Retail Entitlement Offer, you should rely on your own knowledge of GCS, refer to the documents lodged and the disclosures made by the Company on ASX (which are available on the ASX website at www.asx.com.au (ASX code: GCS)) and seek advice from your financial or other professional adviser.

4.3 Interests of the Directors

The interests of the Directors and their related parties in securities of the Company immediately prior to the date of this Retail Offer Booklet are as follows:

Prior to Completion of the Institutional Number of Shares held in Number of Options held
Entitlement Offer GCS* in GCS
Mr Peter Wade 62,500 Nil
Prior to Completion of the InstitutionalEntitlement Offer Number of Shares held inGCS* Number of Options heldin GCS
Mr Enzo Gullotti 7,992,683 Nil
Mr George Chiari 4,655,362 Nil
Mr Michael Sertorio 8,078,788 Nil
Mr Sam Mangione 4,263,729 Nil

* Determined prior to completion of the Institutional Entitlement Offer. In this regard, Mr Peter Wade, Mr Enzo Gullotti, Mr George Chiari, Mr Michael Sertorio and Mr Sam Mangione were invited to participate in the Institutional Entitlement Offer and their holdings following completion of the Institutional Entitlement Offer are (will be) as follows:

Post the Completion of the InstitutionalEntitlement Offer Number of Shares held inGCS Number of Options heldin GCS
Mr Peter Wade 78,126 Nil
Mr Enzo Gullotti 8,034,350 Nil
Mr George Chiari 4,655,362 Nil
Mr Michael Sertorio 8,078,788 Nil
Mr Sam Mangione 4,797,062 Nil

In addition, the Directors above, or entities associated with them, have agreed to subunderwrite a portion of the Retail Entitlement Offer, as set out in Section 1.11.

4.4 Copies of Documents

The Preliminary Final Report – Appendix 4E of GCS for the year ended 30 June 2012, being the most recently lodged annual financial report of GCS before the date of this Retail Offer Booklet, the Annual Report of GCS for the year ended 30 June 2011 and all continuous disclosure notices given by GCS from early January 2011 are available on the Company's website at www.gcs-group.com.au (in the "Investor Relations" section).

These documents are also available on the ASX website at www.asx.com.au (ASX code: GCS).

4.5 Estimated Expenses of the Entitlement Offer and Placement

The estimated expenses of the Entitlement Offer and Placement (excluding GST) are $1.85 million.

The total expenses can only be estimated at the date of this Retail Offer Booklet as final expenses are dependent on the number of New Shares subscribed for under the Retail Entitlement Offer and the total amount of Shortfall placed.

4.6 Risks

The FY12 Results and Capital Raising Presentation details important factors and risks that could affect the financial and operating performance of GCS. You should refer to the "Key Risks" section of the GCS FY12 Results and Capital Raising Presentation included in section 3.1. You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement.

4.7 Taxation

Shareholders should be aware that there may be taxation implications of participating in the Retail Entitlement Offer. Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

4.8 Alteration of terms

GCS reserves the right, at its discretion but in consultation with the Lead Manager and Underwriter, to vary, suspend or cancel the Entitlement Offer at any time, subject to the Corporations Act, the Listing Rules and any other law or regulation to which the Company is subject.

Any variation, suspension or cancellation does not give rise to any liability on the part of or any action against, GCS or any Director and will be binding on all Eligible Shareholders.

If the Directors determine to suspend or cancel the Entitlement Offer, any Application Monies received by the Company in relation to Shares not already issued will be refunded in accordance with the Corporations Act, without interest, as soon as reasonably practical after the suspension or cancellation and in any event within 10 Business Days after the Closing Date. In circumstances where allotment under the Institutional Entitlement Offer has occurred, GCS may only be able to withdraw the Entitlement Offer with respect to New Shares to be issued under the Retail Entitlement Offer.

4.9 Option holders

Existing option holders will not be entitled to participate in the Retail Entitlement Offer unless they:

  • became entitled to exercise their existing options under the terms of their issue and do so prior to the Record Date; and
  • upon exercising those options were Eligible Shareholders as a result of being a holder of Shares registered on the register of GCS on the Record Date and satisfying the eligibility requirements described in section 1.4.

