Appendix 4E and 2021 Annual Report

Ventia Services Group Limited
ABN 53 603 253 541

Level 8, 80 Pacific Highway
North Sydney NSW 2060
AUSTRALIA

ventia.com
ASX and NZX Release


23 February 2022

Appendix 4E and Annual Report for CY21
Ventia Service Group Limited (ASX: VNT) today reports its results for the financial year ended 31
December 2021.
Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the
financial year ended 31 December 2021.





This announcement was authorised by the Board.

-Ends-

For further information, please contact:

Investors Media
Chantal Travers Sarah McCarthy
General Manager Investor Relations General Manager Brand, Marketing & Communications
chantal.travers@ventia.com sarah.mccarthy@ventia.com

+61 428 822 375 +61 400 993 542

About Ventia
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.

Year ended 31
December 2021
Year ended 31
December 2020
Change Change
$'m$'m$'mPercentage
Total revenue from continuing operations 4,557.4 3,223.9 1,333.5 41.4%
(Loss)/profit after income tax from continuing operations attributable to members of the parent entity(5.1) 24.1 (29.2) (121.2%)
Profit after tax from discontinued operations24.6 3.9 20.7 530.8%
Profit after tax attributable to members of the parent entity attributable to members of the parent entity19.5 28.0 (8.5) (30.4%)
Dividends - Year ended 31 December 2021
Amount per
security
Final dividend 1.47 cents1.47 cents100%
Interim dividend6.25 cents6.25 cents100%
Key final dividend datesDate
Ex-dividend date28 February 2022
Record date for determining entitlement to the dividend1 March 2022
Date for payment of dividend6 April 2022
31 December
2021
31 December
2020
Net tangible assets backing per ordinary share(0.97)$ (2.05)$
The remainder of the information requiring disclosure to comply with ASX listing rule 4.3A is contained in the Operating and Financial Review section of the 2021 Directors’ Report
and the audited 2021 Financial Report, within the Ventia Services Group Limited Annual Report 2021, lodged with this Appendix 4E.
APPENDIX 4E - Annual Report for the Financial Year Ended 31 December 2021
Results for Announcement to the Market
VENTIA SERVICES GROUP LIMITED
ABN 53 603 253 541
Franked amount per security

ANNUAL REPORT
2021

CONTENTS
2021 performance highlights 2
Chairman’s message 6
CEO’s message
8
Leadership team 10
Business overview 14
Sustainability 38
Operating and financial review
44
Dir
ectors’ report
62
Remuneration report 73
Financial report 91
Shareholder information 161
Corporate directory
IBC
Ackno
wledgement of Country
Ventia would like to respectfully acknowledge
the Traditional Owners and Custodians of country
throughout Australia and their connection to land, sea
and community. We pay our respects to them, their
cultures and to their Elders past, present and emerging.
Mihi
He tautoko te ahurea i ngā kawa me ngā tikanga o ngā
Iwi whānui o Aotearoa, me ka kawa me ka tikaka o
ka Iwi whānui o Te Waipounamu. / We recognise and
celebrate the culture of manawhenua in Aotearoa and
Te Waipounamu where our teams respect local Iwi and
communities across the country.
Wanaka Tree, New Zealand. Captured by Annette Hollitt, Ventia employee.

Ventia.
For when it’s ess
ential.
1
Ventia 2021 Annual Report

2021
performance
highlights
Key CY2021 financial results have
outperformed prospectus

STATUTORY CY2021
Ventia reported statutory EBITDA of $312.2 million and statutory profit after tax of
$19.5 million.
This performance resulted in the Board declaring a final dividend of 1.47 cents per share,
fully franked, representing a payout ratio of 75% of pro forma NPATA
1
for the 43 days from
the initial public offering to 31 December 2021.
PRO FORMA
2
CY2021 AS AT 31 DECEMBER 2021
TOTAL REVENUE
$4,557.4m
EBITDA
$379.9m
1% on CY2020
1% on prospectus
7% on CY2020
4% on prospectus
EBITDA MARGIN
8.3%
CASH CONVERSION RATIO
3
84.9%
0.6 percentage points on
CY2020
0.2 percentage points
on prospectus
2.1 percentage points on
CY2020
0.2 percentage points
on prospectus
NPATA
$146.8m
WORK IN HAND
4
$16.8b
23% on CY2020
5% on prospectus
28% on CY2020
8% on prospectus
(31 July 2021)
1. Net profit after tax excluding the after tax impact of amortisation of acquired intangibles.
2.
Pr
o forma results are non-IFRS measures that are used by management to assess the performance of the
business. They have been calculated from the statutory measures by adjusting the CY2020 and CY2021
results for the financial impact of the Broadspectrum acquisition, the Initial Public Offering (IPO) and related
refinancing. Please refer to the Operating and financial review section for further details.
3.

Calcula
ted as pro forma operating cash flow divided by pro forma EBITDA.
4.
Work in hand is defined as i) c
omprising the future revenue from contracted projects with agreed volumes
and scope, and ii) an estimate of future revenue that is likely to be generated from contracted projects where
the project scope and volumes are variable.
3
Ventia 2021 Annual Report

We recognise that every decision and action
we take is an opportunity to make a positive
impact on the people and world around us.
Our approach encompasses the social impact
we have with our people and communities,
our environmental footprint and the way we
conduct our business.
safety and peoplesafety and people
35,000 +
Workforce (employees and
subcontractors)
0.45
SIFR
1

60%
improvement
on CY2020
2021
performance
highlights
Silver medal Finalist
Celebrating our
achievements
‘Sustainable Change for Good’
2021 Edison Awards™
Kendall Bay Sediment Remediation
Project
Large Business Category
Banksia NFP &
NGO Award
SourceZone®
1. Serious injury frequency rate.
2.
T
otal recordable injury frequency rate.
4.32
TRIFR
2

28%
improvement
on CY2020

environmentenvironmentsocialsocialgovernancegovernance
67.4
ktCO
2
-e
Scope 1 & 2
emissions
10.4%
Reduction from
base year
Committed to setting
Science Based Targets
including
net zero
30.9%
Female
participation
4.8%
Indigenous
participation
1

0.7
Percentage point
increase in female
participation
$83.9m
Indigenous
spend
2
First Modern
Slavery Statement
published
Board Safety and
Sustainability
Committee
established
Winner Winner Winner
Best Mental Health Program
National Saf
ety Awards of Excellence
Base Services Contractor Innovation
of the Year Award
Defence Estate and Infrastructure
Group (E&IG)
Company Secretary of the Year Award
Australian Law Awards 2021
1. Ventia employees in Australia of Aboriginal and Torres Strait Islander descent, based on Ventia’s most recent employee survey and analysis.
2.
Pr
ocurement spend with Australian Indigenous partners.
5
Ventia 2021 Annual Report

CHAIRMAN’S MESSAGE
Chairman’s
message
Ventia’s purpose is making infrastructure
work for our communities and by living our
purpose and core values we believe we will
achieve strong and sustainable results.
O
n behalf of the Board of Ventia, I welcome new
shareholders and thank our existing shareholders
for their commitment to Ventia.
The safety and health of our people is our number one
commitment; I call it our number one promise. In 2021,
we delivered significant improvement in our safety
performance, and invested in proactive initiatives to
keep our people healthy and safe in the years ahead. In
December 2021, we were recognised as the winner for the
2021 Best Mental Health Program in the National Safety
Awards of Excellence, for our Healthy Minds program, a
great achievement in a period where most companies
redoubled their efforts on workforce mental health.

7
Ventia 2021 Annual Report
On 19 November 2021, Ventia listed on the Australian
Securities Exchange (ASX) and New Zealand's exchange, NZX
with the ticker code VNT. The purpose of listing on the ASX
and NZX was to raise new capital, ensuring we now have
an unquestionably strong balance sheet, and to provide
liquidity for existing shareholders.
During a complex operating period, with frequent COVID-19
pandemic related changes, including border closures and
other workplace restrictions; revenues were resilient, margins
stable, capital intensity low and cash conversion high.
Naturally, I acknowledge the entire Ventia team and thank
them for their hard work and commitment to our business.
Specifically, Group CEO Dean Banks and the executive team
who demonstrated their resilience and the skills and abilities
to meet or exceed clients and communities’ needs without
exposing the company to undue risk.
In CY2021, pro forma EBITDA was $379.9
million, a 4%
increase on the prospectus forecast. Directors have declared
a final dividend of 1.47 cents per share, fully franked,
representing a payout ratio of 75% of NPATA.
2022 and beyond
Being client focused, innovative and sustainable in all that
we do, matters to us, our clients and the communities we
serve, and this will continue to be a company wide focus in
2022 and beyond.
While there are many external influences that impact our
operating environment, sustainability, skills attraction,
development and mobility and digitisation and data
are noteworthy. Being
embedded in our clients’ critical
infrastructure puts Ventia at the intersection of these
contemporary themes and presents a unique opportunity for
us to shape a more dynamic and productive future.
Sustainability
Our goal through our work and workforce practices is to
create a healthier planet, be people and community focused
and always ethical and accountable in everything we do.
The positive impact we are having in the communities where
we operate, and our long-term commitments can be found
in the sustainability section of this report and further details
will be available in our Sustainability Report to be published
in March 2022.

Skills attraction, development and mobility
Ventia is a people business and the successful delivery of our
strategy and the delivery of essential infrastructure services
require a committed workforce. The demand for a skilled
workforce is increasing and digital and data is reshaping
existing roles and creating new ones. We embrace this
challenge and the opportunity to attract and retain the best
and the brightest workforce, a workforce that reflects the
diversity of the community.
People are attracted by opportunity, and we will provide
this. An environment where people are bonded together by
a common purpose, where people have the opportunity to
work with others who genuinely want to do the right thing for
society and one with clear career pathways and leadership
opportunities. The future of the workforce is changing, the
demand for skills increasing and we embrace the challenge
to be an employer of choice.
Digitisation and data
Managing millions of individual infrastructure assets on
behalf our clients, the data we collect and manage is
immense. Our core technology platform, investment in a
data platform and cyber security, have us ready to safely
leverage data to drive efficiencies in our business and ready
to ingest partner and client data to deliver new insights to
drive productivity dividends for our clients.
Digitisation and leveraging data and analytics are important
now and critical for the future.
In closing, it is my pleasure to lead an accomplished and
committed Board. Each member brings a wealth of directly
relevant experience to our business and a diversity of
perspective, so vital in supporting management in executing
our strategy and to achieving our 2022 objectives.
I look forward to the years ahead and a rewarding journey for
all our stakeholders.
David Moffatt
Chairman

CEO’S MESSAGE
CEO’s
message
I am delighted to present Ventia’s
first annual report as a publicly
listed company. I extend a warm
welcome to our new Directors,
new shareholders and recognise
our existing shareholders for
their continued support. Your
commitment to Ventia is greatly
appreciated.
D
uring my first year as Ventia’s Group CEO, I have
had the opportunity to visit many of our sites and
witness the capabilities and talents of our people in
delivering our purpose of making infrastructure work
for our communities. I
have also had the opportunity
to meet with many clients and other stakeholders.
Through these interactions, I
have learnt of the passion
and pride of our people and the importance of the
essential infrastructure services that we provide to
communities throughout Australia and New Zealand.
As Group CEO, there is no more important priority than
to ensure the safety and health of our people, it is our
number one promise. In 2021, we delivered significant
improvement in our safety performance, driven by a
relentless focus and major initiatives including our
Critical Risk Protocols, Healthy Minds and Healthy Bodies
programs. In 2022 I will continue to champion the safety
and health of our people, above all
else.

9
Ventia 2021 Annual Report
Performance highlights
2021 was an incredibly eventful and successful year for
Ventia. It is a testament to our team, that among the
challenges of a global pandemic, we have continued to
partner closely with clients, integrated Broadspectrum,
delivered record work in hand, strong EBITDA and cash flow
growth.
Having recently listed on the Australian Securities Exchange
(ASX) and the New Zealand exchange, NZX, I am pleased
that we have outperformed the key prospectus metrics
for
CY2021.
Our capital light business model, with predictable income
and consistently high cash conversion, will enable stable and
growing returns to shareholders. The strong performance in
CY2021 is pleasing, as is the platform for 2022 and beyond.
The ongoing effects of COVID-19 have impacted the way
that people go about their daily
lives. We have navigated
COVID-19 impacts with limited disruption and I am proud
that we have continued to deliver essential services for our
clients and the community. I would like to sincerely thank
those who have been on the front line, for their dedication
and commitment to providing service
excellence.
Redefining Service Excellence
In 2021, we launched a strategy that offers the opportunity
to differentiate. Ventia’s strategy is to Redefine Service
Excellence by being client focused, innovative and
sustainable. This simple, common-sense approach is our
blueprint for the future. I am encouraging my colleagues
to raise the bar and improve every day in delivering for our
clients and communities.

People
I am proud of the way our people have taken on the
challenges of 2021 and I thank our people for their efforts.
The developing capabilities of the team give me great
confidence in the future. We have a team of talented and
committed people and we will continue to leverage the
breadth and depth of our people’s capabilities in remote,
regional, and metropolitan areas. Our people are at the
heart of our success and we are dedicated to attracting and
retaining the best and brightest by building a culture based
on safety, wellbeing, diversity and inclusion.
Sustainability
Our sustainability strategy goes beyond reducing our
environmental footprint. We have much to be proud of and
to celebrate which you will read about in this report.
I am particularly proud and feel privileged to have spent time
in my first year in Australia learning more about the history
and culture of Australia from the perspective of its Indigenous
people. It has helped to reinforce my commitment and that
of Ventia, to strengthen relationships between Indigenous
and non-Indigenous people and to help ‘close the gap'. I
look forward to spending more time with the people of New
Zealand (Aotearoa) as restrictions ease where
we continue to
focus on building cultural capability and participation.
Outlook
The outlook for Ventia and the markets we serve is positive.
Ventia operates in a large and growing market supported
by favourable demand drivers. We are well placed to take
advantage of the opportunity in front of us and pleasingly we
are on track to meet our CY2022 prospectus expectations.
I am truly excited about the journey ahead and look forward
to continuing to share progress and our stories with passion
and pride.
Dean Banks
Group CEO

DEAN BANKS
Group Chief Executive Officer
Dean commenced as Ventia Group CEO
in January 2021.
In his prior role, Dean led the successful
transformation of leading United
Kingdom infrastructure business,
Balfour Beatty.
Dean has spent the last 15 years
in C-suite roles in FTSE 250 global
businesses in the construction,
manufacturing and services industries.
With a strong focus on safety and
continuous improvement, Dean has an
impressive track record of delivering
improvements and successful
outcomes to global organisations.
Dean is a visible and energetic leader
who is passionate about building
high performing teams, developing
capability and creating networks of
strategic partners to deliver long-term
value for organisations.
Dean has completed the INSEAD
Advanced Management Programme,
and the Integrated Management
Development Scheme from Warwick
University.
JODIE BLAKE
Group Executive – People, Culture
&
Safety
Jodie joined Ventia in January 2022 as
Group Executive – People, Culture &
Safety.
Prior to joining Ventia, Jodie was
the Executive General Manager –
People, Safety, Legal & Corporate
Affairs at Jemena. With more than
20 years’ experience, Jodie has held
senior leadership roles within the
energy, utilities, pharmaceuticals and
manufacturing sectors.
Through Jodie’s extensive experience in
human resources and health and safety
management, she brings valuable
insight and strategic thinking to talent
management, adaptive change,
operational excellence and industrial
relations.
Jodie holds a Bachelor of Business –
Human Resource Management and
a Masters in Industrial & Employee
Relations from Monash University. She
is also a graduate of the Australian
Institute of Company Directors.
We have a very strong
leadership team, led
by
Group CEO Dean
Banks. We
believe the
team has the skills,
experience and values
to deliver profitable
growth, by meeting
our clients and
the
communities needs
and by managing risk
successfully.
David Moffatt, Chairman
“
“
LEADERSHIP TEAM

JONATHAN DOCKNEY
Group General Counsel
Jonathan joined Ventia in 2015.
Jonathan has advised international
construction and service companies.
His specialities include work winning
strategies and risk identification,
management and mitigation. He is the
joint Company Secretary of Ventia and
its subsidiaries.
In addition to Jonathan’s legal
qualifications, he holds a Bachelor
of Science (Hons) in Building and is
a Fellow of the Chartered Institute of
Building.

