SRG GLOBAL LIMITED — Proxy Solicitation & Information Statement 2011

May 1, 2011

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

GLOBAL CONSTRUCTION SERVICES LIMITED ACN 104 662 259

For General Meeting to be held at Hyatt Regency Hotel, 99 Adelaide Terrace, Perth on Friday 3 June 2011 commencing at 11am (WST).

This is an important document. Please read it carefully.

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM If you are unable to attend the General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Global Construction Services Limited (ACN 104 662 259) (GCS or the Company) will be held at the Hyatt Regency Hotel, 99 Adelaide Terrace, Perth in the State of Western Australia on Friday 3 June 2011 commencing at 11am (WST).

BUSINESS

Resolution 1: Ratification of Placement

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the allotment and issue of 10,000,000 fully paid ordinary shares in the capital of the Company under the Placement announced on 20 April 2011 to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum accompanying this notice."

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue that is the subject of Resolution 1 and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2: Approval of share issue to the Sellers pursuant to GIS Acquisition

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the allotment and issue of up to 14,304,071 fully paid ordinary shares in the capital of the Company to the current shareholders of Global Industrial Services (Aust) Pty Ltd (GIS), being the share component of the consideration payable to the Sellers for the GIS Acquisition, on the terms and conditions set out in the Explanatory Memorandum accompanying this notice."

The Company will disregard any votes cast on Resolution 2 by any person who may participate in the issue that is the subject of Resolution 2 and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

NOTICE OF GENERAL MEETING (CONTINUED)

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it. Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of General Meeting and the Explanatory Statement.

Proxies

• (a) A Shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy.
• (b) A proxy need not be a member of the Company.
• (c) A Shareholder may appoint a body corporate or an individual as its proxy.
• (d) A body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy.
• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
• (f) Proxy forms must be returned by no later than 48 hours before the meeting (i.e.11am on 1 June 2011) to:

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000

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

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 11am (WST) on 1 June 2011. Transactions registered after that time will be disregarded in determining a person's entitlement to attend and vote at the General Meeting.

By Order of the Board

Vince Gerasolo Company Secretary

Global Construction Services Limited

EXPLANATORY STATEMENT

The purpose of this Explanatory Statement is to provide Shareholders with information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting.

1 The GIS Acquisition

1.1 Overview

As announced on ASX on 20 April 2011, the Company has entered into a Share Sale Deed (SSD) to acquire 100% of the shares in Global Industrial Services (Aust) Pty Ltd (GIS).

GIS is an unlisted proprietary limited company that provides specialised labour hire to the construction and maintenance industries. A brief description of GIS is included in section 1.2 below.

Pursuant to the terms of the SSD, the Company is proposing to purchase all of the existing shares in GIS. On completion of the GIS Acquisition, GIS will be a wholly owned subsidiary of the Company. A summary of the material terms of the SSD is set out in section 1.3 below.

None of the Sellers are related parties of GCS and none of the Sellers will hold more than 20% of GCS in the expanded capital of the Company.

In FY11, GIS is expected to generate revenue of approximately $60 million and normalised EBITDA of approximately $8.2 million.

The acquisition is seen by GCS as highly complementary to its existing operations and is expected to be EPS accretive in FY12, delivering strong margins and strong positive cash flow.

The advantages of the GIS Acquisition are set out in section 1.5 below. The risks associated with the GIS Acquisition are set out in section 1.6 below.

1.2 Information about GIS

Founded in 2007, GIS is an unlisted proprietary limited company that provides specialised labour hire to the construction and maintenance industries. GIS has grown significantly and now employs approximately 400 full-time, casual and contract staff. GIS provides a high level of customer service and support for its customers' diverse labour requirements and is a market leader in its sector.

GCS and GIS have an existing strong working relationship, with GCS currently a major supplier of hire equipment to GIS.

The majority of GIS revenue is derived from day labour hire on medium term projects and it also operates a small number of long term contracts.

GIS operates in Western Australia and Queensland and has offices in Perth, regional Western Australia and Queensland.

1.3 Summary of the SSD

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The Company and the Sellers entered into the SSD on 15 April 2011.

The material terms of the SSD are:

• (a) Subject to the satisfaction or waiver of certain conditions precedent, including the following:
  • (i) Shareholders approving the issue of Shares to the Sellers (the approval the subject of Resolution 2); and
  • (ii) certain key executives of GIS entering into an executive employment contract in a form satisfactory to the Company,
  • the Company has agreed to acquire 100% of the shares in GIS (GIS Acquisition).
• (b) The purchase consideration under the SSD is:
  • (i) the payment of a total of $16,398,278 to the Sellers; and
  • (ii) the issue of a total of 14,304,071 Shares to the Sellers.

