Supplementary Prospectus

SUPPLEMENTARY
PROSPECTUS
Joint Lead Managers
Supplementary prospectus dated 15 November 2021 to be read
together with the Prospectus dated 26 October 2021 issued by Ventia
Services Group Limited ABN 53 603 253 541 and Ventia SaleCo Limited
ACN 654 078 878 offering fully paid ordinary shares in Ventia.

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This document is a supplementary prospectus. It supplements a prospectus dated 26 October 2021 issued by Ventia
Services Group Limited ABN 53 603 253 541 (Ventia) and Ventia SaleCo Limited ACN 654 078 878 (SaleCo) offering
fully paid ordinary shares in Ventia (Prospectus).
This supplementary prospectus must be read together with the Prospectus.
A term with a defined meaning in the Prospectus has the same meaning in this supplementary prospectus, and
information in the Important Notices and Disclaimer Section of the Prospectus applies to this supplementary
prospectus to the extent relevant.
The supplementary prospectus does not constitute an offer or invitation in any place in which, or to any person to whom,
it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the
Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia and New Zealand.
The distribution of the supplementary prospectus outside Australia and New Zealand (including electronically) may
be restricted by law and persons who come into possession of the supplementary prospectus outside Australia and
New Zealand should seek advice and observe any such restrictions. Any failure to comply with such restrictions
may constitute a violation of applicable securities laws. For details of selling restrictions that apply to the Shares in
certain jurisdictions outside of Australia and New Zealand, please refer to Section 9 of the Prospectus.
This supplementary prospectus may not be distributed to, or relied upon by, persons in the United States, unless
accompanied by the US Institutional Offering Memorandum as part of the Institutional Offer. The Shares being
offered pursuant to this Prospectus have not been, and will not be, registered under the US Securities Act or any
securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United
States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act
and any other applicable securities laws of any state or other jurisdiction of the United States.
The Offer is not being extended to any investor outside of Australia and New Zealand, other than to certain
Institutional Investors as part of the Institutional Offer. Please refer to Section 9 of the Prospectus for more detail on
selling restrictions that apply to the Offer and the sale of Shares in jurisdictions outside of Australia and New Zealand
1.1. Final Price
The Prospectus stated that the Final Price may be set below, within or above the Indicative Price Range.
The Final Price has now been set at $1.70 per Share, which is below the Indicative Price Range of $2.75 – $3.15 per Share.
The institutional bookbuild process to be held over 15-16 November 2021 will not determine the Final Price, but will
be used to determine the allocation of Shares under the Institutional Offer and the overall size of the Institutional
Offer, relative to the other components of the Offer.
1.2. Number of Shares to be issued by Ventia
The total number of Shares to be issued in the Offer by Ventia has been fixed at 219.9 million Shares, to raise
$374 million.
The amount to be raised by Ventia, net of costs of the Offer (which will be approximately $351.1 million, being
$374 million raised, net of costs of the Offer of approximately $23 million), will remain consistent with the amount
of $351.1 million stated in the Prospectus (which assumed the Final Price was at the midpoint of the Indicative Price
Range). However, the total number of Shares to be issued is greater than stated in the Prospectus (which stated that
126.0 – 143.2 million Shares would be issued).
1.3. Number of Shares to be sold in the Offer
The total number of Shares to be sold by SaleCo in the Offer will be 37.6 million Shares, to raise sale proceeds of
$64 million.
The total number of Shares to be sold and the amount of sale proceeds to be raised is less than stated in the
Prospectus (which stated that 220.9 million Shares would be sold to raise sale proceeds of $607 – $696 million,
assuming no Over-allocation, or that 255.6 million Shares would be sold to raise sale proceeds of
$703 – $805 million, assuming maximum Over-allocation).
There will be no Over-allocation and no Market Stabilisation Activities.

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1.4. Holdings of Existing Shareholders on Completion
The Existing Shareholders will each hold 32.8% of the Shares on issue following Completion of the Offer (or
280.4 million Shares each).
This is greater than stated in the Prospectus (which stated that the Existing Shareholders would each hold
22.3% – 24.5% of the Shares following Completion of the Offer and any exercise of the Over-allocation Option,
depending on whether or not the Over-allocation Option was exercised, or 171.4 – 188.7 million Shares, at the
midpoint of the Indicative Price Range).
All of Existing Shareholders’ retained Shares will still be subject to voluntary escrow arrangements as described in
Section 9.8.2 of the Prospectus.
1.5. Underwriting
The Offer Management Agreement has been amended to provide for underwriting of the Offer at the Final Price
(subject to conditions precedent and termination events set out in the Offer Management Agreement).
1.6. Financial Information
There are no material changes to the financial information in Section 4 of the Prospectus. The only changes relate to
the statutory income statement and statutory cash flows in CY2021F and the pro forma consolidated balance sheet
due to lower Offer costs and the revised size of the Offer. There are also changes to the statutory financial metrics
reflecting the changes to the statutory income statement and statutory cash flows. There are no changes to the pro
forma historical and pro forma forecast financial information, and there is no impact on the pro forma consolidated
indebtedness.
1.7. Gateway Motorway project
The Prospectus stated in Section 9.9.2 that Ventia was aware of the potential for claims to arise against Ventia
group companies in relation to the Gateway Motorway project and that Ventia believed that a third party claim
against Visionstream Australia or GMS could be served in the near-term, since Court orders in that litigation required
all third party claims by the defendants (including the head design and construction contractor) to be filed in
mid-November 2021. Visionstream Australia and GMS have now each been served with claims, as detailed in the
attached changes to the Prospectus.
1.8. Consequential changes to the Prospectus
Appendix 1 sets out consequential changes to the Prospectus.
1.9. Important dates
The Key Offer Dates on page 6 of the Prospectus remain the same. Those dates are indicative only and may change
without notice.
1.10. Applications
An Applicant wishing to apply for Shares should still use the Application Form for Shares included in the Prospectus.
1.11. Statement of Directors
This supplementary prospectus has been authorised by each Director and each SaleCo Director. Each Director and
SaleCo Director has consented to its lodgement with ASIC and its issue and has not withdrawn that consent. The
Directors have made enquiries and nothing has come to their attention to suggest that Ventia is not continuing to
earn profit from continuing operations up to the date of this supplementary prospectus.