TIM HARWOOD
Group Executive – Telecommunications
Tim was appointed Group Executive –
Telecommunications in 2020.
Tim has nearly 30 years’ experience in
various project, general and executive
management positions in Australia,
Asia and the Middle East, working with
the CIMIC Group since 1998 before
joining Visionstream at the formation
of
Ventia in 2015.
Tim has worked in senior and
executive management positions in
the mining, construction, services
and telecommunications sectors.
He has a strong background in
project management and leading
multi
-disciplinary teams.
Tim holds a Bachelor of Applied
Science (UTS) and a Master of Applied
Science (UNSW).
STUART HOOPER
Chief Financial Officer
Stuart joined Ventia in 2015 as Group
Executive – Strategy & Corporate
Development. In 2018, he was
appointed Chief Financial Officer
accountable for driving governance,
compliance and performance.
Prior to joining Ventia, Stuart worked
at
PricewaterhouseCoopers (PwC)
for 14 years in assurance, corporate
finance and transaction advisory
practices in Australia and the
United
States.
Stuart holds a Bachelor of Commerce
from Monash University, and is a
member of Chartered Accountants
Australia and New Zealand.

11
Ventia 2021 Annual Report

ROD McCURDY
Group Executive – Infrastructure
Services
Rod was appointed Group Executive –
Infrastructure Services in 2022.
Prior to his commencement, Rod
held the position of Partner, Major
Programmes at KPMG Australia where
he was responsible for advising and
delivering on large-scale infrastructure
and transformation programs. Rod has
also held executive roles in services
company Serco, including Managing
Director – Enterprise Transformation
& Citizen Services, and Chief Executive
Officer – Defence Business Services.
Rod’s 26 years’ experience in delivering
infrastructure, telecommunication,
logistics and IT projects has taken
him to North and South America,
Asia, Australia, Europe, the United
Kingdom, Africa and the Middle East.
He is passionate about diverse and
inclusive teams and driving sustainable
outcomes for clients, shareholders, the
environment and communities.
Rod holds a Bachelor of Science -
Mechanical Engineering from Auburn
University and an MBA in Finance &
International Management from the
Rotterdam School of Management,
Erasmus University.
DAVID McPADDEN
Interim Group Executive – Transport
David commenced as Interim Group
Executive – Transport in 2022.
David joined Ventia in 2020 as General
Manager – Road Transport Operations.
Prior to this, David held the role
of Executive General Manager for
WBHO Infrastructure, where he was
responsible for the restructure and
growth of the business. He has also
held a variety of senior operational
management and project director roles
at Leighton Contractors (now CPB) and
BMD Constructions.
With more than 20 years in the industry,
David has significant experience in
delivering a diverse range of major
transport infrastructure (road and
rail), renewable energy and complex
brownfield aviation projects.
David’s mentoring leadership style
focuses on developing trust and
accountability to empower individuals
to deliver exemplary outcomes.
David holds a Bachelor of Engineering
– Civil (Honours) from Swinburne
University of Technology. David is a
Director of Venture Smart and Gateway
Motorway Services.

“
LEADERSHIP TEAM
Our leadership team is
aware of the shadow
they cast, striving to
be role models for our
values and exceeding
client expectations.
Dean Banks, Group CEO
“

KAREN O’DRISCOLL
Group Executive – Digital Services
Karen commenced as Group Executive,
Digital Services for Ventia in 2020.
During her 13 years at Broadspectrum,
Karen has held several senior roles in
the company’s technology business.
She has led several programs, including
the design and deployment of a
global applications platform, cloud
and security transformation and the
establishment of a digital eco-system to
drive innovation, as well as delivering
technology solutions for key contracts
in water, roads, rail, power, social,
defence and telecommunications.
Karen previously worked with Glaxo
SmithKline delivering technology
transformation programs in Europe
and the United States.
Karen holds a Bachelor of Science
(Hons) in Information Systems
Management.

DEREK OSBORN
Group Executive – Defence and Social
Infrastructure
Derek joined the Ventia Executive team
in 2020, following Ventia’s acquisition
of Broadspectrum.
Derek is responsible for the strategic
growth and delivery of services to the
defence, local government, property
and social infrastructure sectors,
including education, health, housing
and justice. In addition, his portfolio
includes the Ventia network of
contact
centres.
With more than 25 years’ experience,
Derek has held senior and executive
leadership roles in the mining, defence
and property sectors, and worked
in consulting and public and listed
company roles.
Derek holds a Bachelor of
Environmental Design and a Master
in Building Science, and is a member
of the Australian Institute of Company
Directors.

MARK RALSTON
Group Executive – Strategy &
Corporate Affairs
Mark joined Ventia at its formation
in
2015.
Mark is responsible for portfolio
strategy, sustainability, corporate
development initiatives,
M&A integration and corporate affairs.
Mark is a member of Ventia’s
Indigenous Advisory Board and is an
experienced leader with over 20 years’
experience across Australia and the
United States in the engineering
and construction, transportation,
healthcare and technology sectors.
He
has established and grown a
strategy consulting business and
has previously held executive roles
in infrastructure and high-growth
technology companies.
Mark holds a Bachelor of Applied
Science from The University of Sydney.

13
Ventia 2021 Annual Report

BUSINESS OVERVIEW

Watch the many ways in which
Ventia supports essential
infrastructure assets.
OUR VALUES
INTEGRITYCOLLABORATIONCHALLENGEINGENUITY
REDEFINING
SERVICE
EXCELLENCE
CLIENT FOCUSED
INNOVATIVE
SUSTAINABLE
Safety and health is our #1 promise
OUR PURPOSE
Making infrastructure work for our communities
Our people are the heart of our success
achieve more
together
do what’s rightdrive to delivercreate better ways
15
Ventia 2021 Annual Report

Our people
At Ventia, we are
known for our
commitment to
safety and health, our
willingness to learn,
an ability to solve
problems and for the
way we collaborate
relentlessly.
We find new and smarter ways to support
our clients and to deliver sustainable
solutions in the communities where we
live and work.
We are proud of and aligned to our
purpose of making infrastructure work
for
our communities.
Our diverse and inclusive culture allows
us to thrive personally and professionally.
We take pride in our brand and
collectively celebrate our success.
It’s the way we do things.
BUSINESS OVERVIEW

Our people
are at the
heart of our success
17
Ventia 2021 Annual Report

Our #1 promise
and license to operate
Through our Critical Risk Protocols,
we set out the essential requirements
and behaviours for managing
risk on our
projects and keeping
employees, subcontractors, clients
and communities safe.
We support a mentally healthy
workplace with our Healthy Minds
program. Our physical wellbeing
program, Healthy
Bodies, provides early
intervention services and other health
related support to employees.
Safety and health
above all else
BUSINESS OVERVIEW
Safety and
health

19
Ventia 2021 Annual Report

Ventia provides a broad range of maintenance services and other solutions
across its four sectors which span the full infrastructure asset lifecycle. Ventia’s
service delivery capability is complemented by technology enabled solutions
and technical expertise.
DEFENCE AND SOCIAL INFRASTRUCTURE
Defence and Social Infrastructure provides maintenance and support services
to clients operating across Defence, Social infrastructure (Education, Social
Housing, Justice and Health), Local Government and Critical Infrastructure.
Ventia also provides property and consulting services to public and private
clients.
#1 Provider of defence estate and base services in Australia.
INFRASTRUCTURE SERVICES
Infrastructure Services supports the ongoing maintenance of infrastructure
including utility infrastructure (Water and Electricity & Gas) and Resources and
Industrial assets (mine operation facilities, Oil and Gas processing facilities, gas
wells and industrial facilities). Ventia also provides complex and large-scale
environmental remediation services and leverages technologies aimed at
enhancing client productivity.
#1 Complex Environmental Services remediation provider in Australia.
1
Sectors
Services
Operations and
Maintenance (O&M)
Soft Facilities Management
(Soft FM)
Hard Facilities
Management (Hard FM)
1. Based on Ventia’s share of complex remediation projects greater than $20 million in Australia over the past 10 years, on the basis of both estimated
revenue and the number of projects.
BUSINESS OVERVIEW
Ventia’s sectors and services

TELECOMMUNICATIONS
Telecommunications provides an end-to-end service capability that spans
design, supply, construction, installation, commissioning and maintenance of
telecommunications networks and infrastructure.
#1

T
elecommunications infrastructure services provider in Australia and
New Zealand.
TRANSPORT
Transport provides maintenance, project delivery and technology solutions
to owners and operators of road, motorway, tunnel and rail networks.
#1
In private motorways and tunnels servicing and maintenance
in
Australia.
2
Environmental Services (ES)Minor Capital Works (MCW)Other solutions
(technology solutions,
property and consulting)
2. Based on Ventia’s share of total private tunnels and motorways serviced in Australia in 2021.
21
Ventia 2021 Annual Report

Ventia operates in all states and territories
of Australia and throughout New Zealand.
WA
NT
SA
QLD
NSW
ACT
TAS
VIC
Perth
Darwin
Brisbane
Sydney
Melbourne
Adelaide
Canberra
Auckland
Wellington
Hobart
Ventia’s geographic footprint
2021 Project sites
Defence and Social
InfrastructureInfrastructure ServicesTelecommunicationsTransport
BUSINESS OVERVIEW

35,000+
WORKFORCE
(employees and subcontractors)
400+
PROJECT SITES
40%+
OF OUR PEOPLE WORK IN
REGIONAL AND RURAL AREAS
23
Ventia 2021 Annual Report

1
2
4
5
67
3
8
24 hours a day, 7 days a week,
365 days a year
You’ll find the Ventia teams working behind the scenes delivering services to make essential
infrastructure work for our communities. We keep businesses running, and communities
connected. We keep millions of people safe, housed, healthy
and connected.
Ventia sites
BUSINESS OVERVIEW

Watch our people
and teams in action,
operating around
the clock
7.00AM SHOWER AND PREPARE FOR WORK
Sydney Water network maintenance provided by the Infrastructure
Services team
8.00AM DROP THE KIDS AT SCHOOL
Cleaning services for schools in Western Sydney provided by the Social
Infrastructure team
8.30AM DRIVE TO WORK
Motorways and tunnels maintenance provided by the Transport team
on the M2 and Lane Cove Tunnel
9.00AM ARRIVE AT WORK IN BARANGAROO
Complex remediation services on the Barangaroo site provided
by the Environmental Services team
12.00PM MEET A FRIEND FOR LUNCH AT TOWN HALL
Integrated Facilities Management services to Sydney’s Town Hall
provided by the Local Government team
4.00PM VISIT A RELATIVE WHO IS UNWELL IN HOSPITAL
Hard Facilities Management services at the Royal North Shore Hospital
provided by the Social Infrastructure team
6.00PM DRIVE HOME
Roads in Western Sydney maintained by the Transport team
9.00PM RELAX AT HOME WITH A MOVIE
Home internet powered by the nbn™, provided through fibre cable laid
by the Telecommunications team
1
2
3
4
5
6
7
8
When it has to happen, when it matters most,
when it’s essential... it’s Ventia.
25
Ventia 2021 Annual Report

BUSINESS OVERVIEW

Redefining Service Excellence is our approach to delivering service
excellence to our stakeholders.
We differentiate ourselves by focusing on three priorities: client focused,
innovative and sustainable.
It’s our blueprint for success, brought to life by the pride and passion of
our people.
Our strategy:
Redefining Service Excellence
Watch our people bring our strategy
to life.
27
Ventia 2021 Annual Report
REDEFINING
SERVICE
EXCELLENCE
CLIENT FOCUSED
INNOVATIVE
SUSTAINABLE

BUSINESS OVERVIEW
Client
focused
Repeat clients are our
ultimate performance
indicator, so in order
to differentiate, we
develop long-term and
strategic relationships
that build trust
and deliver service
excellence.
Measuring our success
Be targeted: Implement a client segmentation
model
Renew contracts: Repeat contracts/clients
Secure new clients: Continuous improvement
in our bid success rate

29
Ventia 2021 Annual Report

BUSINESS OVERVIEW
Innovative
We are obsessed with
doing things better than
we have ever done them
before, and by working
closely with our clients
and partners we solve
problems and create
opportunities – either
through evolution or
revolution.
Measuring our success
Develop client solutions: Famous for solving
client problems
Drive productivity: Enterprise technology
platform in place to standardise and simplify
operations
Data and analytics: Better informed decision
making

31
Ventia 2021 Annual Report

BUSINESS OVERVIEW
Sustainable
We recognise that every
decision and action we
take is an opportunity to
make a positive impact
on the people and world
around us.
Measuring our success
Target net zero emissions: Pathway to net
zero emissions defined with visible progress
demonstrated
Industry leading safety, diversity and
inclusion: Continuous improvement in safety
and diversity
Deliver high standards of corporate
governance: Exceed industry and society’s
expectations of corporate behaviour

33
Ventia 2021 Annual Report

PlanBuildEnd of life
Phases
Key services
Major Capital Construction
(typically delivered by construction oriented
contractors and subcontractors)
3. Minor Capital Works (MCW)
1. Operations and
Maintenance (O&M)
2. Facilities Management (FM)
(Hard FM and Soft FM)
Infrastructure asset lifecycle
Maintenance Services market (Ventia’s addressable market)Excluded from the Maintenance Services market
In-life
4. Environmental Services
(ES)
BUSINESS OVERVIEW
1. BIS Oxford Economics (2021).
2.
Major Capit
al Construction services have not been included in the estimated addressable market for any industry segment.
Market overview
Ventia operates in the Maintenance Services market across Australia and
New Zealand, across a broad range of industry segments. BIS Oxford Economics
forecasts that the total addressable market for Maintenance Services in FY2022
will be
$64.7 billion.
1
Ventia’s addressable market covers four service types comprising Operations and Maintenance (O&M), Facilities Management
(FM), Minor Capital Works (MCW) and Environmental Services (ES).
Ventia’s essential Maintenance Services capabilities span the asset lifecycle across plan, build, in-life and end of life phases, as
summarised below. Whilst Ventia does not deliver
Major Capital Construction services, construction activity supports growth in
the asset base requiring Maintenance Services.
2

Telecommunications
Transport
IS
D&SI
New Zealand
FY2018
4.7
18.7
22.9
4.5
12.5
21.1
22.2
5.6
7.8
25.8
28.7
6.0
10.2
63.5
64.4
64.5
62.0
64.7
67.7
72.3
76.9
5.3
6.2
FY2019FY2020FY2021FFY2022FFY2023FFY2024FFY2025F
FY2021F-2025F CAGR:
5.5%
Estimated addressable market size across Australia
& New Zealand ($bn)
1,2,3
Demand drivers for Maintenance Services
1
1. BIS Oxford Economics (2021). Refers to the financial years ended/ending 30 June.
2. Refer to the Prospectus for further information on the methodology BIS Oxford Economics used to estimate the addressable market.
3. Numbers presented in current prices (nominal value)
Estimated addressable market size
BIS Oxford Economics estimates the total addressable market for Maintenance Services in FY2021 to be $62.0 billion, and
forecasts that it will grow to $64.7 billion in FY2022. The Maintenance Services market is estimated to contract from FY2018
to FY2021 at a compound annual growth rate (CAGR) of (0.8 %), driven by the decline in Telecommunications spending.
During this same period, non-Telecommunications industry segments are estimated to grow at a CAGR of 2.1%.
From FY2021 to FY2025, the Maintenance Services market is forecast to grow at a CAGR of 5.5% supported by new investment
in
the Telecommunications industry segment (including upgrades to the nbn and the rollout of new technologies) and
increased activity in the MCW components of the Water, Electricity Transmission and Distribution, and Electricity Generation
industry segments.
BIS Oxford Economics forecasts Ventia’s estimated addressable market to reach $76.9 billion in FY2025.