Each option holder who upon exercising their options would eligible to participate in the Retail Entitlement Offer has been sent a letter explaining their right to participate in the Retail Entitlement Offer.

4.10 Overseas jurisdictions

This Retail Offer Booklet does not, and is not intended to, constitute an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. By applying for New Shares, including by submitting the Entitlement and Acceptance Form or making a payment by BPAY you represent and warrant that there has been no breach of such laws.

The distribution of this Retail Offer Booklet outside of Australia and New Zealand may be restricted by law and persons who come into possession of it should seek advice and observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liabilities to such persons. Eligible Shareholders who are not resident in Australia or New Zealand are responsible for ensuring that taking up New Shares under the Entitlement Offer does not breach the selling restrictions set out in this Retail Offer Booklet or otherwise violate the securities laws in the relevant overseas jurisdictions.

The Entitlements and the New Shares have not been, or will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of a U.S. Person, and the New Shares may not be offered, sold or resold in the United States or to, or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. Accordingly, the New Shares may constitute "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the New Shares remain restricted securities, the New Shares may not be deposited in any unrestricted American Depositary Receipt facility with respect to the securities of GCS.

No action has been taken to register or qualify this Retail Offer Booklet, the New Shares, the Entitlement Offer or the Placement, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia and New Zealand.

4.11 ASX waivers

In order to conduct the Entitlement Offer, ASX has granted GCS waivers from Listing Rules 3.20, 7.1, 7.40 and 10.11 subject to a number of customary conditions.

The waivers also allow GCS to ignore, for the purpose of determining Entitlements, transactions occurring after the announcement of the trading halt in Shares (other than registrations of ASX Trade transactions which were effected before the announcement (post ex-date transactions)). Such transactions are to be ignored in determining holders and registered holders, and holdings and registered holdings, of existing Shares as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to be read accordingly. Therefore, if you have acquired Shares in a post ex-date transaction, you will not receive an Entitlement in respect of those Shares.

4.12 Governing Law

This Retail Offer Booklet, the Entitlement Offer, the Placement, and the contracts formed on acceptance are governed by the laws of New South Wales. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of New South Wales.

4.13 Enquires

If you have any questions in respect of the Entitlement Offer or the Placement, please contact the Share Registry on 1300 764 094 (within Australia) or +61 (0)3 9415 4266 (outside Australia).

5 DEFINITIONS

Terms and abbreviations used in this Retail Offer Booklet have the following meaning:

Application A valid application by way of an Entitlement and Acceptance Form
Application Monies Monies paid by Eligible Retail Shareholders in respect of NewShares they apply for
ASIC Australian Securities and Investments Commission
ASX ASX Limited ABN 98 008 624 691, or the market operated by it,as the context requires
Business Day An Australian business day that is not a Saturday, Sunday, or anyother day which is a public holiday or bank holiday in the placewhere an act is to be performed or a payment is to be made
Closing Date 5:00pm (Sydney Time) on Tuesday, 2 October 2012 (unlessextended)
Co-Manager Argonaut Securities Pty Ltd ABN 72 108 330 650
Corporations Act Corporations Act 2001 (Cth)
Directors The directors of the Company
Eligible InstitutionalShareholder Those institutional or sophisticated shareholders of the Companyto whom offers were made under the Institutional Entitlement Offer
Eligible Retail Shareholder A person who meets the requirements set out in section 1.4
Eligible Shareholder An Eligible Retail Shareholder or Eligible Institutional Shareholder(as applicable)
Entitlement The entitlement of an Eligible Shareholder under the InstitutionalEntitlement Offer or Retail Entitlement Offer (as applicable)
Entitlement and AcceptanceForm The entitlement and acceptance form which accompanies thisRetail Offer Booklet
Entitlement Offer The Retail Entitlement Offer together with the InstitutionalEntitlement Offer
FY12 Results and CapitalRaising Presentation
The capital raising presentation lodged by the Company with ASXon Friday, 7 September 2012, a copy of which is included insection 3.1
GCS Group or Company Global Construction Services Limited ABN 81 104 662 259
GST Goods and services or any similar tax
Ineligible Retail Shareholder Has the meaning given under "Ineligible Retail Shareholders" onpage 1
Shareholders to apply for 5 New Shares for every 16 Shares held
Lead Manager Bell Potter Securities Limited ABN 25 006 390 772
Listing Rules The Listing Rules of ASX
New Share A Share to be issued pursuant to the Retail Entitlement Offer
Offer Price $0.60 per New Share
Option An option to acquire a Share
Placement The placement referred to in section 1.1
Record Date 7.00pm (Sydney Time) on Monday, 10 September 2012
Retail Entitlement Offer The offer to Eligible Retail Shareholders to apply for 5 NewShares for every 16 Shares held on the Record Date under thisRetail Offer Booklet
Retail Offer Booklet Thisdocumentdated14September2012,includingtheaccompanying Entitlement and Acceptance Form
Share A fully paid ordinary share in the Company
Share Registry Computershare Investor Services Pty Limited ABN 71 005 485825
Shareholder A registered holder of Shares
Shortfall Those New Shares not subscribed for under the Retail EntitlementOffer, together with any New Shares which would have beenoffered to Ineligible Retail Shareholders had they been eligible toparticipate in the Retail Entitlement Offer
Underwriter Bell Potter Securities Limited ABN 25 006 390 772
VWAP Volume Weighted Average Price