The share consideration is subject to a voluntary escrow under which 100% of the share consideration issued to the Sellers will not be transferable until 01 March 2012, and the remaining 50% will not be transferable until 31 October 2012.

• (c) The SSD includes a number of customary warranties and indemnities in relation to the GIS business in favour of the Company given by the Sellers and parties involved in the management of GIS's business.
• (d) The Company may terminate the SSD if:
  • (i) GIS is wound up or dissolved (other than for the purposes of reconstruction or amalgamation);
  • (ii) a receiver, liquidator or similar official is appointed over the whole or a substantial part of the property of GIS or any Seller;
  • (iii) the holder of an encumbrance takes possession over the whole or a substantial part of the property of GIS or any Seller;
  • (iv) there is a breach of warranty before Completion that would result in or would reasonably be likely to result in a loss to the Company in excess of $50,000;
  • (v) an event or events occurs which has a material adverse effect on the business of GIS; or
  • (vi) there is a material breach of the SSD.

1.4 Capital structure

The capital structure of the Company following implementation of all of the Resolutions contained in this Notice of Meeting is set out below:

Shares	Number
Current shares on issue	101,350,916*
Shares to be issued as part consideration for acquisition of GIS (as contemplated by Resolution 2)	14,304,071
Total Shares	115,654,987

* This number includes the 10,000,000 shares to be issued pursuant to the Placement.

1.5 Advantages of the GIS Acquisition

The Directors are of the view that the GIS Acquisition is good for GCS and represents a major boost for the group, delivering significant revenue and earnings growth commencing in FY12. The transaction is a strategic fit with the existing GCS business, providing access to a significantly expanded pool of labour in a tightening market, expanding the service offering to key clients in addition to GCS' own labour hire services, and provides access to new markets for both GCS and GIS.

There are a number of advantages of the GIS Acquisition for the Company that are relevant to a Shareholder's decision on how to vote on the proposed Resolutions, including:

• (a) The GIS business in providing specialist construction services and labour to the construction industry is highly complementary to the Company's existing operations.
• (b) The GIS acquisition brings good balance to GCS in that GIS is a low capital intensive business compared to the GCS core existing services which have higher capital demands.
• (c) The GIS Acquisition will allow the Company to further diversify the services it offers to its existing customer and therefore the Company will be better insulated against market and operational risks.
• (d) The Company will be able to utilise GIS relationships with construction companies in Queensland, and therefore potentially expand operations to Queensland.
• (e) The GIS Acquisition will allow the Company to leverage GIS relationships with major construction companies and so will assist the Company to expand its customer base.
• (f) GIS is exposed to a broad number of sectors that are complementary to the GCS business, including commercial construction, civil construction, oil and gas, industrial services and energy and provides opportunities for further cross-selling of services.
• (g) The key principals of GIS each have more than twenty years of experience in the West Australian labour hire industry.

NOTICE OF GENERAL MEETING (CONTINUED)

1.6 Risks of the GIS Acquisition

There are a number of risks associated with the construction industry. Based on the information available, a non-exhaustive list of risk factors are as follows:

• (a) Any acquisition by its nature involves a degree of risk that the due diligence process does not identify all matters which may materially affect the operations and financial performance of the business being acquired.
• (b) There are risks that the integration between the businesses of GIS and the Company may take longer than expected, that senior management and customers of GIS are not retained and that the anticipated benefits and efficiencies of the integration are less than estimated. The Company does not expect significant integration risk as it intends to continue GIS' existing operations and maintain GIS' current management. In effect, it is intended that GIS will operate as a stand-alone entity within the GCS group.
• (c) Any downturn in the Western Australian construction industry (and more broadly, the Australian construction industry) is likely to have a significant effect on the Company's financial performance.
• (d) A significant portion of the GIS business is the provision of day labour hire, which can be terminated with little or no notice. Accordingly, GIS' ongoing performance will be dependent on its ability to source day labour hire jobs in the construction industry.
• (e) The GIS operations are labour intensive and therefore the ongoing performance and growth of GCS depends on its ability to retain and attract employees so that it can adequately staff its jobs. Accordingly, there is a risk that labour and skill shortages may affect the GIS financial performance and growth.
• (f) Industrial action and union disputes are possible and the performance of both the Company and GIS would likely be affected if industrial action or union disputes were to occur. The sites to which GIS supplies labour are unionised and GIS has significant experience working with the relevant unions.
• (g) Increased competition in the market for the services provided by GIS may result in price reductions, reduced operating margins and a reduction in market share. Accordingly, an increase in competition may adversely affect the GIS financial position and performance and in turn the performance of the Company post the transaction.
• (h) GIS and the Company's performance may be affected by factors such as inflation, labour prices, exchange rates and interest rates.