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APPENDIX 1. CONSEQUENTIAL CHANGES TO THE PROSPECTUS
1. Key Offer Statistics
The following updated information replaces the Key Offer Statistics tables at pages 6 and 7 and in Section 1.7.1 of
the Prospectus:
1. The Key Offer Statistics contain Forecast Financial Information, which is prepared on the basis of the general and specific assumptions set out in
Sections 4.9.1 and 4.9.2 and should be read in conjunction with the discussion of the Pro Forma Historical Financial Information and the Pro Forma
Forecast Financial Information in Sections 4.8 and 4.9, including the sensitivities set out in Section 4.10 and the risk factors set out in Section 5. The
above table contains non-IFRS financial measures, which are discussed in Section 4.2.8.
2. Includes 37.2 million EIP Shares, which will be reclassified as Shares by Completion as discussed in Section 6.3.4.1.
3. Pro forma historical net debt is the indebtedness of Ventia as of 30 June 2021 (plus lease liabilities, less estimated cash and cash equivalents), adjusted
for the repayment of the Existing Banking Facilities, anticipated drawings under the New Banking Facilities and receipt of the net proceeds of the Offer
upon Completion, as if these actions took place as at 30 June 2021 (refer Section 4.7.2 for further details).
4. Enterprise value is calculated as the sum of the market capitalisation of Ventia (based on the total number of Shares on issue at Completion and the Final
Price) and pro forma historical net debt.
5. Refer to Section 4.2.8 for an explanation of EBITA and NPATA. Refer to footnote 1 regarding Forecast Financial Information.
6. Calculated as the implied dividend per Share based on a 75% dividend payout ratio on forecast CY2022 NPATA divided by the Final Price. The payment
of a dividend by the Company is at the discretion of the Directors and will be a function of a number of factors the Directors may consider relevant. No
assurances can be given by any person, including the Directors, about the payment of any dividend or the level of franking on any such dividend. For
more details on the Company’s dividend policy, see Section 4.12.
Key Offer Statistics
1
Final Price$1.70 per Share
Total proceeds under the Offer $438 million
Proceeds of the Offer raised by the issue of Shares in the Company $374 million
Proceeds of the Offer paid to Existing Shareholders $64 million
Total number of Shares available under the Offer 257.5 million Shares
Total number of New Shares to be issued under the Offer 219.9 million Shares
Total number of Existing Shares to be sold under the Offer 37.6 million Shares
Number of Shares to be held by Existing Shareholders at Completion 560.7 million Shares
Total number of Shares on issue at Completion
2
855.5 million Shares
Market capitalisation based on the total number of Shares on issue at Completion
and the Final Price
$1,454 million
Pro forma historical net debt as at 30 June 2021
3
$722 million
Enterprise value based on the Final Price
4
$2,176 million
Enterprise value / Pro Forma forecast CY2021 EBITA
5
9.5x
Enterprise value / Pro Forma forecast CY2022 EBITA
5
7.9x
Market capitalisation / Pro Forma forecast CY2021 NPATA
5
10.4x
Market capitalisation / Pro Forma forecast CY2022 NPATA
5
8.5x
Market capitalisation / Pro Forma forecast CY2021 NPAT
5
11.8x
Market capitalisation / Pro Forma forecast CY2022 NPAT
5
9.4x
Implied forecast dividend yield for CY2022
6
8.9%
CONSEQUENTIAL
CHANGES TO THE
PROSPECTUS
APPENDIX 1.

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2. Chairman’s letter – page 10 of the Prospectus
The following paragraph replaces the ninth paragraph of the Chairman’s letter:
We have historically generated, and are forecasting, strong free cash flow supporting our initial forecast
dividend yield of 8.9%
7
.
The following paragraphs replace the twelfth, thirteenth and fourteenth paragraphs of the Chairman’s letter:
Through the Offer, Ventia and SaleCo are seeking to raise $438 million through the issue and sale of
257.5 million Shares at the Final Price.
Ventia is seeking proceeds of $374 million through the issue of approximately 219.9 million Shares. SaleCo is
seeking proceeds of $64 million through the sale of approximately 37.6 million Shares, currently owned by the
Existing Shareholders, Apollo and CIMIC, at the Final Price.
Following Completion of the Offer, the Existing Shareholders will each hold 32.8% of the Shares on issue (or a
total of 65.5% of such Shares).
3. Section 1.9 ‘Who are the Existing Shareholders and what will their interest in
Ventia be following the Offer?’
The following replaces the text in Section 1.9 ‘Who are the Existing Shareholders and what will their interest in
Ventia be following the Offer?’:
The following table represents the Existing Shareholders’ interests in Shares on Completion:
Existing Shareholders interest in Ventia on Completion
CIMIC32.8%
Apollo
32.8%
Total interest
65.5%
4. Section 1.9 What significant benefits and interests are payable to Directors and
other persons connected with Ventia or the Offer and what significant interests
do they hold?
The following table replaces the table in Section 1.9 ‘What significant benefits and interests are payable to Directors
and other persons connected with Ventia or the Offer and what significant interests do they hold?’, and the bullet
point which precedes the table:
•
The following table represents the Directors’ respective interests in Shares on Completion:
Directors’ respective interest in Ventia on Completion
David Moffatt
1.2%
Total Directors’ interest
1.2%
7. Calculated as the implied dividend per Share based on a 75% dividend payout ratio on forecast CY2022 NPATA divided by the Final Price. The payment
of a dividend by the Company is at the discretion of the Directors and will be a function of a number of factors the Directors may consider relevant. No
assurances can be given by any person, including the Directors, about the payment of any dividend or the level of franking on any such dividend. For
more details on the Company’s dividend policy, see Section 4.12.

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APPENDIX 1. Consequential Changes to the ProsPeCtus
Ventia Supplementary Prospectus
5. Section 1.10 ‘What is the Offer?’
The following replaces the text in Section 1.10 ‘What is the Offer?’:
•
The Offer is an initial public offering of 219.9 million Shares for issue by the Company and 37.6 million
Shares for sale by SaleCo.
•
Following Completion of the Offer, the Existing Shareholders will hold 65.5 % of the Shares on issue. The
Shares offered under this Prospectus will represent 30.1% of the Shares on issue following the Offer.
•
All Shares will be issued and sold at the Final Price.
6. Section 1.10 ‘What are the Market Stabilisation Activities?’ and ‘What would
be the impact of any Market Stabilisation Activities on the Shareholding of the
Existing Shareholders?’
The questions, answers and Section references in Section 1.10 ‘What are the Market Stabilisation Activities?’ and
‘What would be the impact of any Market Stabilisation Activities on the Shareholding of the Existing Shareholders?’
are deleted.
7. Section 1.10 ‘Is the Offer underwritten?’
The following replaces the text in Section 1.10 ‘Is the Offer underwritten?’:
Yes. The Offer is underwritten (subject to conditions precedent and termination events set out in the Offer
Management Agreement).
8. Section 4 Financial Information
The following table replaces Table 22 in Section 4:
Table 22: Summary statutory historical consolidated statements of profit or loss for CY2018 to CY2020 and
summary statutory forecast consolidated statements of profit or loss for CY2021F to CY2022F
Statutory HistoricalStatutory Forecast
$ millionsCY2018CY2019CY2020CY2021FCY2022F
Services revenue2,233.22,255.53,223.24,501.34,942.6
Other income(0.0)0.80.70.4–
Total revenue2,233.22,256.23,223.94,501.74,942.6
Total operating expenses(2,038.0)(2,026.1)(2,961.2)(4,207.6)(4,539.9)
Share of profits in joint venture entities8.45.63.15.42.9
EBITDA203.6235.8265.8299.5405.5
Depreciation(12.9)(45.5)(79.4)(104.8)(105.4)
Amortisation(18.8)(22.6)(59.6)(81.0)(56.1)
EBIT171.8167.6126.8113.7244.0
Net finance costs(74.7)(79.3)(92.4)(142.2)(30.0)
Profit/(loss) before tax97.188.334.4(28.5)214.0
Tax expense(27.0)(26.2)(10.3)19.0(64.2)
Net profit/(loss) from continuing operations70.162.124.1(9.4)149.8
Profit after tax from discontinued operations––3.924.6–
N PAT70.162.128.015.2149.8