6 CORPORATE DIRECTORY

Directors

Mr Peter Wade – Chairman, Non-Executive Director Mr Enzo Gullotti – Managing Director, Chief Executive Officer Mr Michael Sertorio – Non-Executive Director Mr George Chiari – Non-executive Director Mr Sam Mangione – Non-executive Director

Company Secretary

Mr Vince Gerasolo

Registered Office

2 Redcliffe Road REDCLIFFE WA 6104

Website

www.gcs-group.com.au

Lead Manager and Underwriter

Bell Potter Securities Limited Level 38, Aurora Place, 88 Phillip St SYDNEY NSW 2000 Phone: +61 2 9255 7200 Fax: +61 2 9247 9133 www.bellpotter.com.au

Legal Advisers

Freehills QV.1 Building 250 St Georges Terrace PERTH WA 6000 Phone: +61 Fax: +61 www.freehills.com

Share Registry

Computershare Investor Services Pty Limited Level 2 45 St Georges Terrace Perth Western Australia 6000

Phone: 1300 764 094

For all enquiries:

Phone: (within Australia) 1300 764 094 (outside Australia) 61 3 9415 4266 Web:

www.investorcentre.com/contact

Make your payment:

See over for details of the Offer and how to make your payment

Non-Renounceable Rights Issue — Entitlement and Acceptance Form

Your payment must be received by 5:00pm (Sydney time) Tuesday 2 October 2012

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Step 1: Registration Name

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

You can apply to accept either all or part of your Entitlement. Enter the number of new shares you wish to apply for and the amount of payment for those shares.

By making your payment you confirm that you agree to all of the terms and conditions as detailed in the Offer document dated 7 September 2012.

Choose one of the payment methods shown below. BPAY®: See overleaf. Do not return the slip with BPAY payment. By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque or bank draft payable in Australian dollars to "GCS Limited". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the slip below as indicated. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Turn over for details of the Offer è

Global Construction Services Limited Non-Renounceable Rights Issue Payment must be received by 5:00pm (Sydney time) Tuesday 2 October 2012

Entitlement and Acceptance Form
STEP 1 Registration Name & Offer Details For your security keep your SRN/HIN confidential.
Registration Name: Entitlement No:
Offer Details: Existing shares entitled to participate as at10 September 2012:Entitlement to new shareson a 5 for 16 basis:
STEP 2 Amount payable on acceptanceat $0.60 per share:Make Your Payment

Pay by Mail:

Make your cheque, money order or bank draft payable to "GCS Limited". Return your cheque with the below slip to:

Contact your financial institution to make your payment from your cheque or savings account.