2 Notes on Resolutions 1 and 2: Approval of Placement and share issue to Sellers pursuant to GIS Acquisition

2.1 Resolution 1: Approval of Placement

As announced to ASX on 20 April 2011, the Company has agreed to issue 10,000,000 Shares in order to fund the cash consideration component of the GIS Acquisition.

Broadly, Listing Rule 7.1 prohibits an entity issuing or agreeing to issue equity securities that, in any rolling 12-month period, amount to more than 15% of its ordinary securities (calculated in accordance with a prescribed formula) unless it gets Shareholder approval or an exception applies.

The issue and allotment of shares pursuant to the Placement did not exceed the Company's 15% limit. However, Listing Rules 7.1 and 7.4 allow the Company to ratify, in general meeting, an issue of securities so that the issue will be treated as having been made with Shareholder approval for the purposes of ASX Listing Rule 7.1. This has the effect of 'refreshing' the Company's 15% capacity.

Accordingly, in order to refresh the Company's capacity to issue securities going forward, the Company is seeking ratification of the Placement under Listing Rule 7.4.

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

• • Number of securities: the number of securities issued was 10,000,000 ordinary shares.
• • Price: the price at which the securities were issued was $1.80 per share.
• • Terms: the securities issued were fully paid ordinary shares in the capital of the Company, ranking equally with the existing ordinary shares on issue at the date of allotment.
• • Allottees: the shares were issued to sophisticated and professional investors, with the Placement being arranged by Bell Potter Securities.
• • Use of funds raised: the funds raised will be used to fund the cash component of the consideration for the GIS Acquisition.

The securities will be issued on or around 28 April 2011.

The Board of Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

NOTICE OF GENERAL MEETING (CONTINUED)

2.2 Resolution 2: Approval of share issue to Sellers pursuant to GIS Acquisition

As discussed in section 2.1 above, the effect of Listing Rule 7.1 is to cap the number of securities that the Company can issue in any 12 month period to 15% of its ordinary securities.

Under Resolution 2, the Company is seeking prior Shareholder approval under ASX Listing Rule 7.1 for the future allotment and issue of up to 14,304,071 Shares to the Sellers, in consideration of the GIS Acquisition. Whilst the proposed issue of 14,304,071 Shares to the Sellers will not exceed the Company's 15% limit (provided Resolution 1 is passed), the approval by Shareholders of the Share issue to the Sellers will mean that the Shares issued do not reduce the Company's 15% capacity under Listing Rule 7.1.

In compliance with the information requirements of ASX Listing Rule 7.3, Shareholders are advised of the following particulars in relation to the allotment and issue of securities the subject of Resolution 2:

• • Number of securities: The maximum number of Shares to be allotted and issued is 14,304,071.
• • Date by which securities are to be issued and allotted: The Shares will be issued and allotted upon completion of the SSD, which is subject to the satisfaction of certain conditions precedent, and in any case, no later than 3 months after the date of the General Meeting.
• • Issue price: The Shares will be issued at an effective issue price being the market price at the time of issue.
• • Allottees: The Shares will be issued to the Sellers. None of the Sellers are related parties of the Company.
• • Terms: The Shares will rank equally in all respects with the Company's existing Shares.
• • Use of funds: The Shares will be issued to the Sellers as partial consideration for the Acquisition. The remainder of the consideration under the Acquisition will comprise $16,398,278 cash that has been raised through the Placement the subject of Resolution 1.

The Board of Directors unanimously recommends that Shareholders vote in favour of Resolution 2.

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GLOSSARY

ASX means the Australian Securities Exchange Limited (ACN 008 624 691).

ASX Listing Rules or Listing Rules means the listing rules of ASX.

Board means the board of directors of the Company.

Company means Global Construction Services Ltd (ACN 104 662 259).

Directors means the current directors of the Company.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice.

GCS means Global Construction Services Ltd (ACN 104 662 259).

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

GIS means Global Industrial Services (Aust) Pty Ltd (ACN 143 178 803).

GIS Acquisition or Acquisition means the purchase by the Company of all the shares in GIS as described in section 1 of this Explanatory Memorandum.

Notice means the notice of meeting to which this Explanatory Memorandum is attached.

Placement means the placement by the Company of Shares to sophisticated and professional investors announced on ASX on 20 April 2011.

Resolutions means Resolution 1 and Resolution 2 of this Explanatory Memorandum.

Sellers means the current shareholders of GIS.

Share means an ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

SSD means the Share Sale Deed entered into by GCS to acquire 100% of the shares in GIS.

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