Size and growth of
asset base

Outsourcing
rates
Population
growth
Technology adoption
and automation
Environmental
regulations
35
Ventia 2021 Annual Report

2021 PERFORMANCE
Injury trends
20202021
TRIFR
6.00
4.32
SIFR
20202021
1.14
0.45
Ventia’s Total Recordable Injury Frequency Rate (TRIFR)
1
in
the 12 months to December 2021 was 4.32, a decrease of 28%
from 2020. Ventia’s Serious Injury Frequency Rate (SIFR)
2

in the 12 months to December 2021 was 0.45, a decrease
of 60% from 2020.
Milestones achieved in 2021 include:
•
Harmonising the Safety, Health, Environment and Quality
(SHEQ) operating model and simplification of systems;
•
Outsourcing of workers compensation claims
management;
•
Establishing and embedding keystone programs
including Critical Risk Protocols (CRPs), Healthy Bodies
and Healthy Minds; and
•
Maintaining our licences to operate (third party
certifications
3
, accreditations and self-insurance licences).
1. Total number of recordable injuries, divided by hours worked in millions. Metric as at December 2021, potentially subject to adjustments over time to
reflect additional information received regarding recordable incidents and other operational updates.
2.
T
otal number of serious injuries, divided by hours worked in millions. Metric as at December 2021, potentially subject to adjustments over time to reflect
additional information received regarding recordable incidents and other operational updates.
3.

ISO9001, ISO14001 and ISO45001.
Critical risk management
Ventia’s CRPs, processes, systems and behaviours establish
the essential requirements for managing safety risks and
comprise three elements – critical controls, mandatory safety
rules, and safe work fundamentals. CRPs are continuously
embedded through refreshed leadership and supervisory
tools, training and reporting. Ventia further focuses on
innovation and the use of technology to better manage risks
in the field, including the provision of in-vehicle monitoring
systems to positively influence driver behaviour and the use
of driverless equipment when working near traffic.
Workers compensation
In 2021, there was a 15% reduction in workers compensation
claims received. This was driven by a focus on early
intervention, injury prevention and leadership capability.
Increasing our focus on the health and
wellbeing of our employees
Ventia’s early intervention programs seek to improve
employee wellbeing and reduce incident frequencies.
Healthy Bodies is Ventia’s physical wellbeing program,
comprising early intervention injury management and other
wellbeing initiatives.
Healthy Minds is Ventia’s mental health program comprising
employee assistance, leader training and support network.
The introduction of 120 Healthy Minds champions further
aims to reduce the stigma, raise awareness and encourage
support-seeking behaviour. Ventia is proud to have won
the 2021 National Safety Award for Excellence – Best Mental
Health Program for its Healthy Minds Program.

Safety, health and wellbeing
Ventia’s number one promise is putting safety and health above all else.
Given the nature of Ventia’s operations, our workforce may be exposed to a
number of health and safety risks in the performance of their duties. Ventia is
committed to providing a safe environment for employees, subcontractors and
the community by reducing the potential for safety incidents.
BUSINESS OVERVIEW

28%
on 2020 and ahead
of target

60%
on 2020 and ahead
of target

Enhancing value through training
A key part of our approach to health, safety and environment
is the provision of key skills training with more than 10,000
individuals across Ventia having completed one of our in-
house training programs in 2021. In addition to our existing
suite of programs, Ventia training commenced work on
46
new training initiatives in 2021, with 35 delivered within
the calendar year and the remainder due for completion
during 2022.
COVID-19 pandemic response
Throughout 2021, a comprehensive COVID-19 response plan
was utilised to support our workforce including:
•
Supporting worker welfare by offering a range of guidance,
support and leave arrangements;
•
Increased communication and feedback; and
•
Establishing a coronavirus hub resource that operates
24/7 to support our managers, providing a timely and
coordinated response to known COVID-19 cases.
COMPENSATION CLAIMS
HEALTHY MINDS PROGRAMUNIVERSAL SHORE POWER
CABLE AND HOSE SOLUTION
15%
Reduction in workers
compensation claims
WINNER
Best Mental Health Program
28th Annual National Safety
Awards of Excellence
WINNER
Large Enterprise Health & Safety
New Initiative Award
Workplace Health & Safety
Awards
FOCUS IN 2022
Our 2022 safety, health and wellbeing objectives aim
to continue to reduce the frequency and severity of
injuries. We will build capability of frontline leaders to
focus on effectively managing risks and streamline the
burden of compliance by embedding our unified SHEQ
management system.
37
Ventia 2021 Annual Report

SUSTAINABILITY
Ventia’s Sustainability Report will be published in March 2022, further sharing
our commitments, targets, and case studies that demonstrate that our
commitments are more than just words, and are backed by action.

environmentenvironmentsocialsocialgovernancegovernance
Creating a
healthier planet
People and
community focused
Ethical and accountable
in everything we do
Achieve net zero emissions and
reduce our clients' emissions
Managing climate risk and
resilience for us and our clients
Leading in environmental
protection and enhancement
solutions
Our people are safe and healthy
and are as diverse as our
communities
We engage and respect the
communities we work in
We create value through our
local and diverse supply chain
Sustainability is embedded in
our decision making
Trusted for our sustainable
business practices
Advancing sustainable and
ethical procurement
Pathway to net
zero emissions
defined with visible
progress demonstrated
Continuous improvement
in diversity and inclusion
Exceed industry and
society’s expectations of
our corporate behaviour
Informing our approach – Ventia’s Sustainability Strategy
Ventia is committed to creating a lasting and positive legacy for people and the planet. This is ingrained in our purpose
of making infrastructure work for our communities and how we approach sustainability, which encompasses the social
impact we have with our people and communities, our environmental footprint and the way we conduct our business.
Ventia’s Sustainability Strategy was launched in 2021. Taking a collaborative approach to development, we sought
to understand the issues that were of the highest importance for our business and to our people, our clients and the
communities
in which we work.
OBJECTIVESOBJECTIVESOBJECTIVES
MEASURESMEASURESMEASURES
39
Ventia 2021 Annual Report

STRATEGY MEASURES
Pathway to net zero emissions
defined with visible progress
demonstrated

OUR TARGETS
• Committed to the Science Based Targets
initiative (SBTi) to set emission reduction
and net zero targets
• 100% renewable energy by 2030
(internal electricity usage)
•

100% EV and hybrid flee
t by 2030
SUSTAINABILITY
Environment
20212019
75,234
67,389

20212019
95,923
91,253


0
10
20
30
40
50
60
70
80
20212020
45
73
ELECTRICITY USAGE (GJ)
ê
10.4%
Reduction from
base year
ê
4.9%
Reduction from
base year
é
62%
Increase
CARBON EMISSIONS (tC0
2
-E)
1
EV/HYBRIDS IN OUR FLEET
2021 PERFORMANCE
In 2021, our total Scope 1 and Scope 2 emissions were
67,389 tCO2-e. We achieved a reduction in emissions of
10.4% compared to the 2019 baseline year, meeting our
target of a 10% absolute reduction in 2021. Emissions
intensity
2
in 2021 reduced from 15.7t/$m to 14.8t/$m, an
overall 5.6% intensity reduction.
Our emissions progress this year has been largely achieved
through reductions related to transport fuels, our largest category
of emissions. Fleet reduction and transition initiatives have
reduced the use of vehicle fuel, supported by a focus on driver
behaviour, in-vehicle monitoring and reduced vehicle idling.
Task Force on Climate-related Financial
Disclosures (TCFD)
Ventia aims to align our risk management and reporting
with the recommendations of the TCFD. Consistent with this
approach, we are in the process of undertaking a detailed risk
assessment of the business. We completed this assessment for
our Telecommunications sector in 2021 and aim to complete
the assessment for our remaining sectors in 2022. The risk
assessment for Telecommunications has highlighted the
opportunities for Ventia in supporting our clients’ transition
and resilience efforts and in responding to climate-related
weather events. Our progress aligned to the key pillars of the
TCFD will be included our 2021 Sustainability Report.
Fleet reduction and transition initiatives
It is a high priority for Ventia to transition our fleet. In the short
term, use of hybrids will be adopted, while we will also use fully
electric vehicles (EVs) where feasible. We introduced 28 EV and
hybrids to our light vehicle fleet in 2021, taking the total number
to 73, an increase of 62%. We were pleased to welcome our first
fully EV roads maintenance truck to our Western Roads Upgrade
contract and order our first EV Truck Mounted Attenuator. A fleet
of electric mowers will also arrive in 2022.
Driver behaviour and education
In 2021, we partnered with EROAD to install in-vehicle
monitoring (IVMS) to our fleet. IVMS provides feedback and
alerts to the driver, encouraging safe and efficient driving
behaviour and improves tracking of vehicle performance.
The EROAD rollout is complemented by driver awareness
training, teaching the environmental benefits of reducing
idling and turning engines off when possible. In the six
months of the EROAD rollout, idling has been reduced by 8%.
Resource management
Resource reduction plans have been introduced across
Ventia, a tool to identify and track specific management
initiatives – from installing solar panels, to energy efficiency
audits, waste reduction and recycled materials use.
FOCUS IN 2022
In 2022, we will drive our current climate emissions
reduction and environment initiatives to deliver on
our commitments, including setting our Science
Based Targets to achieve emissions reductions and
improvements in our environmental management
and performance. We will also continue collecting
and analysing data, building an inventory to inform
and formalise the baselines that we will measure our
sustainability performance against in the future.
1. Scope 1 & Scope 2 emissions.
2. Emissions intensity is total Scope 1 and Scope 2 emissions measured in tonnes, divided by total revenue in $ millions.

41
Ventia 2021 Annual Report
STRATEGY MEASURES
Continuous improvement in
diversity and inclusion

OUR TARGETS
• HESTA 40:40 Vision commitment
• 40% Women In Senior Management
• 40% female participation – all employees
• Retain Elevate RAP status
Social
INDIGENOUS
PARTICIPATION
1
(%)
é

0.7
PPTS
Increase
é

52.8%
Increase
FEMALE
PARTICIPATION (%)
SPEND WITH INDIGENOUS
BUSINESS
2
($’m)
2021 PERFORMANCE
Gender equality
In 2021, Ventia committed to align to the HESTA 40:40 Vision,
an investor and business-led initiative to achieve gender
balance in executive leadership by 2030. 40:40 stands for 40%
women, 40% men and 20% any gender. At the close of 2021,
18% of our executive leadership team were female.
In addition to the HESTA 40:40 Vision, we have extended our
commitment to achieving 40% female participation across
all Ventia leaders and employees by 2030.
Our focus on initiatives which support progress in gender
equality has driven an increase in female participation to
30.9% at December 2021.
Indigenous diversity and inclusion (Australia)
Our public commitment to reconciliation is set out in our
Elevate Reconciliation Action Plan (RAP). Based on Ventia's
most recent employee survey and analysis, 4.8% of Ventia's
Australian employees are of Aboriginal and Torres Strait
Islander descent. Our dedicated Indigenous employment
team, TRECCA, placed 268 Indigenous people across Ventia
contracts in CY2021.
Ventia’s strong focus on Indigenous suppliers continued
throughout the year with an increased spend of $83.9
million
compared to $54.9
million in 2020. Spend with Indigenous
suppliers represented 2.9% of total procurement spend
in CY2021. Importantly, Ventia has $120 million in active
contracts with Indigenous business.
Diversity and inclusion (Aotearoa)
This year, Ventia established the Te Ara o Rehua working
party tasked to enhance Māori participation and build
cultural capability across our New Zealand business.
The working party has established close relationships with
Amotai, an organisation that connects buyers with Māori
and Pasifika owned businesses to support and enhance
our
supplier diversity and engagement in Aotearoa. We have
also improved our internal systems to track and monitor our
procurement spend with Māori and Pasifika businesses.
A diversity survey was undertaken with our employees
to better understand our current Māori employment and
cultural capability across the NZ business. This data will
inform the working party to build strategies and initiatives
for 2022 and beyond.
Engaging with our communities
Our community engagement approach ensures we build
relationships with stakeholders in the communities in which
we work and seek ways to create economic opportunities
for underrepresented groups through local and social
procurement. In CY2021, we spent $10.9 million with social
enterprise.
FOCUS IN 2022
In 2022, we will take further action to increase our
social value contribution, strengthening community
partnerships, continuing to develop the diversity of
our workforce and ensure inclusive workplaces, and
deepening our local supply
chain by expanding our
network of Indigenous and social enterprises.
202120202019
27.6
30.230.9
202120202019
28.3
54.9
83.9
4.8%
1. Ventia employees in Australia of Aboriginal and Torres Strait Islander descent, based on Ventia’s most recent employee survey and analysis.
2. Procurement spend with Australian Indigenous partners.