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The following table replaces Table 24 in Section 4:
Table 24: Pro forma adjustments to the statutory consolidated historical and forecast statements of profit or
loss for CY2018 to CY2022F
HistoricalForecast
$ millionsNoteCY2018CY2019CY2020CY2021FCY2022F
Statutory NPAT70.162.128.015.2149.8
Broadspectrum Pro Forma Adjustments1(32.8)(30.5)(9.7)(24.7)–
Broadspectrum transaction and
integration costs
2–6.049.967.23.1
Amortisation3––24.026.45.8
Offer-related costs4–––7.4–
Listed public company costs5(8.7)(8.7)(8.7)(7.3)–
Ventia shareholder fee63.43.53.02.6–
Remuneration changes7(2.2)(4.6)(8.2)(3.5)–
AASB 16 Leases8(1.3)––––
Total operating expense adjustments
(pre-tax)
(41.7)(34.3)50.468.28.9
Interest expense adjustments974.373.873.1112.0(0.8)
Income tax adjustments10(24.1)(19.6)(45.5)(71.9)(2.4)
Total adjustments8.519.978.0108.25.7
Pro forma NPAT78.682.0106.0123.4155.5
Amortisation of acquired intangibles
(after tax)
21.419.513.416.416.3
Pro forma NPATA 100.0101.5119.5139.8171.8
Notes:
1. Includes NPAT from Broadspectrum. Refer to Section 4.2 for further information.
2. Excludes transaction and integration costs relating to the acquisition of Broadspectrum and the sale of APP.
3. Excludes Ventia accelerated amortisation relating to software and brand that will not be used by Ventia post-integration of the Broadspectrum
acquisition.
4. Excludes Offer-related costs which are expected to be expensed. Assumes a primary raising by the Company of $374 million and secondary raising by
SaleCo of $64 million.
5. Includes Ventia’s estimate of incremental costs that it will incur as a listed company.
6. Excludes Ventia’s current shareholder fee structure which will not be in place following Completion of the Offer.
7. Excludes the existing executive incentive plan and includes Ventia’s new share-based payment plan which will be implemented upon Completion.
8. Includes the impact of AASB 16 Leases (which was adopted by Ventia and Broadspectrum on 1 January 2019) as if this standard had been adopted from
1 January 2018 (refer to Section 4.2.5).
9. Includes interest expense on the New Banking Facilities as though they had been in place from 1 January 2018 and excludes the repayment of the
existing debt facilities (and close-out of associated hedges), including the removal of the existing amortisation and write-off of borrowing costs
associated with the existing debt facilities.
10. Application of a pro forma tax rate of 30%, which is the Australian corporate tax rate and is reflective of Ventia’s anticipated tax rate following
Completion.

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APPENDIX 1. Consequential Changes to the ProsPeCtus
Ventia Supplementary Prospectus
The following table replaces Table 29 in Section 4:
Table 29: Key historical and forecast pro forma and statutory financial metrics for CY2018 to CY2022F
HistoricalForecast
CY2018CY2019CY2020CY2021FCY2022F
Pro forma
Total revenue growthN/A1.0%(4.4%)(2.0%)9.8%
EBITDA growthN/A(0.7%)0.9%3.2%11.7%
EBITDA Margin7.4%7.3%7.7%8.1%8.3%
EBITA growthN/A1.3%14.9%14.4%20.1%
EBITA Margin3.6%3.6%4.4%5.1%5.6%
EBIT growthN/A3.4%23.6%13.6%22.5%
EBIT Margin3.0%3.1%4.0%4.6%5.1%
NPAT growthN/A4.3%29.3%16.4%26.0%
NPATA growthN/A1.5%17.7%17.0%22.9%
Operating Cash Flow Conversion
87.5%82.4%87.0%84.7%91.4%
Statutory
Total revenue growthN/A1.0%42.9%39.6%9.8%
EBITDA growthN/A15.8%12.7%12.7%35.4%
EBITDA Margin9.1%10.5%8.2%6.7%8.2%
EBIT growthN/A(2.4%)(24.4%)(10.4%)114.7%
EBIT Margin7.7%7.4%3.9%2.5%4.9%
NPAT growthN/A(11.4%)(54.9%)(46.0%)888.8%
Operating Cash Flow Conversion 75.5%91.4%

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The following table replaces Table 31 in Section 4:
Table 31: Summary pro forma historical and forecast consolidated statements of cash flows for CY2018 to CY2022F
Pro Forma HistoricalPro Forma ForecastStatutory Forecast
$ millionsNoteCY2018CY2019CY2020CY2021FCY2022FCY2021FCY2022F
EBITDA354.1351.5354.5365.8408.6299.5405.5
Non-cash share-based payments7.57.57.57.57.54.07.5
Changes in Net Working Capital(51.8)(69.3)(53.6)(63.6)(42.5)(77.5)(42.5)
Operating Cash Flow
309.8289.7308.4309.7373.7226.0370.6
Lease payments1(88.8)(82.1)(80.8)(78.0)(78.0)(78.0)(78.0)
Maintenance Capital Expenditure(21.2)(15.6)(15.1)(30.3)(33.6)(30.3)(33.6)
Growth Capital Expenditure(21.3)(45.0)(14.9)(11.3)(7.4)(11.3)(7.4)
Proceeds from asset sale 2
–––––91.1–
Cash flow before financing and tax
178.4146.9197.6190.1254.7197.5251.6
Interest paid3(22.6)(21.0)(77.6)(21.0)
Tax paid(45.4)(56.8)(23.9)(56.8)
Dividends to Shareholders in
H1CY2021
4––(38.5)–
Repayment of existing debt5––(1,450.9)–
New Banking Facilities6––743.4–
Issue of New Shares––373.8–
Offer-related costs7––
(10.6)–
Net cash flows before dividends to
New Shareholders
122.1176.9
(286.9)173.8
Notes:
1. Comprises principal and interest payments in respect of leased assets accounted for under AASB 16 Leases.
2. Relates to proceeds from the sale of APP in CY2021F.
3. Pro forma interest paid is based on the New Banking Facilities, while Statutory Financial Information includes the costs of the existing debt facilities prior
to Completion and the New Banking Facilities from Completion.
4. Relates to dividends paid to Ventia’s existing shareholders in H1CY2021.
5. Reflects the repayment of the existing debt facilities (and close-out of associated hedges).
6. Reflects drawdown of the New Banking Facilities net of costs incurred with the establishment of the New Banking Facilities.
7. Comprises capitalised portion of costs associated with the Offer (the expensed portion of these costs is included in EBITDA).