Biller Code: 207100

Ref No:

Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited (CIS) as registrar for the securities issuer (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using the details provided above or email [email protected]

Detach here

Acceptance Payment DetailsEntitlement taken up:
Amount enclosed at $0.60 pernew share: A$ Entitlement No:
Payment must be received by 5:00pm (Sydney time) Tuesday 2 October 2012
Contact DetailsContactName DaytimeTelephone
Cheque DetailsDrawer BSB NumberCheque Number Account Number Amount of Cheque

Dear Shareholder

Accelerated non-renounceable entitlement offer – Notification to excluded retail shareholders

On 7 September 2012, Global Construction Services Limited ("GCS" or the "Company") announced that it was conducting an accelerated non-renounceable entitlement offer ("Entitlement Offer"), to eligible shareholders, of five ordinary share in GCS ("New Share") for every 16 ordinary shares in GCS at an issue price of A$0.60 each.

In conjunction with the Entitlement Offer, GCS also announced a placement to institutional and sophisticated investors of 17.3m New Shares ("Institutional Placement").

The Entitlement Offer will comprise:

  • an entitlement offer to eligible institutional shareholders to be completed by 7 September 2012 ("Institutional Entitlement Offer"); and
  • an entitlement offer to eligible retail shareholders ("Retail Entitlement Offer").

The Entitlement Offer is being made without a prospectus or product disclosure document in accordance with section 708AA of the Corporations Act 2001 (Cth) (the Act) as modified by ASIC Class Order 08/35.

The Entitlement Offer is expected to raise up to A$21.8 million. The Retail Entitlement Offer is fully underwritten by Bell Potter Securities Limited ("Bell Potter"). Further information in relation to the Entitlement Offer has been disclosed to the ASX.

This letter is to inform you that you are not an Eligible Retail Shareholder (defined below) for the purposes of the Retail Entitlement Offer. This letter is not an offer to issue New Shares to you, nor an invitation to apply for New Shares. You are not required to do anything in response to this letter.

Shareholders who are eligible to participate in the Retail Entitlement Offer (Eligible Retail Shareholders) are those persons who:

  • a) are registered as a holder of ordinary shares in GCS as at 7.00pm (Sydney time), 10 September 2012;
  • b) have a registered address in Australia or New Zealand;
  • c) are not in the United States and are neither "U.S. persons" (as defined under Regulation S under the United States Securities Act of 1933, as amended (Securities Act)) (US Persons) nor acting for the account or benefit of US Persons;
  • d) did not receive an offer to participate (other than as nominee) or were otherwise ineligible to participate under the Institutional Entitlement Offer; and

e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

GCS has determined, pursuant to section 9A of the Act and Listing Rule 7.7.1(a) of the ASX Listing Rules, that it would be unreasonable to make offers to shareholders in all countries outside Australia and New Zealand in connection with the Retail Entitlement Offer. The securities laws of many countries require the use of offer documents specific to that country or compliance with local laws for the Retail Entitlement Offer to be made in those countries. Having regard to the number of retail shareholders in particular countries and the cost of compliance with local laws to make the Retail Entitlement Offer in those countries, GCS has limited the countries in which the Retail Entitlement Offer will be made. According to our records, you do not satisfy the eligibility criteria for an Eligible Retail Shareholder stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b), GCS wishes to advise you that it will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New Shares under the Retail Entitlement Offer. You will not be sent the documents relating to the Retail Entitlement Offer or be able to subscribe for New Shares under the Retail Entitlement Offer.

Notwithstanding the above, GCS and Bell Potter may agree to extend the Retail Entitlement Offer to certain institutional shareholders who did not participate in the Institutional Entitlement Offer or to other retail shareholders, subject to compliance with applicable laws.

As the Retail Entitlement Offer is non-renounceable, you will not receive any payment or value for entitlements in respect of any New Shares that would have been offered to you if you were eligible to participate in the Retail Entitlement Offer.

If you have any questions in relation to any of the above matters, please contact GCS's share registry on 1300 764 094 (within Australia) or +61 (3) 9415 4266 (from outside Australia) from 8:30 am to 5:30 pm (Sydney time) Monday to Friday.

For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.

On behalf of the Board and Management of GCS, we regret that you are not eligible to participate in the Retail Entitlement Offer and thank you for your continued support.

Yours faithfully

Peter Wade Chairman