SUSTAINABILITY
STRATEGY MEASURE
Exceed industry and society’s expectations of
our corporate behaviour

OUR TARGETS
• Compliance with the ASX Corporate Governance
Council’s principles and recommendations
• All significant suppliers complying with the
Ventia Supplier Code of Conduct
Governance
2021 PERFORMANCE
In 2021, Ventia reviewed, integrated, developed and
established many of the key strategies, frameworks,
standards and policies that play a fundamental role in
governing how we operate and always do the right thing by
our stakeholders.
Achievements in 2021 include the launch of our first Modern
Slavery Statement, revamped Code of Conduct training and
refreshed Sustainability Policy and Strategy.
Our approach to governance is based on our values, which
guide how we behave, the way we do business and represent
what we stand for. They are embedded in our governance
framework and help to ensure we focus on what’s right, and
what’s important to our clients and our people.
Governance of sustainability at Ventia is through the Board
Safety and Sustainability Committee, established in 2021,
which is responsible for:
•
Reviewing and recommending health, safety and
environment (HSE) policies for Board approval;
•
Reviewing and recommending sustainability policies,
the Sustainability Report and regulatory reporting on
sustainability for Board approval; and
•
Reviewing management reports related to HSE and
sustainability, and monitoring compliance with
obligations and delivery against targets.
Setting foundations for future success
In August 2021, the Board approved our revised Sustainability
Policy, establishing our commitments across the elements of
environment, social and governance (ESG). In September, we
were pleased to launch our Sustainability Strategy, outlining
our approach and objectives and supporting our refreshed
sustainability commitments.
A suite of policies and governance documents were updated
in 2021 including our Diversity and Inclusion Policy, Parental
Leave Standard, Modern Slavery Policy, Environmental
Policy, Health and Safety Policy, Procurement Policy, and our
Equal Employment Opportunity and Discrimination Policy.
Code of Conduct training
Code of Conduct training is part of our induction process
and is a mandatory annual training requirement for our
employees, with 94% of full-time employees completing the
training in 2021.
Modern slavery risk management
Ventia’s Modern Slavery Policy confirms our commitment
to the eradication of all forms of slavery. It requires a due
diligence process to be in place to analyse Ventia’s supply
chains to ensure proper measures are taken to comply with
the commitments set out in the Policy.
Ventia’s Business Partners Standard and its associated due
diligence are refreshed annually and combined with our
International Trade Controls and Anti-Money Laundering
Policy to supplement our approach, which is set out in our
policy framework.
Ventia have designed a modern slavery due diligence
questionnaire to be completed when we engage new
overseas suppliers. It is also completed annually by all
Australian suppliers who we spend greater than $1 million
per annum
with.
Ventia continue to work collaboratively with key industry
peers to strengthen our response to modern slavery
through the Infrastructure Sustainability Council (ISC)
Road Sector Modern Slavery Coalition and will review
opportunities to expand due diligence processes within
our
supply chain ongoing.
FOCUS IN 2022
2022 will provide another opportunity for Ventia to
continue our crucial work developing and embedding
the foundations and practices that will support good
governance into the
future.
MODERN SLAVERY STATEMENT
ü
Ventia published our first Modern Slavery
Statement in June 2021
SUSTAINABILITY COMMITTEE
ü
Established our Board Safety and
Sustainability Committee

Sustainability targets
environmentenvironmentsocialsocialgovernancegovernance
Committed to setting
Science Based Targets
including net zero
100%
renewable energy
by 2030
100%
EV and hybrid fleet
by 2030
Aligned to
HESTA 40:40
Vision commitment
40%
female participation
across all Ventia leaders
and employees by 2030
Retain Reconciliation
Australia’s Elevate RAP status
Compliance with the ASX
Corporate Governance
Council’s principles and
recommendations
All significant suppliers
compliant with our supplier
Code of Conduct
Maintain and improve
systems and processes to
prevent modern slavery
within our diverse businesses
and supply chain
Ventia has set clear sustainability targets for 2022 and beyond. Our targets align
to recognised industry frameworks to ensure we deliver best practice outcomes.
They have been selected and refined to ensure we are focused on meeting the
expectations of our people, our clients, our investors and our communities.
43
Ventia 2021 Annual Report

OPERATING AND FINANCIAL REVIEW
TABLE OF CONTENTS
1. Operating model, business strategy and outlook 45
2. Significant changes in operations 45
3. Statutory financial performance and 45
review of operations
4. Pro forma financial performance and 49
review of operations
5.

Financial position

56
6.

Risk and opportunity manag
ement
58

45
Ventia 2021 Annual Report
1. OPERATING MODEL, BUSINESS STRATEGY AND OUTLOOK
Ventia Services Group Limited (formerly known as Ventia Services Group Pty Limited) (Company or Ventia) in respect of
the Company and the entities it controlled at the end of, or during, the financial year ended 31 December 2021 (together
referred to as the Group) is a leading essential infrastructure services provider in Australia and New Zealand. It has extensive
capabilities across the full asset lifecycle and provides these services across a diverse range of industry segments through
long-term contracts with a range of government agencies and blue chip organisations.
Ventia is structured across four sectors (also referred to as operating or reportable segments):
•
Defence and Social Infrastructure;
•
Infrastructure Services;
•
Telecommunications; and
•
Transport.
Ventia’s strategy is to Redefine Service Excellence focusing on three priorities being client focused, innovative and sustainable.
Ventia has identified three key drivers of
increasing its market share:
•
Winning new work;
•
Growth within existing contracts; and
•
Cross selling.
Ventia’s current expectations for the year ending 31 December 2022 (CY2022) are consistent with the forecasts provided
in the Initial Public Offering (IPO) prospectus. Further details regarding sector specific outlook commentary is provided in
Sections 4.5 to 4.8 of this Operating and Financial Review.
2. SIGNIFICANT CHANGES IN OPERATIONS
On 7 October 2021, the Ventia Services Group Pty Ltd converted from a private company to a public company and accordingly
is now known as Ventia Services Group Limited (the Company or Ventia). On 19 November 2021, an initial public offering (IPO)
of the shares in the Company was completed and the Company was formally listed on both the Australian Securities Exchange
(ASX) and New Zealand's Main Board (NZX). On 23 November 2021, the Company entered into a syndicated facility agreement
(New Banking Facilities) including a $750.0 million syndicated term loan facility and a $400.0 million revolving cash facility.
Funding provided under the New Banking Facilities together with the proceeds from the IPO of $360.9 million (net of costs) and
surplus cash were used to repay the legacy Term Loan B debt facility.
3. STATUTORY FINANCIAL PERFORMANCE AND REVIEW OF OPERATIONS
On 30 June 2020, Ventia (through its wholly owned subsidiary Ventia Holdings I Pty Limited) acquired all of the share capital
in Ferrovial Services Australia Pty Ltd, subsequently renamed BRS Holdco Pty Ltd (Broadspectrum), to form one of the largest
infrastructure services providers in Australia and New Zealand.
Due to the material nature of the Broadspectrum acquisition, the IPO and related refinancing and their financial impact on
the business, the Directors believe that in addition to the statutory analysis of results in this Section 3, a pro forma view of the
Group and sector results for CY2021 compared to CY2020 provides additional information for users of the financial statements
to understand the underlying business performance and cash flows of the operations on a more comparable basis. This pro
forma view is presented in Section 4.

OPERATING AND FINANCIAL REVIEW
3.1 Statutory Group financial highlights
Statutory
2021
$’m
2020
$’m
Change
$’m
Change
%
Total revenue from continuing operations4,557.43,223.91,333.541.4%
Profit after tax for the year19.528.0(8.5)(30.5%)
Basic earnings per share (cents)3.124.69(1.57)(33.5%)
Other measures
1
2021
$’m
2020
$’m
Change
$’m
Change
%
EBITDA from continuing operations312.2265.846.417.5%
EBITA from continuing operations203.3186.516.89.0%
EBIT before amortisation of acquired intangibles141.5138.33.22.3%
NPATA36.436.00.41.1%
Operating cash flow before interest and tax245.9153.092.960.7%
Operating cash flow conversion %78.8%57.6%n/a21.2pp
Work in hand16,771.013,100.03,671.028.0%
1. Other measures are non-IFRS measures that have been derived from statutory information.
EBITDA – Earnings before interest, tax, depreciation and amortisation
EBITA – Earnings before interest, tax and amortisation
EBIT – Earnings before interest and tax
N PATA – Net profit after tax excluding the after tax impact of amortisation of acquired intangibles
3.2 Statutory Group financial performance
2021
$’m
2020
$’m
Change
$’m
Change
%
Continuing operations:
Services revenue4,555.43,223.21,332.241.3%
Other income2.00.71.3185.7%
Total revenue4,557.43,223.91,333.541.4%
Expenses(4,250.4)(2,961.2)1,289.243.5%
Share of profits of joint venture entities5.23.12.167.7%
Earnings before interest, income tax,
depreciation and amortisation
312.2265.846.417.5%
Depreciation expense(108.9)(79.3)29.637.3%
Amortisation expense(85.9)(59.6)26.344.1%
Earnings before interest and income tax117.4126.9(9.5)(7.5%)
Net finance costs(137.2)(92.5)44.748.3%
(Loss)/profit before income tax benefit/
(expense)
(19.8)34.4(54.2)157.6%
Income tax benefit/(expense)14.7(10.3)25.0(242.7%)
(Loss)/profit after income tax for the year from
continuing operations
(5.1)24.1(29.2)(121.2%)
Discontinued operations:
Profit after income tax for the year from discontinued
operations
24.63.920.7530.8%
Profit after income tax for the year19.528.0(8.5)(30.4%)

47
Ventia 2021 Annual Report
In CY2021, Ventia reported an increase in total revenue of $1,333.5 million to $4,557.4 million. This increase is mainly due to the
prior year results only including six months of the Broadspectrum business, whereas the current year includes 12 months of
revenue.
Statutory EBITDA increased by $46.4 million to $312.2 million in CY2021. This is due to an increase in EBITDA from 12
months
of Broadspectrum results in CY2021 partially offset by significant items totalling $73.7 million. Significant items include
$66.8 million of integration costs associated with the Broadspectrum acquisition and $6.9 million of IPO related costs.
Net finance costs increased by $44.7 million to $137.2 million. Net finance costs include amortisation of borrowing costs which
increased from $8.2 million to $42.0 million. This increase is due to the write off of the remaining unamortised borrowing costs
in respect of the legacy Term Loan B debt facility when the debt was settled following the IPO.
Income tax benefit was $14.7 million for the year representing an effective tax rate of 74.2% based on the loss before tax of
$19.8 million. The effective tax rate is higher than the statutory corporate tax rate of 30% mainly due to the recognition of
previously unrecognised tax losses. Excluding the recognition of these losses, the effective tax rate is 22% which is lower than
the statutory corporate rate due to permanent differences arising from integration and restructuring activities and the lower
tax rate in overseas jurisdictions, principally New Zealand.
Profit after tax from discontinued operations increased by $20.7 million to $24.6 million mainly due to a gain on disposal after
tax of $23.0 million, relating to the divestment of APP Corporation Pty Ltd (APP) on 19 March 2021.
3.3 Statutory segment performance
The segment result represents Underlying EBITA (earnings before interest, income tax and amortisation of acquired intangible
assets and before acquisition, integration and other restructuring costs). See Section 3.4 for the reconciliation of segment
result to profit after income tax for the year.
Reconciliation of segment revenue to total revenue
2021
$’m
2020
$’m
Segment revenue4,583.63,252.7
Other income2.00.7
Share of revenue of equity accounted joint venture entities(28.2)(29.5)
Total revenue per Consolidated Statement of Profit or Loss4,557.43,223.9
CY2021
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Consolidated
Continuing
Operations
$’m
Segment revenue1,874.81,215.2989.6504.04,583.6
Segment result111.271.2110.924.7318.0
CY2020
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Consolidated
Continuing
Operations
$’m
Segment revenue908.2794.31,160.7389.53,252.7
Segment result63.253.7136.515.7269.1
Change from CY2020
Defence
and Social
Infrastructure
%
Infrastructure
Services
%
Tele-
communications
%
Transport
%
Consolidated
Continuing
Operations
%
Segment revenue106.4%53.0%(14.7%)29.4%40.9%
Segment result75.9%32.6%(18.8%)57.3%18.2%

OPERATING AND FINANCIAL REVIEW
The increase in segment revenue and segment result across Defence and Social Infrastructure, Infrastructure Services and
Transport reflects the impact of the Broadspectrum acquisition which is included for 12 months of CY2021 and six months
of CY2020. The acquisition of Broadspectrum did not materially increase the size of the Telecommunications segment.
Telecommunications reported lower segment revenue and segment result in CY2021 due to the completion of the initial fibre
network build program for Australia’s national broadband network (nbn™) in CY2020.
3.4 Reconciliation of segment result to profit after income tax for the year
2021
$’m
2020
$’m
Change
$’m
Change
%
Segment result318.0269.148.918.2%
Corporate costs including amortisation of intangible
assets
(102.8)(84.5)18.321.7%
Underlying EBIT before amortisation of
acquired intangibles
215.2184.630.616.6%
Acquisition and integration costs
(i)
(66.8)(46.3)20.544.3%
Offer related costs
(ii)
(6.9)–6.9n/m
EBIT before amortisation of acquired
intangibles
141.5138.33.22.3%
Amortisation of acquired intangible assets
(iii)
(24.1)(11.4)12.7111.4%
Earnings before interest and income tax from
continuing operations
117.4126.9(9.5)(7.5%)
Net finance costs(137.2)(92.5)(44.7)48.3%
(Loss)/ profit before income tax (19.8)34.4(54.2)(157.6%)
Income tax benefit/(expense)14.7(10.3)25.0242.7%
(Loss)/profit after income tax for the period
from continuing operations
(5.1)24.1(29.2)(121.2%)
Profit after income tax from discontinued operations24.63.920.7530.8%
Profit after income tax for the year19.528.0(8.5)(30.4%)
(i) Acquisition and integration costs relating to the acquisition of Broadspectrum in CY2020, the integration of Broadspectrum in CY2021 and acquisition of
Kordia Solutions Pty Ltd in CY2021.
(ii) Offer related costs associated with the IPO of Ventia Services Group Limited in CY2021.
(iii) Amortisation of acquired intangible assets relating to customer contracts and relationships acquired as part of the acquisition of Broadspectrum
n/m: not meaningful
3.5 Statutory cash flow
Operating cash flow
Net cash generated from operating activities for the year was $124.6 million, an increase of $42.1 million from the prior year.
The improvement was mainly due to an increase in EBITDA with a $92.9 million increase in operating cash flow before interest
and tax offset by a $20.0 million increase in interest payments and a $36.5 million increase in tax payments.
Investing cash flow
Total investing cash inflow of $55.9 million was due to $89.2 million proceeds from the sale of APP partially offset by capital
expenditure of $36.3 million. Capital expenditure was $7.1 million higher than the prior year due to the prior year results
including only six months of the Broadspectrum business.
Financing cash flow
Total financing cash outflow of $444.7 million includes a net reduction in borrowings of $698.8 million. This includes
$1,441.4 million for the repayment of borrowings and settlement of related derivatives in relation to the legacy Term
Loan B debt facility, partially offset by proceeds from the New Banking Facilities of $742.6 million net of transaction costs.
Financing cash flow also includes $373.8 million received as proceeds from the issue of new shares in the IPO, partially offset
by a $12.9
million of associated transaction costs. Financing cash flow also includes $63.8 million in respect of repayment of
the principal portion of lease liabilities and dividends paid of $38.5 million in respect of the interim dividend for the year ended
31 December 2021.