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The following table replaces Table 35 in Section 4:
Table 35: Pro forma adjustments to the statutory forecast consolidated statements of cash flows for CY2021F
to CY2022F
Forecast
$ millionsNoteCY2021FCY2022F
Statutory net cash flow before dividends to New Shareholders(286.9)173.8
Discontinued operations1(92.2)–
Tax paid2(21.5)–
Net interest payments355.1–
Broadspectrum transaction and integration costs467.23.1
Net Working Capital515.0–
Offer-related costs618.1–
Listed public company costs and director fees7(7.3)–
Ventia shareholder fee82.6–
Dividends to Shareholders in H1CY2021938.5–
Refinance of the existing debt facilities with the New Banking Facilities10707.5–
Proceeds from issue of shares(373.8)–
Other(0.2)–
Pro forma net cash flow before dividends to New Shareholders122.1176.9
Notes:
1. Excludes proceeds from the sale of APP and cash flows from APP in CY2021F.
2. Excludes statutory tax paid and includes pro forma tax paid.
3. Excludes net interest payments under the existing debt facilities and includes net interest payments under the New Banking Facilities.
4. Excludes transaction and integration costs relating to the acquisition of Broadspectrum and the sale of APP.
5. Excludes a cash outflow relating to non-recurring workers’ compensation as a result of the Broadspectrum acquisition.
6. Excludes Offer-related costs.
7. Includes Ventia’s estimate of incremental costs it will incur as a public company.
8. Excludes Ventia’s current shareholder fee structure which will not be in place following Completion of the Offer.
9. Excludes dividends paid to existing Shareholders.
10. Excludes repayment of the existing debt facilities (and associated hedges) and includes drawdown of the New Banking Facilities (net of costs).

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The following table replaces Table 37 in Section 4:
Table 37: Pro forma Historical Consolidated Statement of Financial Position as at 30 June 2021
$ millionsNote
Statutory
Historical
30 June
2021
Recognition
of NZ tax
losses
Before
Completion
of the Offer
Offer
proceeds
net of
Offer Costs
Net
impact of
refinancing
Employee
Incentive
Plan
Pro forma
reflecting
Completion
of the Offer
Cash and cash equivalents1459.2–459.2351.1(657.1)–153.2
Trade and other receivables2745.4–745.4–(7.6)–737.8
Current tax asset31.7–1.7–(1.7)––
Inventories29.9–29.9–––29.9
Derivative assets43.5–3.5–(3.5)––
Current assets
1,239.7–1,239.7351.1(669.9)–921.0
Trade and other receivables8.5–8.5–––8.5
Derivative assets40.9–0.9–(0.9)––
Investments5.0–5.0–––5.0
Deferred tax assets5213.03.0216.06.811.2–233.9
Right-of-use assets124.0–124.0–––124.0
Property, plant and equipment167.2–167.2–––167.2
Intangibles164.3–164.3–––164.3
Goodwill
1,093.0–1,093.0–––1,093.0
Non-current assets
1,775.93.01,778.96.810.3–1,795.9
TOTAL ASSETS
3,015.63.03,018.6357.9(659.6)–2,716.9
Trade and other payables885.7–885.7–––885.7
Derivative liabilities412.4–12.4–(12.4)––
Provisions258.5–258.5–––258.5
Lease liabilities47.0–47.0–––47.0
Current tax liability3
21.6(7.5)14.1–(2.9)–11.1
Current liabilities
1,225.1(7.5)1,217.6–(15.3)–1,202.3
Trade and other payables31.0–31.0–––31.0
Provisions280.2–280.2–––280.2
Derivative liabilities474.0–74.0–(74.0)––
Lease liabilities78.1–78.1–––78.1
Borrowings6
1,284.6–1,284.6–(541.3)–743.4
Non-current liabilities
1,748.0–1,748.0–(615.3)–1,132.7
TOTAL LIABILITIES
2,973.1(7.5)2,965.6–(630.6)–2,335.0
Share capital72.7–2.7363.1––365.8
Reserves8
(4.4)–(4.4)–8.1(3.3)0.4
Retained earnings944.210.554.7(5.2)(37.1)3.315.6
TOTAL EQUITY
42.510.553.0357.9(29.0)–381.9

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Notes:
1. Includes net cash raised pursuant to the Offer, drawings under the New Banking Facilities and repayment of the existing debt facilities (and close-out of
associated hedges) as a result of the refinancing.
2. Includes the write-off of existing capitalised borrowing costs.
3. Includes the recognition of New Zealand tax losses, the tax impact associated with the write-off of existing capitalised borrowing costs and the tax
impact associated with the close-out of existing hedges.
4. Includes the close-out of hedges associated with existing debt facilities.
5. Includes the recognition of New Zealand tax losses, the tax effect of the costs associated with the Offer and the tax impact associated with the write-off
of existing capitalised borrowing costs.
6. Includes the repayment of existing debt facilities, write-off of existing capitalised borrowings costs and the capitalisation and amortisation of refinancing
costs associated with the New Banking Facilities upon Completion (refer to Section 4.7.4). All proceeds from the New Banking Facilities are non-current
liabilities.
7. Includes the issue of New Shares under the Offer offset by the costs after income tax related to the issue of New Shares.
8. Includes the impact on reserves of the close-out of hedges associated with existing debt facilities and the unwind of the existing executive incentive plan.
9. Includes the recognition of New Zealand tax losses, impact of transaction costs relating to the Offer that are required to be expensed, the write-off of
capitalised borrowing costs associated with the existing debt facilities, the close-out of associated hedges, and the unwind of the existing executive
incentive plan.
The following table replaces Table 55 in Section 4:
Table 55: Group forecast consolidated statements of profit or loss for CY2021F and CY2022F
Historical/ForecastChangeChange (%)
$ millionsCY2020CY2021FCY2022FCY2021FCY2022FCY2021FCY2022F
Pro Forma
Total revenue4,591.94,501.74,942.6(90.1)440.8(2.0%)9.8%
EBITDA354.5365.8408.611.342.83.2%11.7%
EBITDA Margin7.7%8.1%8.3%40bps14bpsNMNM
Depreciation(116.1)(104.8)(105.4)11.3(0.5)(9.7%)0.5%
Amortisation of software(37.4)(31.0)(27.1)6.44.0(17.1%)(12.8%)
EBITA201.0229.9276.228.946.314.4%20.1%
EBITA Margin4.4%5.1%5.6%73bps48bpsNMNM
NPAT106.0123.4155.517.432.116.4%26.0%
NPATA119.5139.8171.820.332.017.0%22.9%
Statutory
Total revenue3,223.94,501.74,942.61,277.8440.839.6%9.8%
EBITDA265.8299.5405.533.7106.012.7%35.4%
EBITDA Margin8.2%6.7%8.2%(159bps)155bpsNMNM
Depreciation(79.4)(104.8)(105.4)(25.4)(0.5)32.0%0.5%
Amortisation(59.6)(81.0)(56.1)(21.4)24.835.9%(30.7%)
EBIT126.8113.7244.0(13.1)130.4(10.4%)114.7%
EBIT Margin3.9%2.5%4.9%(141bps)241bpsNMNM
NPAT
28.015.2149.8(12.9)134.7 (46.0%)888.8%

