Ventia Services : Notice of Meeting 2022

Ventia Services Group Limited

ABN 53 603 253 541

Level 8, 80 Pacific Highway

North Sydney NSW 2060

AUSTRALIA

For further information, please contact:
Investors	Media
Chantal Travers	Sarah McCarthy
General Manager Investor Relations	General Manager Brand, Marketing & Communications
[e-mail]	[e-mail]
[phone]	[phone]
About Ventia

ventia.com

ASX and NZX Release

1 April 2022

2022 Annual General Meeting

Ventia Services Group Limited (Ventia) will hold its first Annual General Meeting (2022 AGM) at 10.00am on Thursday 5 May 2022 (Sydney time).

Enclosed are the following documents relating to the 2022 AGM:

• • Notice of Meeting

• • Voting Form

• • 2022 AGM Access Notice

Copies of the above documents and associated materials will be made available on:

• • Computershare's Investor Vote page for Ventia's 2022 AGM at:www.investorvote.com.au

• • Ventia's website at:www.ventia.com/AGM

This announcement was authorised by the Company Secretary.

-Ends-

Ventia is a leading essential infrastructure services provider in Australia and New Zealand, proudly providing the services that keeps infrastructure working for our communities. Ventia has access to a combined workforce of more than 35,000 people, operating in over 400 sites across Australia and New Zealand. With a strategy to redefine service excellence by being client-focused, innovative and sustainable, Ventia operates across a broad range of industry segments, including defence, social infrastructure, water, electricity and gas, resources, telecommunications and transport.

Dear Shareholder,

The Board of Ventia Services Group Limited (Ventia or Company) is delighted to convene its first Annual General Meeting (AGM) as a listed entity on the ASX and the NZX (as a foreign exempt issuer).

The AGM will take place on Thursday, 5 May 2022 at 10:00am (Sydney time) as a virtual only meeting. Registration will open from 9.00am (Sydney time).

The AGM is an important event for the Company and the Board is looking forward to engaging with shareholders at the first AGM. We will provide you with an update on how we are delivering on Ventia's strategy of redefining service excellence, whilst putting health and safety at the centre of everything that we do.

We encourage shareholders to participate in the AGM online athttps://meetnow.global/M5KTRGV.

Whilst shareholders will be able to vote online during the AGM, you are encouraged to lodge a direct vote or appoint a proxy ahead of the AGM, even if participating online. If you are unable to participate in the AGM, please lodge your direct vote or appoint a proxy ahead of the AGM. Further details on how you can participate in the AGM are set out in the following pages.

We encourage shareholders to actively participate through the online platform and ask questions online or by phone.

It is important that you have the opportunity to communicate your views to us. This will include asking questions to our auditor, Deloitte.

We will attempt to address the more frequently asked questions in the Chairman's and/or Group CEO's presentations at the AGM.

Shareholders who are unable to attend the AGM or who may prefer to register questions in advance are encouraged to do so by clicking herehttps://www.ventia.com/investor-centre.

Enclosed with this letter are both the Notice of Meeting and Explanatory Statement, which contain more detailed information in respect of the items of business of the AGM and voting procedures.

We look forward to engaging with you at the AGM.

David Moffatt

Chairman

The 2022 Annual General Meeting (AGM) of Ventia Services Group Limited (Company or Ventia) will be held online athttps://meetnow.global/M5KTRGV, on Thursday, 5 May 2022 at 10:00am (Sydney time). Registration will open from 9:00am (Sydney time).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the items of business to be considered at the AGM.

ORDINARY BUSINESS

1. 2021 Annual Report

To receive and consider the financial report, the directors' report and the auditor's report for the financial year ended 31 December 2021.

There is no vote on this item.

2. Adoption of 2021 Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution:

"To adopt the 2021 remuneration report for the financial year ended 31 December 2021."