49
Ventia 2021 Annual Report
3.6 Dividends
The Directors intend to pay out between 60% and 80% of the Ventia Group’s pro forma NPATA (refer Section 4) as a dividend.
NPATA provides a proxy for Ventia’s cash flows available to pay dividends before the after-tax amortisation of acquired
intangibles. It is a key measure of Ventia’s financial performance.
On 23 February 2022 the Ventia Board resolved to pay a final dividend for the period between IPO completion on 19 November
2021 and 31 December 2021 of 1.47 cents per share, representing a payout ratio of 75%. The dividend will be fully franked.
Ventia intends to frank its subsequent dividends to the maximum extent possible, subject to the availability of franking credits.
4. PRO FORMA FINANCIAL PERFORMANCE AND REVIEW OF OPERATIONS
The pro forma financial information has been derived from the statutory financial information, to:
•
Include the appropriate business perimeter;
•
Reflect the cost base of Ventia as a listed company; and
•
Update the financing costs to reflect the New Banking Facilities.
4.1 Pro forma Group financial highlights
Pro forma
2021
$’m
2020
$’m
Change
$’m
Change
%
Total revenue 4,557.44,591.9(34.5)(0.8%)
EBITDA from continuing operations379.9354.525.47.2%
EBITA from continuing operations240.1201.039.119.5%
NPATA146.8119.527.322.9%
Operating cash flow before interest and tax322.7308.414.34.6%
Operating cash flow conversion %84.9%87.0%n/a(2.1pp)
Work in hand16,771.013,100.03,671.028.0%
4.2 Pro forma Group financial performance
2021
$’m
2020
$’m
Change
$’m
Change
%
Segment revenue4,555.44,590.7(35.3)(0.8%)
Other income2.01.20.866.7%
Total revenue4,557.44,591.9(34.5)(0.8%)
EBITDA379.9354.525.47.2%
EBITDA %8.3%7.7%n/a0.6pp
Depreciation(108.7)(116.1)7.4(6.4%)
Amortisation of software(31.1)(37.4)6.3(16.8%)
EBITA240.1201.039.119.5%
EBITA %5.3%4.4%n/a0.9pp
Amortisation of acquired intangibles(22.1)(19.2)(2.9)15.3%
EBIT218.0181.836.219.9%
Net finance costs(30.4)(30.4)––
Profit before tax187.6151.436.123.8%
Tax expense(56.3)(45.4)(10.9)23.9%
N PAT131.3106.025.323.8%
Amortisation of acquired intangibles (after tax)15.513.42.115.5%
N PATA146.8119.527.322.9%

OPERATING AND FINANCIAL REVIEW
4.3 Reconciliation of statutory NPAT to pro forma NPAT
Note
2021
$’m
2020
$’m
Statutory NPAT19.528.0
Operating expense adjustments (pre-tax)
Broadspectrum pro forma adjustments1(24.6)(9.7)
Broadspectrum transaction and integration costs267.549.9
Amortisation332.724.0
IPO related costs46.9–
Listed public company costs5(5.5)(8.7)
Ventia shareholder fee62.53.0
Remuneration changes7(3.7)(8.2)
Total operating expense adjustments (pre-tax) 75.850.4
Interest expense adjustments8107.073.1
Income tax adjustments9(71.0)(45.5)
Total adjustments 111.878.0
Pro forma NPAT 131.3106.0
Amortisation of acquired intangibles (after tax)15.513.4
Pro forma NPATA 146.8119.5
Notes:
1. Includes NPAT from Broadspectrum for H1 CY2020 prior to acquisition and excludes the financial performance and gain on sale of APP.
2. Excludes transaction and integration costs relating to the acquisition of Broadspectrum and the sale of APP.
3. Excludes Ventia accelerated amortisation of brands and software not used post integration of Broadspectrum.
4.
E
xcludes IPO related costs which are expensed.
5.
Includes incr
emental costs that are incurred as a listed company.
6.
Excludes Ventia’s previous shareholder fee structure which is no longer in place following the IPO.
7.

E
xcludes the previous Executive Incentive Plan and includes Ventia’s new share-based payment plan which will be implemented in CY2022.
8.
Excludes costs associated with legacy debt arrangements and includes interest on the New Banking Facilities.
9.

Applic
ation of a pro forma tax rate of 30%, which is the Australian corporate tax rate.
Refer to Sections 4.5 to 4.8 for details on sector performance.
In addition to the segment results, pro forma EBITDA and pro forma EBITA have increased over CY2020 reflecting net corporate
costs decreasing from $71.1 million in CY2020 to $29.3 million in CY2021. This improvement is mainly due to the full year
contribution of cost savings initiatives implemented during CY2020, further operational improvements and cost savings
following the Broadspectrum acquisition, partly offset by investments in business development and data analytics capabilities.

51
Ventia 2021 Annual Report
4.4 Reconciliation of statutory segment performance to pro forma segment performance
2021
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Tota l
Segment
$’m
Statutory segment revenue1,874.81,215.2989.6504.04,583.6
Share of joint venture revenue–(3.6)–(24.6)(28.2)
Pro forma segment revenue1,874.81,211.6989.6479.44,555.4
Segment EBITDA128.7118.5129.632.5409.3
Pro forma adjustments
1
––(0.1)–(0.1)
Pro forma segment EBITDA128.7118.5129.532.5409.2
Statutory EBITA (Segment result)111.271.2110.924.7318.0
Pro forma adjustments
1
–1.1(0.1)–1.0
Pro forma segment EBITA111.272.3110.824.7319.0
2020
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Total Segment
$’m
Segment revenue908.2794.31,160.7389.53,252.7
Share of joint venture revenue–(2.5)–(27.1)(29.5)
Pro forma adjustments
1
648.3437.8129.3152.11,367.6
Pro forma segment revenue1,556.51,229.61,290.0514.54,590.7
Segment EBITDA87.888.5166.024.4366.7
Pro forma adjustments
1
22.427.78.20.859.0
Pro forma segment EBITDA110.2116.2174.225.2425.7
Statutory EBITA (Segment result)63.253.7136.515.7269.1
Pro forma adjustments
1
25.313.311.80.250.6
Pro forma segment EBITA88.567.0148.315.9319.7
1. Refer Section 4.3 for details of pro forma adjustments.
Details of each segment on a pro forma basis are included in Sections 4.5 to 4.8.

OPERATING AND FINANCIAL REVIEW
4.5 Defence and Social Infrastructure
2021 PRO FORMA SEGMENT
EBITDA
$128.7m
% OF TOTAL PRO FORMA
SEGMENT REVENUE
41.2%
PRO FORMA SEGMENT
REVENUE ($’M)
1,557
1,875
CY21CY20
17% on 2020
2021
$’m
2020
$’m
Variance
$'m
Variance
%
Pro forma segment revenue1,874.81,556.5318.320.4%
% of total pro forma segment revenue41.2%33.9%n/a7.3pp
Pro forma segment EBITDA128.7110.218.516.8%
Pro forma segment EBITA111.288.522.725.6%
PERFORMANCE
Defence and Social Infrastructure performed strongly in CY2021 with revenue increasing $318.3 million to $1,874.8 million. This
represents a 20.4% increase on CY2020.
CY2021 EBITDA was $128.7 million, an increase of 16.8% on CY2020. CY2021 EBITA was $111.2 million, an increase of 25.6% on CY2020.
These uplifts were driven primarily by increasing volumes within existing contracts; and the contribution of new contracts in Critical
Infrastructure, Social Infrastructure and Local Government.
There were some negative impacts to the business in CY2021 due to COVID-19 restrictions across NSW and New Zealand in
response to the Delta outbreak. Density levels on some client sites were reduced, impacting some works delivery.
OUTLOOK
Defence and Social Infrastructure is expecting continued strong performance in CY2022, due to contracts that commenced
in the latter part of CY2021. These include key contracts such as the Across Government Facilities Management Agreement in
South Australia and the Country Regional Network contract in NSW.

53
Ventia 2021 Annual Report
4.6 Infrastructure Services
2021 PRO FORMA SEGMENT
EBITDA
$118.5m
% OF TOTAL PRO FORMA
SEGMENT REVENUE
26.6%
PRO FORMA SEGMENT
REVENUE ($’M)
1,212
1,230
CY21CY20
2% on 2020
2021
$’m
2020
$’m
Variance
$’m
Variance
%
Pro forma segment revenue1,211.61,229.6(18.0)(1.5%)
% of total pro forma segment revenue26.6%26.8%n/a(0.2pp)
Pro forma segment EBITDA118.5116.22.32.0%
Pro forma segment EBITA72.367.05.37.9%
PERFORMANCE
Revenue declined by 1.5% to $1,211.6 million. This was mainly due to fewer environmental remediation projects coming to
market in CY2021, partly offset by an increase in revenue in the resources and industrial businesses as a result of new contract
wins and increases in shutdown work.
CY2021 EBITDA was $118.5 million, an increase of 2.0% on CY2020, and CY2021 EBITA was $72.3 million, an increase of 7.9% on
CY2020. These increases were due to a focus on productivity and cost efficiency.
OUTLOOK
The outlook is supported by strong market fundamentals including increasing demand for environmental services and
remediation, a rebound in the resources market and the growing asset base derived from the transition of the energy sector
towards renewable generation.

OPERATING AND FINANCIAL REVIEW
4.7 Telecommunications
2021 PRO FORMA SEGMENT
EBITDA
$129.5m
% OF TOTAL PRO FORMA
SEGMENT REVENUE
21.7%
PRO FORMA SEGMENT
REVENUE ($’M)
990
1,290
CY21CY20
26% on 2020
2021
$’m
2020
$’m
Variance
$’m
Variance
%
Pro forma segment revenue989.61,290.0(300.4)(23.3%)
% of total pro forma segment revenue21.7%28.1%n/a(6.4pp)
Pro forma segment EBITDA129.5174.2(44.7)(25.6%)
Pro forma segment EBITA110.8148.3(37.5)(25.3%)
PERFORMANCE
Telecommunications performed in-line with expectations reflecting market conditions following the completion of the initial
fibre build program for Australia’s national broadband network (nbn™) in CY2020.
Revenue was $989.6 million in CY2021, representing a reduction of 23.3% on CY2020.
CY2021 EBITDA was $129.5 million, a reduction of 25.6% on CY2020. CY2021 EBITA was $110.8 million, a reduction of 25.3% on
CY2020. These reductions are mainly a result of reduced volumes within existing contracts.
Telecommunications was awarded a number of key contracts in CY2021 including the N2P Evolution and Fixed Wireless
Services (FWS) contracts with NBN Co and the commencement of a long-term Network Modernisation Program and Field
Services Contract with global aerospace and defence contractor L3Harris Technologies for Airservices Australia.
On 31 October 2021, Ventia completed the acquisition of Kordia Solutions Pty Limited (Kordia), adding additional capabilities,
client relationships and work-in-hand.
OUTLOOK
The industry is undergoing a large structural shift and it is expected that the migration from copper to fibre will accelerate,
as will the roll out of new technologies including new fibre builds. This is expected to increase the demand for network
construction, deployment and maintenance.
The fixed networks business, including the N2P Evolution program with NBN Co is expected to be a major contributor to the
segment's revenue and EBITDA in CY2022. The Kordia acquisition is also expected to help support a solid performance in CY2022.

55
Ventia 2021 Annual Report
4.8 Transport
2021 PRO FORMA SEGMENT
EBITDA
$32.5m
% OF TOTAL PRO FORMA
SEGMENT REVENUE
10.5%
PRO FORMA SEGMENT
REVENUE ($’M)
515
479
CY21CY20
29% on 2020
2021
$’m
2020
$’m
Variance
$’m
Variance
%
Pro forma segment revenue479.4514.5(35.1)(6.8%)
% of total pro forma segment revenue10.5%11.2%n/a(0.7pp)
Pro forma segment EBITDA32.525.27.329.2%
Pro forma segment EBITA24.715.98.855.3%
PERFORMANCE
Revenue declined 6.8% to $479.4 million, largely due to the completion of several road and rail contracts. This was partially
offset by new contracts commencing during the year.
CY2021 EBITDA was $32.5 million, an increase of 29.2% on CY2020. CY2021 EBITA was $24.7 million, an increase of 55.3% on
CY2020. These increases were driven by synergies, operating model efficiencies and project improvements.
In July 2021, the team successfully mobilised the Sydney Road Asset Performance Contract which was secured in
December 2020.
OUTLOOK
During CY2021, new contracts wins were secured and there is a pipeline of additional opportunities that are well advanced in
the tendering process. A focus on securing additional minor capital works, adjacent to existing regional footprints is expected
to also be a key driver in securing near-term revenues.

OPERATING AND FINANCIAL REVIEW
4.9 Pro forma cash flow
Operating cash flow
Operating cash flow for the year increased by 4.6% from $308.4 million in CY2020 to $322.7 million in CY2021 and represents
a cash conversion of 84.9% of EBITDA (compared to 87.0% cash conversion in CY2020). The improvement in cash was driven
by an increase in EBITDA combined with continued focus on working capital management.
Cash flow before financing and tax
Cash flow before financing and tax for the year increased by 8.5% from $197.6 million in CY2020 to $214.4 million in CY2021.
This was driven by the operating cash flow described above and a reduction in lease payments from $80.8 million in CY2020 to
$72.0 million in CY2021 as a result of property and plant rationalisation, offset against a $6.3 million uplift in capital expenditure.
5. FINANCIAL POSITION
5.1 Liquidity and capital management
As at 31 December 2021, the Group had liquidity of $580.2 million comprising cash balances of $180.2 million and undrawn
committed debt facilities of $400.0 million.
During the year, the Group raised $360.9 million (net of costs) from the IPO, raised $742.6 million (net of costs) in new debt
(New Banking Facilities) and settled debt and associated derivatives totalling $1,441.4 million.
New Banking Facilities
In November 2021, Ventia established New Banking Facilities comprising a $750.0 million syndicated loan facility and a $400.0 million
revolving cash facility. This new facility replaces the legacy Term Loan B debt facility as the Group’s primary source of financing.
The syndicated bank loan facilities are unsecured, committed and comprise Australian dollar tranches with maturities in 2024,
2025 and 2026.
The weighted average cash interest rate of the Group’s interest bearing liabilities as at 31 December 2021 was 2.3% (2020: 5.6%)
per annum.
Covenants on financing facilities
Ventia Group’s financing facilities contain undertakings to comply with financial covenants and ensure that Group guarantors
of these facilities collectively meet certain minimum threshold amounts of Group EBITDA and Group total tangible assets (for
Ventia). The main financial covenants which the Group is subject to are net leverage and interest coverage. Financial covenants
testing is undertaken monthly and reported at the Board meetings. Reporting of financial covenants to financiers occurs
semi-annually for the rolling 12-month periods to 30 June and 31 December. Ventia was in compliance with all its financial
covenants as at 31 December 2021.
Pro forma leverage ratio Pro forma interest cover ratio
0.0
0.5
1.0
1.5
2.0
2.5
2021202020192018

9.5
10.0
10.5
11.0
11.5
12.0
12.5
13.0
2021202020192018
Bank guarantees and insurance bonds
The Group has $795 million of bank guarantee and insurance bond facilities on a committed and uncommitted basis to support
its contracting activities. The Group’s facilities are provided by a number of banks and insurance companies on an unsecured
and revolving basis. $424.4 million of these facilities were utilised as at 31 December 2021 with $370.6 million unutilised.
Credit ratings
The Group has Investment Grade credit ratings of Baa3 (Outlook Stable) from Moody’s and BBB- (Outlook Stable) from S&P.