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The following table replaces Table 61 in Section 4:
Table 61: Group pro forma forecast consolidated cash flows for CY2021F and CY2022F
Historical/ForecastChangeChange (%)
$ millionsCY2020CY2021FCY2022FCY2021FCY2022FCY2021FCY2022F
Pro Forma
EBITDA
354.5365.8408.611.242.83.2%11.7%
Non-cash share-based payments
7.57.57.5––––
Changes in Net Working Capital
(53.6)(63.6)(42.5)(10.0)21.218.6%(33.3%)
Operating Cash Flow
308.4309.7373.71.364.00.4%20.7%
Lease payments
(80.8)(78.0)(78.0)2.9(0.0)(3.6%)0.0%
Maintenance Capital Expenditure
(15.1)(30.3)(33.6)(15.2)(3.3)100.5%10.8%
Growth Capital Expenditure
(14.9)(11.3)(7.4)3.63.9(24.1%)(34.4%)
Cash flow before financing and tax
197.6190.1254.7(7.5)64.6(3.8%)34.0%
Statutory
EBITDA299.5405.5N/A106.0N/A35.4%
Non-cash share-based payments4.07.5N/A3.5N/A87.5%
Changes in Net Working Capital(77.5)(42.5)N/A35.0N/A(45.2%)
Operating Cash Flow 226.0370.6N/A144.5N/A63.9%
Lease payments(78.0)(78.0)N/A(0.0)N/A0.0%
Maintenance Capital Expenditure
(30.3)(33.6)N/A(3.3)N/A10.8%
Growth Capital Expenditure(11.3)(7.4)N/A3.9N/A(34.4%)
Proceeds from asset sale 91.1–N/A(91.1)N/A(100.0%)
Cash flow before financing and tax197.5251.6N/A54.0N/A27.3%
9. Section 5.2.12 Contractual and general litigation risk
The following paragraph replaces the third paragraph of Section 5.2.12:
Claims have been made against Ventia group companies in relation to the Gateway Motorway project on
12 November 2021. These claims have arisen in connection with Visionstream Australia’s involvement in
the design and construction of aspects of the motorway upgrade and allegations of defects in those works,
as well as maintenance performed by the Gateway Motorway Services Pty Limited (GMS, a 50/50 joint
venture company owned by Ventia Pty Limited and Lendlease Building Pty Limited) and allegations that the
maintenance was defective. Ventia’s understanding of the quantum of these claims based on other parties’
allegations contained in third party claims against the head design, construction and maintenance contractors
are in the order of $64 million against Visionstream Australia, and $168 million (for alleged maintenance
defects) and $162 million (for claimed lane occupancy fees) against GMS. It is not currently possible for Ventia
to estimate its potential liability in respect of these matters until they have been properly particularised
through ongoing proceedings and the impact of contractual liability caps and any applicable insurance has
been considered, which may not cover the amounts claimed. For additional information on the Gateway
Motorway project claims, refer to Section 9.9.2. Action against a Ventia group company in connection with
these matters could result in costly multi-party litigation or further claims against Ventia group companies.
In addition, Ventia’s financial performance and financial condition may be adversely affected if the claim
against the relevant company is ultimately successful or partially successful to a material degree or if the costs
of any subsequent litigation are material. Furthermore, any litigation may have a material impact on Ventia’s
reputation and its standing within the industry.

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APPENDIX 1. Consequential Changes to the ProsPeCtus
Ventia Supplementary Prospectus
10. Section 6.3.2.5 Directors’ shareholdings
The following table replaces the table in Section 6.3.2.5:
Immediately prior to Completion
Shares committed
to be acquired in
the Offer
1
On Completion
1
DirectorsEIP Shares
2
% SharesSharesShares %
David Moffatt9,962,1791.6%09,962,1791.2%
Tota l9,962,1791.6%09,962,1791.2%
Notes:
1 Represents Shares committed to be applied for by Directors (or entities associated by those Directors) under the Offer at the Final Price. Directors may
apply proceeds to be received by them for services in relation to the Offer as described in Section 6.3.2.2 in subscription for Shares under the Offer at the
Final Price. Directors remain free to apply for additional Shares under the Offer at the Final Price. Shares acquired by Directors (or entities associated
with those Directors) under the Offer at the Final Price will not be subject to the escrow arrangements in Section 9.8.2. Final Directors’ shareholdings will
be notified to the ASX following Admission.
2 David Moffatt’s EIP Shares will be reclassified as Shares by Completion. These shares were issued under EIP 1 and are held by David Moffatt, the Plan
Trustee for Moffatt Management Pty Ltd as trustee for The Moffatt Superannuation Fund and The Institute of Citizenship and Civil Society Pty Limited
(ICCS) as trustee for The Moffatt Family Trust. On Completion David will hold an interest-free limited recourse loan from a Ventia Group company of
approximately $2,407,935 in respect of 2,714,146 of its Shares (refer to Section 6.3.4.1). Shares held by the Plan Trustee for these entities on Completion
will be subject to the escrow arrangements described in Section 9.8.2.
11. Section 6.3.4.1 Legacy incentive plans – EIP 1 and EIP 2
The third paragraph of Section 6.3.4.1 is replaced with the following:
By Completion, all of the EIP Shares will be reclassified as fully paid Shares and are expected to comprise
approximately 4.4% of all Shares on issue following Completion.
12. Section 7.1 The Offer
Section 7.1 The Offer is replaced with the following:
This Prospectus relates to an initial public offering of 257,500,818 Shares to raise $438 million, at the Final
Price of $1.70 per Share.
The Offer will consist of:
•
219.9 million New Shares offered by the Company; and
•
37.6 million Existing Shares offered by SaleCo.
The total number of Shares on issue at Completion of the Offer is expected to be 855,484,445 Shares and all
Shares will rank equally with each other. The Shares offered under this Prospectus will represent 30.1% of the
Shares on issue on Completion of the Offer. Following Completion of the Offer, the Existing Shareholders will
hold 65.5% of the Shares on issue.
Successful Applicants under the Offer will pay the Final Price per Share.
The Offer is made on the terms and is subject to the conditions set out in this Prospectus.