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

3. Election of Directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

3a: "That David Moffatt, who retires in accordance with

Rule 8.1 of the Company's Constitution and, being eligible, be elected as a Director of the Company."

3b: "That Kevin Crowe, who retires in accordance with

Rule 8.1 of the Company's Constitution and, being eligible, be elected as a Director of the Company."

4. Appointment of Auditor

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

"That pursuant to section 327B of the Corporations Act and for all other purposes, approval is given for the appointment of Deloitte Touche Tohmatsu as the Company's External Auditor, with effect from the date of the AGM."

Notes

If it is necessary for Ventia to give further updates on the arrangements for the AGM, we will inform Shareholders through our investor website (https://www.ventia.com/investor-centre)

and via an announcement on the ASX and NZX.

PARTICIPATING IN THE AGM ONLINE

Shareholders must use the Share Registry's Meeting Platform to attend and participate in the AGM. To participate in the AGM, Shareholders can log in by entering the following URLhttps://meetnow.global/M5KTRGV on a computer, tablet or smartphone.

If Shareholders choose to participate in the AGM online, registration will open at 9:00am (Sydney time) on Thursday, 5 May 2022.

To participate in the AGM online follow the instructions below.

• 1. Click on 'Join Meeting Now'.

• 2. Enter the SRN/HIN. Proxyholders and corporate representatives will need to contact Computershare on [phone] prior to the AGM to obtain their login details.

• 3. Enter the postcode registered to the Shareholder's holding if you are an Australian Shareholder. If an overseas Shareholder select the country of the registered holding from the drop-down list.

• 4. Accept the Terms and Conditions and 'Click Continue'.

Shareholders can view the AGM live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the AGM is in progress.

Whilst Shareholders will be able to vote on the Resolutions online during the AGM in real-time, Shareholders are encouraged to lodge a direct vote or appoint a proxy ahead of the AGM, even if they are participating online. If Shareholders are unable to attend the AGM, Shareholders are encouraged to appoint a proxy or vote directly on the Voting Form.

Further information regarding participating in the AGM online, including browser requirements, is detailed in the Online Meeting Guide available atwww.computershare.com.au/virtualmeetingguide.

Shareholders are also be able to ask questions verbally via telephone on the number that will be available on the online platform.

Technical difficulties

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the AGM should proceed in the event that a technical difficulty arises.

In exercising this discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the AGM is affected.

Where the Chairman considers it appropriate, the Chairman may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a direct vote or appoint a proxy even if they plan to attend through the virtual platform.

Entitlement to vote

Shareholders are eligible to participate and vote at the AGM if they are registered holders of the Company's Shares at 7:00pm (Sydney time) on Tuesday, 3 May 2022, subject to the voting restrictions described in this Notice of Meeting and Explanatory Statement.

Direct voting - prior to the AGM

Shareholders are entitled to vote directly by marking Section A "Vote Directly" on the Voting Form that accompanies this Notice of Meeting. Shareholders will then not need to appoint a proxy to act on its behalf.

A direct vote will take priority over the appointment of a proxy. For a valid direct vote to be recorded Shareholders must mark 'For', 'Against', or 'Abstain' on each Resolution. Where a direct vote has been validly submitted in advance of the AGM, the Shareholder's attendance or participation in the AGM cancels the direct vote, unless the Shareholder instructs the Company or, at its instruction, the Share Registry otherwise.

Voting by Proxy

A Shareholder is entitled to appoint a proxy to attend and vote on its behalf. To do so, Shareholders should mark Section B "Appoint a Proxy" on the Voting Form to appoint the Chairman of the AGM as its proxy or insert the name of its alternative proxy in the space provided.

The following applies in terms of proxy appointments:

• • a proxy need not be a Shareholder, and may be an individual or a body corporate;

• • a Shareholder entitled to cast two or more votes may appoint two proxies; and

• • where two proxies are appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the votes each proxy may exercise, each proxy may exercise half of that Shareholder's votes.