57
Ventia 2021 Annual Report
5.2 Statutory Consolidated Statement of Financial Position
Net assets of the Group increased from $33.7 million to $390.5 million. This was mainly as a result of the increase in share
capital following the IPO which raised $360.9 million (net of costs).
Net debt is calculated as borrowings (excluding lease liabilities) less cash and cash equivalents. Net debt has decreased by
$306.6 million to $563.0 million due to the repayment of debt from the proceeds of the IPO of $360.9 million (net of costs).
Total trade and other receivables increased by 18.2%, or $107.6 million, to $700.1 million mainly driven by an increase in
contract assets following the Kordia acquisition, as well as smaller increases relating to several other projects.
Current tax asset increased by $15.4 million to $20.0 million mainly reflecting the timing of a tax refund from a prior year.
Inventories increased marginally by $1.5 million or 4.9%, to $32.0 million.
Assets held for sale have decreased from $87.7 million to nil, following the sale of APP during the year.
Net deferred tax assets increased from $200.5 million to $220.1 million mainly due to an increase in temporary timing
differences relating to certain integration expenditure and IPO related costs.
Right-of-use assets increased by $11.2 million to $136.7 million. The increase includes $81.4 million of additions partially
offset by $68.9 million of depreciation during the year. The increase mainly relates to new lease arrangements entered into
during the year for motor vehicles.
Property, plant and equipment decreased $13.4 million to $166.6 million. The decrease includes $27.0 million of additions
offset by $40.0 million of depreciation during the year. Additions during the year represent 0.6% of total revenue.
Intangibles decreased by $75.7 million, to $127.6 million. The decrease includes $85.9 million of amortisation charges
partially offset by $9.3 million of additions during the year. The amortisation charge includes $22.8 million in relation to brand
names which will no longer be used by Ventia post-integration of Broadspectrum. Customer contracts and relationships were
amortised by $22.1 million during the year. Software and system development assets were amortised by $41.0 million during
the year including $9.9 million of accelerated amortisation relating to software that will not be used by Ventia post-integration
of Broadspectrum.
Goodwill increased by $0.2 million to $1,093.2 million. This reflects the goodwill recognised on acquisition of Kordia. The
purchase price accounting has been finalised for the Kordia acquisition as at 31 December 2021.
Total trade and other payables increased by 15.9%, or $119.5 million, to $871.5 million. This was driven by the consolidation
of trade and other payables as part of the Kordia acquisition, as well as smaller increases across a number of contracts.
Derivative assets and liabilities decreased during the year. This is a result of the repayment of the legacy Term Loan B debt
and the close-out of associated hedging arrangements. Derivative liabilities are $0.4 million as at 31 December 2021 which
reflects hedging arrangements put in place as part of the New Banking Facilities.
Total employee benefit liabilities decreased by 7.2%, or $20.9 million to $269.8 million. Annual leave and long service leave
made up $173.7 million, or 64.4% of this balance with the remainder covering workers compensation and other employee
benefits.
Total provisions decreased by 16.5%, or $49.7 million to $251.1 million. The decrease is mainly driven by a reduction
in the unfavourable contracts provision and onerous contracts provision. Unfavourable contracts provision reduced by
$20.1
million during the year with $20.2 million of provisions utilised during the year. Onerous contracts provision decreased
by $13.6 million with $9.0 million of additions offset by $22.6 million of provisions utilised during the year.
Total lease liabilities increased by 6.8%, or $9.1 million, to $142.4 million. The increase mainly relates to new lease
arrangements entered into during the year for motor vehicles.
Current tax liability increased by $0.5 million to $12.5 million due to timing of tax payments.
Liabilities associated with assets held for sale decreased from $37.1 million to nil, following the sale of APP during the year
Total equity increased by $356.8 million, mainly driven by $371.9 million increase in share capital following the IPO equity
raising, $19.5 million of
net profit after tax and $12.4 million movement in cashflow hedge reserve offset by $38.5 million of
dividends paid during the year.

OPERATING AND FINANCIAL REVIEW
6. RISK AND OPPORTUNITY MANAGEMENT
Risk and opportunity management is a fundamental component of Ventia’s strategic and operational decision making. Risk
management is embedded into our strategy, decision-making frameworks and the implementation of our operations. Ventia
proactively deploys strategies, ensuring it has plans to manage risk in those deployments and conducts regular reviews of
operations to assess the effectiveness of our risk management processes and undertake change as appropriate.
Ventia defines risk management as the identification, assessment and treatment of risks that have the potential to materially
impact our operations, people, reputation, the environment and the communities in which Ventia operate, as well as the
financial prospects of Ventia. Our risk and opportunity management framework guides how Ventia identifies, assesses,
manages, and reports on risks and opportunities across the business while ensuring that Ventia operate within the risk limits
established by the Board.
The risk and opportunity management framework is overseen by the Board and the Audit, Risk and Compliance Committee
(ARCC) (a sub-committee of the Board). The Board undertakes an annual review of Ventia’s risk appetite and governance
and compliance arrangements. The ARCC meets quarterly and is accountable for ensuring that the risk and opportunity
management framework is implemented appropriately. The Group Chief Executive Officer and the executive leadership
team implement the risk and opportunity management framework within their areas of accountability. These roles and
responsibilities are part of the overall Ventia Corporate Governance Framework.

59
Ventia 2021 Annual Report
KEY RISKS
The diversity of Ventia’s operations, geographic footprint, markets serviced, and the services provided, results in exposure to
a broad range of risks and generates opportunities which may impact Ventia’s business outcomes and financial performance.
The key risks, and Ventia’s approach to managing them, are:
RisksManagement approach
Work winning and retention of work
Ventia may fail to renew existing contracts or win new contracts.
Successful panel tender processes may not guarantee
new
work.
Commencement of new contracts may be delayed.
Some counterparties may have the right to terminate their
contract or renegotiate during the contract term.
Ventia’s existing and target clients may choose to change from
outsourcing to insourcing services.
•
Ventia’s work winning teams identify and secure cross sector/
cross contract opportunities to bring expanded capabilities
to existing clients.
•
Project teams are tasked with utilising existing Ventia
capabilities for service delivery instead of outsourcing.
•
Cross sector selling is included in work winning and project
performance reviews.
Health and safety of our workforce
Given the nature of Ventia’s operations and their locations,
its workforce consisting of more than ~15,000 employees and
~20,000 subcontractor across Australia and New Zealand,
including in remote locations may be exposed to health and
safety risks in the performance of their duties.
•
Group wide Safety and Health Management System
(comprising safety policies and standards, processes and
system) underpins management of health and safety,
minimising injury and illness and optimising return to work.
•
Mandatory Critical Risk Protocols, and their elements of
critical controls, mandatory safety rules and safe work
fundamentals, set the essential requirements and behaviours
for managing high risk activities that may cause significant
injury.
•
External and internal audits validate compliance and drive
continuous improvement.
•
Healthy Minds and Healthy Bodies programs help the
workforce prioritise and enhance their overall physical and
psychological wellbeing.
Cyber security, data protection risks and third party
technology providers
Ventia relies on a complex information and communications
technology platform to manage the delivery of its operations
and services to its clients.
Cyber threats that seek to attack/undermine Ventia and
client data and systems may result in information or data
loss, operational disruption, brand and reputational damage,
financial loss, regulatory intervention, loss of client trust as well
as having the potential to impact the ability to secure future
work opportunities.
•
Ventia’s Information Management Framework provides the
standards for the Group and is the foundation of Ventia’s
approach to information security.
•
The framework includes the requirements for service
continuity and disaster recovery planning to enable the
recovery of Ventia’s critical business services in a timely
manner to minimise the effect of disruptions and to maintain
resilience.
•
Internal and external audits and reviews validate compliance
and drive continuous improvement.
Pandemic and other public health risks (COVID-19)
Ventia’s employed workforce, subcontractors and clients may
be subject to continuing COVID-19 risk and disruption.
Further COVID-19 outbreaks as well as new and modified
government restrictions or requirements may impact Ventia’s
operations, employed workforce and subcontractors with the
potential to disrupt delivery of services to clients.
•
A dedicated COVID-19 Incident Management Team co-
ordinates the response to changing COVID-19 conditions
and government requirements, with a focus on supporting
workforce and customer safety and wellbeing whilst
managing /minimising operational impacts.
•
Operations continuously manage and adjust COVID-19
impact planning and resourcing as well as supply chain
support to those operations.

OPERATING AND FINANCIAL REVIEW
RisksManagement approach
Operational performance and service delivery under client
contracts
A contract performance failure may lead to a failure to deliver
services on time and within budget resulting in financial loss,
reputational damage, loss of client trust as well as having
the potential to impact the ability to secure future work
opportunities.
Claims for abatements, damages or indemnities may arise in
connection with Ventia’s service delivery under client contracts.
Ventia may fail to properly understand client requirements,
drivers of client demands or cost inputs.
Subcontractors or suppliers may fail to meet their delivery
obligations.
•
The tender risk management process evaluates opportunities
before a commitment to contract is made. The process
evaluates contract risk, liability exposure, existing capacity
and capability as well as risk/reward return. Each opportunity
is subject to review at a number of gates as each opportunity
proceeds though the work winning process.
•
Project performance reviews by sector and the Group Chief
Executive Officer and Chief Financial Officer monitor service
delivery and drive early intervention/improvement.
•
Active risk and opportunity management at project level as
part of project performance.
•
Material issues are reported to the Board and ARCC.
Non-compliance or change in regulation
Ventia operates under a complex regulatory landscape of
federal, state and local laws and regulations. Failure to comply
may result in prosecution, fines and penalties, imposition of
conditions or other sanctions.
Changes in government policy or regulatory settings may
increase complexity and cost of service delivery.
A large payroll with varied industrial agreements creates payroll
complexity. Failure to pay employees in line with statutory or
other entitlements may result in regulatory intervention, loss of
trust with employees and reputation damage.
•
Compliance, and assessment of risk of changes to regulatory
requirements, forms part of the work winning process and
operational decision making.
•
Corporate direction and assistance to operations through
the risk and opportunity framework drives compliance and
consistency.
•
A proactive management approach to rationalisation and
simplification of industrial agreements to comply with the
regulatory regime.
Attracting and retaining capability in critical roles
An ability to attract, motivate and retain the best people
for critical roles demanding specific capabilities underpins
performance and growth.
•
Alignment of strategy with talent management.
•
Talent management identification and individual retention
strategy.
•
Dedicated graduate programs and emerging leader programs
provide pathways for career development within Ventia.
•
Continuing and increased focus on ensuring that the diversity
of our workforce matches that of the communities in which
Ventia operate.
•
Dedicated recruitment team to support project mobilisation.
Impact of extreme weather events from a changing climate
Sustained high temperatures may limit the ability of Ventia staff
to work outdoors.
Extreme conditions such as bushfires and floods may make
work sites inaccessible resulting in delayed or lost revenue.
•
Safe systems of work applied to manage injury and wellbeing
impact to staff. This can include review and planning for
weather events prior to work.
•
Rostering considerations (time of day)
•
Contingency and emergency planning at locations
•
Redistribute resources to impacted areas by leveraging
Ventia’s broad geographical resource spread.
Changes in government policy and regulations, and
stakeholder expectations in relation to climate change
Increased capital expenditure and operating costs as supply
chain impacted.
More stringent lending requirements.
Stakeholder and client changing expectations and
consideration of value chain emissions.
•
Climate risk and adaptation a key focus of Sustainability
Strategy
•
Commitment to Science Based Targets initiative and net zero
emissions
•
Monitoring and transparent reporting of sustainability
performance including emissions

61
Ventia 2021 Annual Report
RisksManagement approach
Sustainability and environmental, social and governance
(ESG) practices
Ventia may be perceived to not comply with best practice
sustainability and ESG practices.
An environmental incident or unplanned event may occur that
adversely impacts the environment and communities in which
Ventia work.
•
Group commitment with aligned objectives towards creating
a positive lasting legacy for people and the planet.
•
Dedicated sub-committee of the Board to oversee and guide
the direction and commitment to sustainable targets and
deliverables.
•
Commitment to and delivery of governance best practice.
•
Elevated Reconciliation Action Plan overseen and tested to
deliver tangible results and drive continuous improvement.
•
Dedicated Te Ara o Rehua working party to enhance
Māori participation, build cultural capability across our
New
Zealand business and further support Māori and Pasifika
owned businesses.
Taxation
Ventia’s taxation affairs may be examined from time to time by
the revenue authorities in the jurisdictions in which it operates
(currently Australia and New Zealand). There is a risk that a
revenue authority may dispute a position taken by Ventia which
could lead to revised assessments of tax.
•
Ventia maintains and operates a Tax Governance & Risk
Policy which mandates that the Group will not enter into
any transaction for the purpose of tax avoidance, undertake
aggressive tax planning transactions, nor enter into
transactions that do not have a legitimate business purpose.

DIRECTORS’ REPORT

This is the report of the Directors of Ventia Services Group Limited (formerly known as Ventia Services Group Pty Limited)
(Company or Ventia) in respect of the Company and the entities it controlled at the end of, or during, the financial year ended
31 December 2021 (together referred to as the Group).
Directors
The following persons held office as Directors of the Company during the financial year and up to the date of this report:
•
Mr David Kenneth Hunter Moffatt (Chairman)
•
Mr Stefan Camphausen (resigned 11 February 2021)
•
Mr Marc Alexander Casal (Alternate Director) (resigned 3 May 2021)
•
Mr Michael Cooper
1
(Alternate Director) (appointed 2 March 2021)
•
Mr Robert Brian Cotterill
•
Mr Kevin Edward Crowe
•
Mr Jeffrey Forbes (appointed 25 October 2021)
•
Ms Sibylle Krieger (appointed 25 October 2021)
•
Mr Steve Martinez (resigned 25 October 2021) (appointed as Alternate Director 25 October 2021)
•
Ms Miryam Meza (resigned 25 October 2021)
•
Mr Trevor Mills (Alternate Director) (resigned 25 October 2021)
•
Ms Lynne Saint (appointed 25 October 2021)
•
Mr Ignacio Segura (appointed 2 March 2021)
•
Ms Anne Urlwin (appointed 25 October 2021).
All of the current Directors are non-executive.
Principal activities
Ventia is one of the largest essential infrastructure services providers in Australia and New Zealand. The Group organises its
operations into four sectors as follows:
•
Defence and Social Infrastructure provides maintenance and support services to customers operating across Defence,
Social Infrastructure (Education, Social Housing, Justice and Health), Local Government and Critical Infrastructure. The
Group also provides property and consulting services to public and private clients;
•
Infrastructure Services supports ongoing maintenance of infrastructure including utility infrastructure (including Water and
Electricity & Gas) and Resources & Industrial assets (including mine operation facilities, Oil & Gas processing facilities, gas
wells and industrial facilities). The Group also provides complex and large-scale environmental remediation services, and
leverages technologies aimed at enhancing client productivity;
•
Telecommunications provides end-to-end service capabilities that span design, supply, minor construction, installation,
commissioning and maintenance of telecommunications networks and infrastructure; and
•
Transport provides maintenance, project delivery and technology solutions to owners and operators of road, motorway,
tunnel and rail networks.
There were no significant changes in the nature of activities of the Group during the year.
Further details of the results of operations and likely developments are set out in the Operating and Financial Review.
Significant changes in the state of affairs
On 7 October 2021, the Company converted from a private company to a public company and is now referred to as Ventia
Services Group Limited. On 19 November 2021, an initial public offering (IPO) of the shares in the Company was completed
and the Company was formally listed on both the Australian Securities Exchange (ASX) and New Zealand’s exchange, NZX. On
23 November 2021, the Company entered into a syndicated facility agreement (New Banking Facilities) including the provision
of a $750 million syndicated term loan facility and $400 million revolving cash facility. Funding provided under the New
Banking Facilities together with the proceeds from the IPO of $373.8 million and surplus cash were used to repay the legacy
Term Loan B facility. Refer to Note 4.6 to the Consolidated Financial Statements for further details.
On 31 October 2021, Ventia Holdings I Pty Limited (a controlled entity of Ventia Services Group Limited) acquired the entire
share capital of Kordia Solutions Pty Limited from Kordia Pty Limited. The acquisition price was $11.2 million. Refer to
Note
5.1.1 to the Consolidated Financial Statements for further details.
1. Mr Cooper was initially appointed as an Alternate Director to Ms Meza on 19 November 2020. He was then appointed as an Alternate Director to Mr Segura
on 2 March 2021 and Mr Cotterill on 25 October 2021. As Ms Meza resigned as a Director on 25 October 2021, Mr Cooper’s alternate directorship for Ms Meza
effectively terminated on 25 October 2021. Accordingly, the earliest date of Mr Cooper’s current alternate directorship for the Company is 2 March 2021.
63
Ventia 2021 Annual Report