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13. Section 7.1.3 Sources and uses of funds
The following table and preceding sentence replace the table and preceding sentence in Section 7.1.3 Sources and
uses of funds:
The proceeds of the Offer will be applied as set out in the table below.
Sources of funds$ millionsUses of funds$ millions
Cash proceeds received from the sale of
Existing Shares by SaleCo (received by
SaleCo)
64
Purchase of Existing Shareholders’
interest in Company
64
Cash proceeds received from issue of
New Shares by the Company (received by
the Company)
374 Costs of the Offer23
Repayment of debt
351
Total sources of funds
438
Total uses of funds
438
14. Section 7.1.4 Shareholding structure of the Company
The following table and preceding sentence replace the table and preceding sentence in Section 7.1.4 Shareholding
structure of the Company:
Details of the ownership of Shares immediately prior to the Offer and the ownership of Shares as expected at
Completion are set out below.
Table 64: Shareholding structure
Shareholder
Shares held
immediately prior to
Completion
(shares)
Shares held
immediately prior to
Completion
(%)
Shares held
immediately
following
Completion
(shares)
Shares held
immediately
following
Completion
(%)
CIMIC299,184,023 47.1% 280,366,971 32.8%
Apollo299,184,023 47.1% 280,366,971 32.8%
David Moffatt9,962,179 1.6% 9,962,179 1.2%
Dean Banks9,000,000 1.4% 9,000,000 1.1%
Stuart Hooper2,310,363 0.4% 2,310,363 0.3%
Other management15,977,143 2.5% 15,977,143 1.9%
New IPO investors– – 257,500,818 30.1%
Tota l635,617,731 100.0% 855,484,445 100.0%
15. Section 7.1.5 Control implications of the Offer
Replace the second paragraph of Section 7.1.5 Control implications of the Offer with the following:
65.5% of the Shares on issue after Completion of the Offer will be held by the Existing Shareholders.
16. Section 7.2 Terms and conditions of the Offer, ‘What is the consideration
payable for each security being offered?’
Change the first paragraph of the text against this question to read as follows:
Successful applicants under the Offer will pay the Final Price, which is $1.70 per Share.

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17. Section 7.2 Terms and conditions of the Offer, ‘What are the cash proceeds to
be raised?’
Change the text against this question to read as follows:
$438 million is expected to be raised under the Offer.
18. Section 7.2 Terms and conditions of the Offer, ‘Is the Offer underwritten?’
Change the text against this question to read as follows:
Yes. The Offer is underwritten (subject to conditions precedent and termination events set out in the Offer
Management Agreement).
19. Section 7.4.2 Institutional Offer process and the Indicative Price Range
Change the heading of this section by deleting the words “and the Indicative Price Range” and change the text to
read as follows:
The Institutional Offer will be conducted using a bookbuild process managed by the Joint Lead Managers.
Full details of how to participate, including bidding instructions, will be provided to eligible participants by the
Joint Lead Managers.
Participants can only bid into the bookbuild for Shares through the Joint Lead Managers. Participants must bid
at the Final Price per Share.
The Institutional Offer will open on 15 November 2021 and close on 16 November 2021. The Company, SaleCo
and the Joint Lead Managers reserve the right to vary the times and dates of the Offer, including to close
the Offer early, extend the closing date of the Offer or accept late Applications or bids, either generally or in
particular cases, without notification.
Bids in the Institutional Offer may be amended or withdrawn at any time up to the close of the Institutional
Offer. Any bid not withdrawn at the close of the Institutional Offer is an irrevocable offer by the relevant bidder
to apply or procure Applications for the Shares bid for (or such lesser number as may be allocated) at the Final
Price, on the terms and conditions set out in this Prospectus and the US Institutional Offering Memorandum
(including, in each case, any supplementary or replacement document), as applicable, and in accordance with
any bidding instructions provided by the Joint Lead Managers to participants.
Bids can be accepted or rejected in whole or in part without further notice to the bidder. Acceptance of a bid
will give rise to a binding contract on allocation of Shares to successful bidders conditional on Settlement and
the quotation of Shares on the ASX or the NZX (as applicable).
Details of the arrangements for notification and settlement of allocations applying to participants in the
Institutional Offer will be provided to participants in the bookbuild process.
20. Section 7.4.3 Final Price
Change the text of this Section to read as follows:
Applicants under the Broker Firm Offer, the Employee Offer, the Priority Offer and the CIMIC Group Limited
Shareholder Offer will pay the Final Price per Share, which is $1.70 per Share.
They may apply in Australian dollars or New Zealand dollars. The Final Price is an Australian dollar amount.
If you apply for a New Zealand dollar amount of Shares, the Joint Lead Managers will convert the Australian
dollar Final Price to New Zealand dollars at the applicable exchange rate published by the RBA on its website
at 7.00pm Sydney time on the closing date of the bookbuild which is expected to be 16 November 2021. In
this case, you will be taken to have applied for the New Zealand dollar amount of Shares applied for. Any
New Zealand dollar amount applied for in excess of the New Zealand dollar amount of Shares issued will be
refunded in full (without interest). Shares will be allocated to the NZX Main Board and held on the New Zealand
share register if payment under the Retail Offer has been made in New Zealand dollars.