Directors’ shares
As at the date of this report, the relevant interest of the Directors in the shares of the Company were:
DirectorNumber of Shares
D Moffatt9,962,179
R Cotterill58,823
K Crowe Nil
J Forbes126,470
S Krieger105,882
L Saint88,235
I SeguraNil
A Urlwin106,955
The Directors and meetings of Directors
The table below sets out the Directors of the Company and their attendance at Board and Committee meetings during the
financial year ended 31 December 2021.
Board Meetings
Audit, Risk &
Compliance
Committee
People and
Remuneration
Committee
Safety and
Sustainability
Committee
Work Winning
and Tender
Committee
Director(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)
D Moffatt12126644331211
S Camphausen
1
––––––––––
R Cotterill12126644––1212
K Crowe1212––55221212
J Forbes
2
5422––––21
S Krieger
2
55––111122
S Martinez
3
7744––––––
M Meza
4
76––––22––
L Saint
2
55221111––
I Segura
5
1111––1111––
A Urlwin
2
55221111––
(A) Number of meetings eligible to attend. (B) Number of meetings attended.
1 Resigned 11 February 2021.
2 Appointed 25 October 2021.
3

Mr Martinez r
esigned as a Non-Executive Director on 25 October 2021 and was appointed an Alternate Director to Kevin Crowe on the same date.
His
attendance at meetings was during his tenure as a Non-Executive Director of the Company only.
4 Resigned 25 October 2021.
5

Appoint
ed 2 March 2021.
At times, Directors also attend meetings of Committees of which they are not a member. This is not reflected in the attendance
table above.
Details of Director experience, qualifications and other listed company directorships are set out below.
DIRECTORS’ REPORT

Board of Directors
Current Non-Executive Directors
David Moffatt
Chairman,
Non-Executive Director
Joined the Board in December 2014: Board Chairman, Member of the Nominations Committee, Audit, Risk
& Compliance Committee, Safety & Sustainability Committee and Work Winning and Tender Committee.
Skills and Experience: David has over 30 years’ experience in executive leadership, including as CEO, CFO
and as a Director for companies in the Telecommunications, Financial Services, Infrastructure Services and
Media Industries. He has lived and worked in Australia, the United States, Europe and Asia.
David’s previous roles include Chairman of Asurion Asia Pacific and CEO of Lebara Group. He was Chief
Financial Officer and Group MD Finance for Telstra Corporation Limited and Group MD Telstra Consumer,
serving on the boards of the Telstra-affiliated businesses Foxtel, CSL (Hong Kong) and Reach (Hong Kong). He
was also CEO of GE and GE Capital Australia & New Zealand.
David’s community and charitable activities include being a founding director of Giant Steps, a school for
autistic children, and a former director for The Australian Centre for Philanthropy and Non-Profit Studies
(Queensland University of Technology (QUT)).
Degrees/Qualifications: David holds a Bachelor Business from QUT and was recently awarded an Honorary
Doctorate at QUT.
Lynne Saint
Independent
Non-Executive Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of Audit, Risk & Compliance
Committee, and Member of Nominations Committee, People and Remuneration Committee and Safety and
Sustainability Committee.
Skills and Experience: Lynne has broad financial and commercial experience from a global career including
more than 19 years with Bechtel Group where she served as Chief Audit Executive and Chief Financial Officer
of the Mining and Metals Global Business Unit. Her expertise encompasses strong financial skills, corporate
governance, enterprise risk, supply chain risk and project management.
Prior to Bechtel, Lynne worked in commercial roles at Fluor Daniel and Placer Dome. She also held
consulting and auditing roles with PwC and KPMG. In 2003 she was recognised as the Telstra Queensland
Businesswoman of the Year. She currently serves as a Non- Executive Director of Nufarm Limited and Iluka
Resources Limited.
Degrees/Qualifications: Lynne holds a Bachelor of Commerce and a post-graduate diploma in Education
Studies from the University of Queensland. She is a Fellow of the Australian Society of Certified Practising
Accountants and the Australian Institute of Company Directors.
Sibylle Krieger
Independent
Non-Executive Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of People & Remuneration
Committee, and Member of the Nominations Committee, Safety and Sustainability Committee and Work
Winning and Tender Committee.
Skills and Experience: Sibylle has over 40 years’ experience as a commercial lawyer, economic regulator and
Non-Executive Director of a broad range of companies across sectors including energy, water, professional
services and fintech.
Sibylle’s particular focus as a Non-Executive Director has been on corporate governance, organisational
culture and remuneration governance. Her boards have included both private sector and government-owned
corporations.
Sibylle is currently a Non-Executive Director of AEMO Services, Openpay Group and MyState Limited, and was
previously Non-Executive Chair of Xenith IP Group Limited and a Non-Executive Director on the Boards of
Vector Limited, AEMO and Sydney Ports Corporation.
Degrees/Qualifications: Sibylle holds an LLB (Hons) from the University of Adelaide, an LLM from Columbia
University New York and an MBA from Melbourne Business School. She is a Fellow of the Australian Institute of
Company Directors.
65
Ventia 2021 Annual Report

Current Non-Executive Directors
Anne Urlwin
Independent
Non-Executive Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Safety and
Sustainability Committee, and Member of the Nominations Committee, Audit, Risk and Compliance Committee
and People and Remuneration Committee.
Skills and Experience: Anne is a Wanaka (New Zealand) based professional director with experience in a
range of sectors including construction, infrastructure, telecommunications, energy, regulation, health and
financial services.
Anne is a Non-Executive Director of Precinct Properties New Zealand Limited, Summerset Group Holdings
Limited, Queenstown Airport Corporation Limited and Vector Limited.
Anne is a former director of Tilt Renewables Limited, Chorus Limited and Meridian Energy Limited, and a
former Chair of national commercial construction group Naylor Love Enterprises Limited and the New
Zealand
Blood Service.
Degrees/Qualifications: Anne holds a B Com from the University of Canterbury and is a Chartered Fellow of
the Institute of Directors in New Zealand, a member of the Australian Institute of Company Directors, a Fellow
of Chartered Accountants Australia and New Zealand and associate member of Governance New Zealand (the
NZ Division of the Chartered Governance Institute).
Jeff Forbes
Lead Independent
Non-Executive Director
Joined the Board in October 2021: Lead Independent Non-Executive Director, Chair of Nominations
Committee, and Member of Audit, Risk and Compliance Committee and Work Winning and Tender Committee.
Skills and Experience: Jeff is an experienced Finance Executive and Company Director with over 30
years’
merger and acquisition, equity and capital markets and project development experience.
As an executive, Jeff worked at Cardno Limited, an engineering and environment consultancy company, as
CFO, Executive Director and Company Secretary before leaving in 2013 to commence Non-Executive Director
roles. He has spent time as a Non-Executive Director and member of the remuneration and audit and risk
committees of both listed and unlisted companies in a variety of sectors.
Prior to Cardno, Jeff was the CFO, Company Secretary and Executive Director at Highlands Pacific Limited, a
PNG-based mining and exploration company. He has significant experience in capital raisings and during his
career has worked for numerous major companies including Rio Tinto, BHP and CSR.
Jeff is the Non-Executive Chair of Herron Todd White Group, and Non-Executive Director of Cardno Limited, PWR
Holdings Limited. He recently resigned as Non-Executive Director of Intega Group Limited in December 2021.
Degrees/Qualifications: Jeff holds a Bachelor of Commerce from the University of Newcastle and is a
Graduate of the Australian Institute of Company Directors.
Robert Cotterill
Non-Executive Director
(Nominee of CIMIC)
Joined the Board in May 2016: Non-Executive Director (Nominee of CIMIC), Member of the Nominations
Committee, Audit, Risk and Compliance Committee and Work Winning and Tender Committee.
Skills and Experience: Robert is the Executive General Manager of Strategy, Investments and Acquisitions
at CIMIC.
Robert joined the CIMIC Group in 2007. He is a part of the CIMIC Group ELT and currently represents CIMIC on
the Boards of Thiess and Ventia. He has held various positions within the CIMIC Group since 2007, including in
CIMIC Group’s acquisition of UGL, the creation of Ventia, sale of John Holland, and the 50% sale of Thiess.
Robert has also played leading roles in various private financing and public private partnership infrastructure
transactions throughout Australia and New Zealand.
Prior to joining CIMIC, Rob worked as a strategy consultant for Booz Allen Hamilton (renamed Strategy &) and
as a graduate engineer at KBR.
Degrees/Qualifications: Robert holds a Bachelor of Engineering (Environmental Engineering) with Honours
and a Master of Commerce from the University of NSW.
Kevin Crowe
Non-Executive Director
(Nominee of Apollo)
Joined the Board in December 2014: Non-Executive Director (Nominee of Apollo), Chair of the Work Winning
and Tender Committee, and Member of the People and Remuneration Committee.
Skills and Experience: Kevin is a Partner in the Private Equity group of Apollo Global Management, a global
alternative asset manager. He joined Apollo Global Management in 2006 and is based in London, having also
spent extensive time in Apollo Global Management’s New York and Hong Kong offices.
Kevin is currently a director of Haydock Finance and has previously served on the board of directors of
Norwegian Cruise Line, Nine Entertainment Company, Prestige Cruise Holdings and Quality Distribution.
Prior to joining Apollo Global Management, Kevin was a member of the Financial Sponsors group in the Global
Banking department of Deutsche Bank Securities.
Degrees/Qualifications: Kevin graduated from Princeton University with a Bachelor of Arts in Economics and
a Certificate in Finance.
DIRECTORS’ REPORT

Current Non-Executive Directors
Ignacio Segura
Non-Executive Director
(Nominee of CIMIC)
Joined the Board in March 2021: Non-Executive Director (Nominee of CIMIC), Member of the People and
Remuneration Committee and Safety and Sustainability Committee.
Skills and Experience: Ignacio is Deputy Chief Executive Officer and Chief Operating Officer CIMIC. He joined
the CIMIC Group in 2018. He was formerly the Chief Executive Officer of Dragados (2012-2017), an ACS Group
company.
Ignacio joined ACS Group in 1999 and held roles including General Manager of Galicia in ACS Proyectos, Obras
y Construcciones (1999-2004), Executive General Manager for Building in Spain of Dragados (2004-2006) and
Managing Director of Dragados (2006-2012).
Ignacio is a civil engineer with 30 years of international experience in the construction sector.
Degrees/Qualifications: Ignacio holds a Master of Science in Civil Engineering from the Polytechnic University
of Madrid (1990).
Former Non-Executive Directors
Particulars relating to Directors who resigned during 2021 are provided below:
Former Non-Executive Directors
Miryam Meza
Non-Executive Director (Nominee of CIMIC)
Joined the Board in November 2020 and resigned in October 2021.
Skills and Experience: Miryam is the head of tax for CIMIC Group Limited with over 20 years’ experience in the tax profession
advising on tax aspects of M&A transactions and corporate restructures, international tax planning and tax risk management.
Miryam manages the tax strategy of the CIMIC Group and has advised on CIMIC’s mergers and acquisitions including CIMIC’s
acquisition of UGL Limited and divestment of interests in Thiess, cross-border structuring and funding arrangements and major
projects across the business. Miryam also works closely with Revenue Authorities in Australia and globally. Prior to joining CIMIC
Group, Miryam worked with PwC in Sydney and London, McCullough Robertson Lawyers and was the head of tax for Sedgman
Limited.
Whilst a Non-Executive Director of Ventia, Miryam was the Chair of the Safety & Sustainability Committee.
Degrees/Qualifications: Miryam holds a Master of Laws (Sydney University) and Bachelor of Business and Law (QUT), is a
Chartered Tax Adviser with The Tax Institute and is admitted to the Supreme Court of NSW.
Steve Martinez
Non-Executive Director (Nominee of Apollo)
Joined the Board in December 2014 and resigned in October 2021.
Skills and Experience: Steve is currently the Head of Asia-Pacific, Senior Partner, Private Equity Apollo Management, L.P. He joined
the firm in 2000 and during his tenure has led investments in a variety of sectors including shipping, leisure, media and general
industrial. He is a member of Apollo’s Senior Management Committee.
Steve has led investments for Apollo in a variety of sectors including shipping, leisure, media and general industrial. Prior to joining
Apollo, Steve was a member of the Mergers and Acquisitions Group of Goldman, Sachs & Co. Before that he worked in Asia at
Bain
& Company.
Whilst a Non-Executive Director of Ventia, Steve was the Chair of the Audit, Risk & Compliance Committee.
Currently, Steve is an Alternate Director to Kevin Crowe on the Board for Ventia.
Degrees/Qualifications: Steve received an MBA from the Harvard Business School and a BA and BS from the University of
Pennsylvania and the Wharton School, respectively.
Stefan Camphausen
Non-Executive Director (Nominee of CIMIC)
Joined the Board in May 2017 and resigned in February 2021.
Skills and Experience: Stefan was CIMIC’s Chief Financial Officer during his tenure as a Non-Executive Director of Ventia. Prior to
that, Stefan was the Chief Financial Officer of CPB Contractors and Chief Financial Officer of Thiess. Stefan has held roles at CIMIC
and HOCHTIEF and has experience in Australia and
Europe.
Degrees/Qualifications: Stefan Camphausen holds a Bachelor of Business Administration from the University of Applied
Sciences in Essen, Germany and a Master of Business Administration from NIMBAS-Bradford Graduate School of Management in
the
Netherlands.
67
Ventia 2021 Annual Report

Company Secretaries
Details of company secretary experience and qualifications are set out below.
Company Secretaries
Currently, there are two Company Secretaries of Ventia. Their qualifications and experience are as follows:
Jonathan Dockney
Group General Counsel
Joined Ventia in 2015.
Jonathan has advised international construction and service companies and developed work
winning strategies for multi-billion dollar tenders and Public Private Partnerships. His specialties
include risk identification, management and mitigation. Jonathan is the Company Secretary of
Ventia and its subsidiaries.
In addition to his legal qualifications, Jonathan holds a Bachelor of Science (Hons) in Building and
is a Fellow of the Chartered Institute of Building.
Zoheb Razvi
Group Company
Secretary
Joined Ventia in 2019.
Zoheb has over 15 years’ experience as a commercial, corporate lawyer and governance
professional. Prior to joining Ventia, he held several legal counsel and company secretary roles in
Australia and New Zealand, including Coca-Cola Amatil and Sydney Water. In 2021, Zoheb won the
Lawyers Weekly Company Secretary of the Year at the Australian Law Awards.
He holds a Master of Laws (Monash University), Bachelor of Laws and Bachelor of Commerce
(University of Otago).
Dividends
Details of dividends paid in the current and previous financial year are as follows:
2021
$’m
2020
$’m
Final dividend for the full year 2021 of 1.47 cents per share to be paid on 6 April 2022 (fully franked)12.6–
Interim dividend for the full year 2021 of 6.25 cents per share paid on 31 March 2021 (fully franked)38.5–
Final dividend for the full year 2019 of 0.79 cents per share paid on 9 January 2020 (fully franked)–4.9
Since the end of the year, the directors have resolved to pay a final dividend of 1.47 cents per fully paid ordinary share, fully
franked. In accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets, the aggregate amount of the
proposed final dividend of $12.6 million is not recognised as a liability at 31 December 2021.
Environmental regulation
The Group is committed to a safe and sustainable future for our employees, customers and communities. The Group operates
within an integrated Environmental Management System (System), externally verified to ISO AS/NZS14001 requirements.
The System provides a framework for identifying and managing environmental aspects and impacts and embeds a culture of
continual improvement for environmental performance across the business.
Our System contains a suite of policies and procedures that guide our environmental performance, complemented by
supporting tools and training to ensure our people are supported to deliver positive environmental outcomes.
Our System undergoes an internal auditing and review program each year to ensure we continue to meet International
Standards’ requirements and industry best practice. As at 31 December 2021, no prosecutions for breaches of environmental
legislation had been brought against the Group.
DIRECTORS’ REPORT