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21. Section 7.4.4 Allocation policy under Institutional Offer
Change the text of this Section to read as follows:
The allocation of Shares among bidders in the Institutional Offer will be determined by the Joint Lead
Managers in agreement with the Company and SaleCo. The Company and SaleCo will exercise their rights in
this regard (and other rights and discretions that they have under the Offer Management Agreement) at the
direction of the Selling Shareholders (refer to Section 9.8.4).
Bids under the Institutional Offer must be at the Final Price to receive an allocation.
The allocation policy will be influenced by, but not constrained by, factors including:
•
the number of Shares bid for by particular bidders and indications of demand provided by them at different
prices prior to the setting of the Final Price;
•
the timing of receipt of bids; and
•
any other factors that the Company, SaleCo and the Joint Lead Managers consider appropriate, in their
absolute discretion.
22. Section 7.4.5 Cornerstone Commitments
Change the text of this Section to read as follows:
Ventia has received a commitment from one or more funds advised by Capital Research Global Investors to
subscribe for 49,613,193 million Shares (5.8% of Shares on issue at Completion) at the Final Price.
23. Section 7.6 Over-allocation Option and Market Stabilisation Activities
Delete this Section without renumbering subsequent Sections.
24. Section 7.9.3 Conditional and deferred settlement trading and selling Shares
on-market
Delete the final paragraph of this Section relating to Market Stabilisation Activities.
25. Section 9.3 Sale of Shares by SaleCo
Change the text of this Section to read as follows:
As part of the Offer, the Selling Shareholders intend to sell some of their Existing Shares through SaleCo. SaleCo
has been established to facilitate this sale. The Selling Shareholders have executed Option Deeds with SaleCo
under which they irrevocably offer to sell up to 18,817,052 million Existing Shares each (or a total of up to
37,634,104 million Existing Shares) to SaleCo, free from encumbrances and third party rights, and conditional
upon listing of Ventia on the ASX and the NZX and commencement of quotation of Shares on the ASX and the
NZX (on a conditional and deferred settlement basis). Any sales of Shares under these Option Deeds are required
to occur on the Completion Date. In total, Existing Shares amounting to 4.4% of the Shares which will be on issue
following Completion of the Offer are expected to be sold through SaleCo under these arrangements.
The Existing Shares that SaleCo acquires from the Selling Shareholders will be transferred to successful
Applicants at the Final Price. The price payable by SaleCo for these Existing Shares is the Final Price. Ventia will
also issue Shares to successful Applicants under the Offer at the Final Price.
SaleCo is a special purpose vehicle, which has no material assets, liabilities or operations other than its
interests in and obligations under the Offer Management Agreement and the Option Deeds described above.
The sole shareholder of SaleCo is Fremac Nominees Pty Ltd (ACN 001 430 913), and the Directors are Robert
Cotterill, Kevin Crowe, Ignacio Segura and David Moffatt.
Ventia has agreed to provide such resources and support as are necessary to enable SaleCo to discharge its
functions in relation to the Offer and has indemnified SaleCo and the SaleCo Directors for any loss which
SaleCo and the SaleCo Directors may incur in relation to the Offer.

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APPENDIX 1. Consequential Changes to the ProsPeCtus
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26. Section 9.6 Offer Management Agreement
The following paragraphs replace the first paragraph of Section 9.6 Offer Management Agreement:
The Offer is being managed and underwritten by the Joint Lead Managers pursuant to the Offer Management
Agreement between Ventia, SaleCo and the Joint Lead Managers (Offer Management Agreement).
The Joint Lead Managers have agreed to:
•
arrange and manage the Offer; and
•
underwrite the Offer.
The following paragraph replaces the first paragraph of Section 9.6.1 Fees and Costs:
Ventia has agreed to pay the Joint Lead Managers, a selling and management fee equal to 0.4% of the gross
proceeds of the Offer and an underwriting fee equal to 1.6% of the gross proceeds of the Offer. In addition, an
incentive fee of up to 1.0% of the gross proceeds of the Offer may also be payable to the Joint Lead Managers
at the absolute discretion of Ventia and SaleCo.
The following “market fall” and “unable to issue and transfer” paragraphs replace the equivalent paragraphs in
Section 9.6.4 Termination and the following new “withdrawal right” paragraph is included in that Section:
•
(market fall) at any time the S&P/ASX 200 Index falls to a level that is 87.5% or less of the level as at
the close of trading on 12 November 2021 and remains at or below that level at the close of trading on
2 consecutive Business Days or on the Business Day prior to the Settlement Date;
•
(unable to issue or transfer) Ventia is prevented from allotting and issuing the New Shares or the Offer
Shares, or SaleCo is prevented from transferring the Sale Shares, within the time required by the Offer
timetable, the Offer Documents, the ASX Listing Rules, or by any other applicable laws, an order of a court of
competent jurisdiction or a governmental authority;
•
(withdrawal right) Ventia and SaleCo offer a withdrawal right consistent with section 724 of the
Corporations Act.
27. Section 9.8.2 Voluntary Escrow Arrangements
The following paragraph replaces the second paragraph of Section 9.8.2 Voluntary Escrow Arrangements:
In aggregate, 597,983,626 Shares will be the subject of these Escrow Arrangements, representing
approximately 69.9% of the total Shares on issue immediately following Completion of the Offer. A table
setting out the Escrowed Shareholders, the Shares they are expected to hold following Completion of the Offer
and the percentage of the total Shares on issue following Completion of the Offer subject to voluntary escrow
is set out below:
The following table replaces the table in Section 9.8.2 Voluntary Escrow Arrangements:
Shareholder
Shares held on
Completion
of the Offer (#)
1
% of total issued Shares
on Completion of the Offer
subject to voluntary escrow
1
End of
Escrow Period
AIF VIII Singapore Pte Ltd
2
280,366,97132.8%
The period ending
at 4.15pm on the
date on which the
Company releases
its financial results
for the period ending
31 December 2022.
CIMIC Group Limited280,366,97132.8%
Ventia Services Group EIP Pty Ltd34,730,693 4.1%
Four individual current and former
senior executives of Ventia (not being
the CEO or CFO)
1,000,0000.1%
1,085,658 0.1%
173,333 0.0%
260,000 0.0%
1. Excludes any Shares that may be acquired for cash in the Offer. Any Shares acquired for cash in the Offer will not be subject to escrow.
2. AIF VIII Asia Intermediate, LLC., AIF VIII Asia-Pacific Investments Pte. Ltd and AIF VIII Euro Holdings, L.P. (each a Controller and together, the Controllers)
are also parties to the voluntary escrow deed entered into by AIF VIII Singapore Pte Ltd and are subject to the same escrow restrictions in respect of
the securities, substantial economic interest or other interests in the Escrowed Shares in which a Controller has a direct or indirect interest and each
intermediate entity through which that interest occurs (Controller Interests).

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28. Section 9.9.2 Gateway Motorway project
The following paragraphs replaces the paragraphs in Section 9.9.2 Gateway Motorway project:
Claims have been made by Queensland Motorways Pty Limited (QML) in the Supreme Court of Queensland
(the Court) against various parties, including the head design, construction and maintenance contractors of
the Gateway Motorway project, CPB Contractors Pty Limited and Acciona Infrastructure Projects Australia Pty
Ltd (D&C Contractor) in relation to alleged defects in the motorway upgrade project.
Two companies in which Ventia has an interest, Visionstream Australia and Gateway Motorway Services Pty
Limited (GMS), provided services to the D&C Contractor in connection with the project. Both contracts were
entered into in 2013 prior to Ventia’s acquisition of its interests in Visionstream Australia and GMS.
Claims were made against Visionstream Australia and GMS on 12 November 2021 in circumstances where the
Court in the existing proceedings had ordered that all third party claims by the defendants (including the D&C
Contractor) were to be filed in mid-November 2021. Ventia had anticipated that these claims would be made in
the near-term, as disclosed in the original Prospectus.
Beyond confirming that the third party claims that were anticipated have been filed and served against
Visionstream Australia, there is no change to the position in relation to Visionstream Australia as disclosed
in the original Prospectus. However, now that the third party claims in relation to GMS have been filed and
served, further information is now available in relation to the quantum of the claims against GMS.
a. GMS
GMS is a 50/50 joint venture company which is owned by Ventia Pty Limited and Lendlease Building Pty
Limited.
GMS provided maintenance services to the Gateway Motorway project. In defending the claims brought
against it by QML, the D&C Contractor has joined GMS to the proceedings, alleging that the maintenance
services provided by GMS were defective.
The claims made by QML against the D&C Contractor and subsequently the claims that the D&C Contractor
is now making against GMS are in the order of $168 million (for alleged maintenance defects) and
$162 million (for claimed lane occupancy fees).
The claims made against GMS depend upon a finding of liability against the D&C Contractor and/or a
determination as to whether any of that liability is attributable to GMS. While the D&C Contractor is yet
to file its defence to QML’s current claims, Court documents indicate the D&C Contractor will defend the
claims.
Ventia understands that GMS intends to defend the claims vigorously. The effect of contractual liability caps
and any applicable insurance cover will also need to be considered.
Ventia will always consider its reputation in any commercial litigation in responding to such claims,
however, the shareholders have not guaranteed GMS’s obligations in relation to the Gateway Motorway
project maintenance contract, and GMS has net assets of less than $5 million. GMS has only one contract
(with QML), with revenue expectations of less than $40 million and expected NPAT contribution of less than
$4 million over the remaining 20 month term of the contract.
b. Visionstream Australia
Visionstream Australia is a wholly owned subsidiary of Ventia.
As disclosed in the original Prospectus, Visionstream Australia was involved in design and construction
aspects of the project. The works performed by Visionstream Australia relate to intelligent transport
signage, electrical works and light poles, with a subcontract value of $38 million.
In defending the claims brought against it by QML, the D&C Contractor has joined Visionstream Australia to
the proceedings alleging that there were defects in the work performed by Visionstream Australia.
The claims made by QML against the D&C Contractor and subsequently the claims that the D&C Contractor
is now making against Visionstream Australia are in the order of $64 million, as foreshadowed in the
original Prospectus.

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APPENDIX 1. Consequential Changes to the ProsPeCtus
Ventia Supplementary Prospectus
The claims made against Visionstream Australia depend upon a finding of liability against the D&C
Contractor and/or a determination as to whether any of that liability is attributable to Visionstream
Australia. While the D&C Contractor is yet to file its defence to QML’s current claims, Court documents
indicate the D&C Contractor will defend the claims.
Visionstream Australia will dispute the claims and intends to defend the claims vigorously. The effect of
contractual liability caps and any applicable insurance cover will also need to be considered.
Other parties to the existing proceedings may also allege they have suffered loss arising from the same or
similar defects and may issue proceedings in their own right.
Action against a Ventia group company in connection with these matters could result in costly multi-party
litigation or further claims against Ventia group companies. In addition, Ventia’s financial performance and
financial condition may be adversely affected if the claim against the relevant company is ultimately successful
or partially successful to a material degree or if the costs of any subsequent litigation are material. Furthermore,
any litigation may have a material impact on Ventia’s reputation and its standing within the industry.
29. Section 9.14 Regulatory relief
Delete the final paragraph of each of Section 9.14.1 and Section 9.14.2 (relating to relief obtained for Market
Stabilisation Activities).
30. Section 9.19 Transaction costs
Change the text of this Section to read as follows:
The costs of the Offer are expected to be approximately $23 million (including advisory, legal, accounting, tax
and duty, listing and administrative fees, the Joint Lead Managers’ offer management fees, Prospectus design
and printing, advertising, marketing, Share Registry and other expenses). These costs have been, or will be,
borne by Ventia from available funds.
31. Appendix C – Glossary
The defined term ‘Final Price’ is replaced as follows:
TermMeaning
Final Price$1.70 per Share
The defined terms ‘Indicative Price Range’. ‘Market Stabilisation Activities’, ‘Over-allocation’, ‘Over-allocation Option’,
‘Over-allotment Shares’, Stabilisation Manager’ and ‘Stabilisation Period’ are deleted.

CORPORATE DIRECTORY
21
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Company’s registered office
Ventia Services Group Ltd (ABN 53 603 253 541)
Level 8
80 Pacific Highway
North Sydney NSW 2060
SaleCo’s registered office
Ventia SaleCo Limited (ACN 654 078 878)
Level 8
80 Pacific Highway
North Sydney NSW 2060
Joint Lead Managers
Barrenjoey Advisory Pty Limited
Liberty Place, Level 41
161 Castlereagh Street
Sydney NSW 2000
J.P. Morgan Australia Limited
Level 18, J.P. Morgan House
85 Castlereagh Street
Sydney NSW 2000
Macquarie Capital (Australia) Limited
50 Martin Place
Sydney NSW 2000
Legal Adviser
Herbert Smith Freehills
Level 34, ANZ Tower
161 Castlereagh Street
Sydney NSW 2000
Investigating Accountant
Deloitte Corporate Finance Pty Limited
Grosvenor Place
225 George Street
Sydney NSW 2000
Auditor
Deloitte Touche Tomahatsu
Grosvenor Place
225 George Street
Sydney NSW 2000
Co-Lead Managers
Bell Potter Securities Limited
Level 38, Aurora Place
88 Phillip Street
Sydney NSW 2000
Morgans Financial Limited
Level 29, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
Forsyth Barr Limited
193 Princes Street
Dunedin 9016 New Zealand
Co-Managers
Crestone Wealth Management Limited
Level 32
2 Chifley Square
Sydney NSW 2000
National Australia Bank Limited
Level 6
2 Carrington Street
Sydney NSW 2000
Share registry
Computershare Investor Services Pty Limited
Level 3
60 Carrington Street
Sydney NSW 2000
Ventia IPO Information Line
1300 140 281 (within Australia) or 0800 453 521 (within
New Zealand) or +61 3 9415 4015 (outside Australia and
New Zealand) from 8.30am to 5.30pm (Sydney time),
Monday to Friday
Offer Website
www.ventiaipo.com
Company website
www.ventia.com