Directors’ and officers’ indemnity/insurance
The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any
current or former Director, secretary or other officer of the Company or a wholly owned subsidiary of the Company against:
(i)
Any liability incurr
ed by the person in that capacity;
(ii)
Legal costs incurred in defending, or otherwise in connection with proceedings, whether civil, criminal or of an
administrative or investigatory nature in which the person becomes involved because of that capacity; and
(iii) Legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and
discharge of their duties.
Directors and officers of Ventia Services Group Limited and certain subsidiaries have entered into a Deed of Indemnity, Access
and Insurance that provides for indemnity against liability as a Director or officer, except to the extent of indemnity under an
insurance policy or where prohibited by statute. The Deed also entitles the Director or officer to access company documents
and records, subject to undertakings as to confidentiality, and to receive directors’ and officers’ insurance cover paid for by the
Company.
During or since the end of the financial year, the Company has paid or agreed to pay a premium in respect of a contract of
insurance insuring Directors and officers, and any persons who will insure these in the future, and employees of the Company
and its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount of the premiums and the
nature of the liabilities in respect of such insurance is prohibited by the contract of insurance.
Non-audit services
During the year, Deloitte Touche Tohmatsu Australia, the Company’s auditor, has performed certain other services in addition
to their statutory duties. The Board is satisfied that the provision of those non-audit services during the year by the auditor is
compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 or as set out
in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, as
they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the
Company, acting as an advocate for the Company or jointly sharing risks or rewards.
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in
Note 6.2 to the Consolidated Financial Statements.
Indemnity of auditor
Ventia Services Group Limited’s auditor is not indemnified under Ventia’s constitution, or any agreement.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on
page 90.
Proceedings on behalf of the Company
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the
Corporations Act 2001.
Rounding of amounts
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and
the Consolidated Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of
decimals representing hundreds of thousands of dollars in accordance with that Instrument, unless otherwise indicated.
Corporate Governance Statement
Ventia believes good governance is fundamental to achieving its purpose of ‘making infrastructure work for our communities’.
Ventia’s approach to governance is based on its values and strategy. They are the guide to ensuring a focus on what is right,
and what is important to clients and employees.
The Company’s Corporate Governance Statement and Appendix 4G for the year ended 31 December 2021 is available on the
Company’s website, at https://www.ventia.com/who-we-are/corporate-governance.
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Ventia 2021 Annual Report

Board Skills Matrix
Each year, the Skills Matrix will be reviewed and amended as appropriate, and each Director will then undertake a self-
assessment against that skills matrix to identify his/her current skill level against each skill. These results will then be
consolidated and reviewed by the Board, via the Nominations Committee, with the Board then identifying any skill gaps and/
or opportunities to be targeted in future appointments to the Board and professional development initiatives for Directors.
As shown below, all areas in the skills matrix are currently well represented by the current Board.
Putting safety and
health above all else
HEALTH, SAFETY & ENVIRONMENT
Experience in health, safety and environmental matters (HSE),
policies and strategies.
Providing our clients
and their customers
with excellence in
service delivery
PROJECT DEVELOPMENT, PROJECT MANAGEMENT AND DELIVERY
Experience in all aspects of major infrastructure projects.
SOCIAL PERFORMANCE, COMMUNITY ENGAGEMENT
AND
HUMAN RIGHTS
Demonstrable understanding of social performance and the elements
that contribute to a social license to operate, including experience in
community engagement, investment measurement and governance.
Being known for our
talented and engaged
people
PEOPLE & CULTURE
Experience in people matters, building workforce capability, setting
a remuneration framework which attracts and retains a high calibre
of executives, promoting workplace culture, diversity, succession
and inclusion.
Creating value for
our clients through
low cost, quality
solutions
CUSTOMER EXPERIENCE
Knowledge of, or experience in, organisations and operations
managing large client bases.
SUSTAINABILITY
Experience in understanding/improving sustainability initiatives in
large public companies.
Bringing technology
to deliver new and
innovative ways
of working
DIGITAL
Ability to leverage digital technology to support growth and drive
competitive advantage.
the director has professional qualifications in this area, and/or has particular expertise due to the nature and duration of his/her professional experience.
the director has experience on Boards or business involvement in this area.
the director has some, but not detailed, knowledge in this area.
DIRECTORS’ REPORT

GENERAL SKILLS & EXPERIENCE
INDUSTRY EXPERIENCE
Specific experience, knowledge and expertise gained across infrastructure,
transport, telecommunications and defence industries, including global experience.
FINANCIAL ACUMEN
Experience in financial accounting and reporting, corporate finance and/or
restructuring corporate transactions and corporate accounting. Ability to probe the
adequacies of financial and risk controls.
STRATEGY
Experience in implementing and developing business strategies.
CORPORATE DEVELOPMENT
Experience in business development, equity and debt funding strategies, capital
and debt raising.
LEGAL, COMPLIANCE & REGULATORY
Experience with regulatory and legal compliance and litigation/disputes.
RISK MANAGEMENT
Experience in recognising and managing risks which have the potential to impact
business objectives and reputation.
LEADERSHIP
Senior executive role or substantial Board experience in a publicly-listed company
preferably an ASX200 or equivalent, with proven track record of leadership and
governance skills.
HOLISTIC THINKING
Ability to holistically think and contribute in providing solutions that are aligned to
the needs of our diverse client-base and the multicultural communities in which we
operate.
the director has professional qualifications in this area, and/or has particular expertise due to the nature and duration of his/her professional experience.
the director has experience on Boards or business involvement in this area.
the director has some, but not detailed, knowledge in this area.
71
Ventia 2021 Annual Report

Matters subsequent to balance date
Since the end of the financial year, the Directors have resolved to pay a final dividend of 1.47 cents per fully paid ordinary
share, fully franked (2020: nil cents per share).
In accordance with AASB 110 Events after the Reporting Period, the aggregate amount of the proposed final dividend of
$12.6
million (2020: $nil million) is not recognised as a liability as at 31 December 2021.
Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen
since 31 December 2021 that has significantly affected or may significantly affect:
•
the Group’s operations in future financial years;
•
the results of those operations in future financial years; or
•
the Group’s state of affairs in future financial years.
Other information
The following information, contained in other sections of this Annual Report, forms part of this Directors’ Report:
•
Operating and Financial Review details on pages 44-61;
•
Remuneration Report from pages 73-89; and
•
Auditor’s Independence Declaration on page 90.
This Report is made in accordance with a resolution of the Directors of the Company and is dated 23 February 2022.
David Moffatt
Chairman
DIRECTORS’ REPORT

TABLE OF CONTENTS
Letter from the Chair of People 74
and Remuneration Committee
Key Management Personnel 76
Overview of Executive remuneration 77
at Ventia for CY2021
Link between Company performance 78
and remuneration outcomes
E
xecutive remuneration structure
80
E
xecutive service agreements
85
Non-E
xecutive Director fees
85
R
emuneration governance 86
Additional statutory disclosures 87
73
Ventia 2021 Annual Report
REMUNERATION REPORT

Letter from the Chair of People and Remuneration Committee
Dear Shareholder
2021 marked a significant milestone for Ventia Services Group Limited (Company or Ventia) with the Company listing on
the Australian Securities Exchange (ASX) and New Zealand's exchange, NZX on 19 November 2021. On behalf of the Board,
I present to you the Company’s inaugural Remuneration Report (Report).
Whether previously as a privately-owned organisation or now as a publicly listed company, the purpose of Ventia’s Executive
remuneration framework has always been and is to facilitate long-term sustainable growth for Ventia’s shareholders.
This
includes ensuring levels of remuneration are market-competitive and sufficient for the attraction, motivation and
retention of suitably qualified individuals focused on Ventia’s strategic priorities.
The performance conditions and measurement timeframes are consistent with the objective of long-term sustainable growth,
and our performance targets are designed to be challenging. The payment vehicles and ownership requirements are designed
to align executive and shareholder interests, and the deferral and vesting periods for appropriate risk management aligned
with the longer-term nature of the Company’s investment profile.
The Report describes the Group’s Director and Executive remuneration frameworks and how they contribute to the execution
of our business strategy and support our values. The Report also describes legacy remuneration arrangements in place prior
to the Initial Public Offering (IPO).
2021 performance
As highlighted in our IPO Prospectus, Ventia’s performance for any given year can primarily be assessed based on our safety
and financial achievements. For 2021, Ventia’s safety performance measured against forward-looking and backward-looking
metrics was very strong and clearly reinforces our number-one brand promise of ‘safety and health above all else’.
Our financial performance assessed against our key financial metrics was also strong particularly with respect to cash flow,
work in hand and future revenue secured. While adjusted earnings before interest, tax, depreciation and amortisation
(EBITDA) was between threshold and target performance for the year, in the context of COVID-19, this represents a solid result.
Since the acquisition of Broadspectrum in July 2020, we have continued to focus on integration of the business and target
performance was achieved against metrics designed to:
•
Drive synergies and scalability of operating on a single IT platform across the Group; and
•
Generate additional revenue and margin through the increased utilisation of internal capability.
2022 Executive remuneration framework
The Board took the opportunity, through Ventia’s listing, to review its Executive remuneration framework with key changes
being effective from 1 January 2022. The following principles were applied throughout the framework design:
•
Executive remuneration arrangements should be fit-for-purpose for Ventia in that they must support Ventia’s overall
business strategy;
•
Remuneration should be competitive to market to ensure that Ventia is able to attract, motivate and retain talented
executive leaders;
•
Remuneration, particularly Ventia’s incentive arrangements, should be aligned to the interests of Ventia’s shareholders;
•
Executive remuneration should drive appropriate behaviours and support the desired culture; and
•
Remuneration should be simple and transparent.
The key changes to the framework are detailed in Sections 4.3 – 4.4 of the Report and are summarised as follows:
•
Short-term incentive: introduction of short-term incentive (STI) deferral – Whilst the construct of the STI program remains
mostly unchanged, aligned with ASX market practice, STI deferral has been introduced effective for STI payments related to
CY2022 and beyond;
•
Long-term incentive: Ventia has introduced a long-term incentive (LTI) arrangement that has been designed to allow
executives to share in value creation for shareholders. The LTI design aims to align with shareholders whilst providing
executives with a simple, transparent and meaningful incentive; and
•
Minimum shareholding requirements: consistent with ASX practice, Ventia has introduced minimum shareholding
requirements for its Non-Executive Directors, Chief Executive Officer, Chief Financial Officer and other members of the
executive leadership team such that each individual is required to build and maintain a minimum level of shareholding in
Ventia to align their interests with those of shareholders.

REMUNERATION REPORT

Executive Incentive Plan
The Prospectus described the 2021 executive remuneration structure reflecting a mix of awards under the Executive Incentive
Plan (EIP). The EIP arrangements put in place under private ownership before listing have significant value for the executives
and, as such, will be effective in ensuring a continuity of management post-IPO. Further details are provided in Section 4.2 of
the Report.
We welcome your feedback.
Sibylle Krieger
Chair, People and Remuneration Committee
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Ventia 2021 Annual Report

The Board of Directors of Ventia Services Group Limited (Company or Ventia) present the Remuneration Report (Report)
prepared in accordance with section 300A of the Corporations Act 2001 for the Company and its controlled entities for the
year ended 31 December 2021 (CY2021). Ventia listed on 19 November 2021 and therefore, this Report provides details of the
Company’s pre and post listing remuneration arrangements.
1. KEY MANAGEMENT PERSONNEL
This Report outlines the remuneration strategy, framework and other conditions of employment for the Key Management
Personnel (KMP) of Ventia for CY2021. For the purpose of this Report, KMP are those persons having authority and
responsibility for planning, directing and controlling the major activities of Ventia, directly or indirectly.
Details regarding the KMP covered by this Report are outlined below:
NamePositionTerm as KMP
Non-Executive Directors
David MoffattChairman, Non-Executive DirectorFull Year
Jeff ForbesLead Independent Non-Executive Director, Chair of the Nomination Committee
Commenced
25 October 2021
Lynne SaintIndependent Non-Executive Director, Chair of the Audit and Risk Committee
Commenced
25 October 2021
Sibylle KriegerIndependent Non-Executive Director, Chair of the People and Remuneration Committee
Commenced
25 October 2021
Anne UrlwinIndependent Non-Executive Director, Chair of the Safety and Sustainability Committee
Commenced
25
October 2021
Kevin CroweNon-Executive Director, Chair of the Work Winning and Tender CommitteeFull Year
Robert CotterillNon-Executive DirectorFull Year
Ignacio SeguraNon-Executive Director
Commenced
2 March 2021
Executives
Dean BanksGroup Chief Executive Officer (CEO)
Commenced
1
January 2021
Stuart HooperChief Financial Officer (CFO)Full Year
REMUNERATION REPORT

2. OVERVIEW OF EXECUTIVE REMUNERATION AT VENTIA FOR CY2021
2.1 Overview of the remuneration objectives
The remuneration framework is underpinned by objectives that guide decisions and design. Key objectives are outlined below:
Create sustained
long-term
shareholder value
Reward for Group,
functional, sector
and individual
performance
Attract, motivate
and retain skilled
employees and be
market competitive
Drive the right
behaviours and
alignment to Ventia’s
values, environment,
social and governance
(ESG) principles and
risk appetite
Ensure policies
and practices are
compliant with all
relevant legislation
2.2 Executive remuneration framework snapshot
The remuneration framework for CY2021 comprised three elements that each had a different way of driving Executive
performance. CY2021 was a transformative year for Ventia, and the remuneration framework supported the transition and
aligned Executives with the desired outcomes.
The three main elements are outlined below:
Fixed remuneration (FR)Short-term incentive (STI)Executive Incentive Plan (EIP)
Purpose
Attract and retain top talent
and to reward for day-to-day
activities
Reward for performance against
challenging annual objectives
Align the interests of Executives
to the long-term strategy of the
Company
Delivery
mechanism
CashCashEquity – in the form of EIP shares
Performance
measures
None
A mix of financial, strategic and safety
measures
Share price and service
% of Fixed
remuneration
N/A
CEOCFO
Target75%50%
Maximum112.5%75%
Tailored to each KMP as
appropriate, refer Section 4.2.
Timeframe before
reward is realised
Immediate1 yearVesting over 3 to 5 years.
1
Following Ventia’s listing on the ASX, for 2022 onwards, the Executive remuneration framework has been redesigned to align
with Ventia’s strategy and values, and provide strong alignment with shareholders’ interests over both the short and long term.
These changes are outlined in Section 4.
Shareholders will note that consistent across both the pre-IPO and post-IPO Executive remuneration frameworks, Ventia’s
Board retains overall discretion on variable remuneration matters.
1. Refer note 4.4 to the Consolidated Financial Statements for further information. Vested EIP shares remain in escrow until the escrow period has expired
(anticipated to be around February 2023). Unvested EIP shares are subject to vesting conditions.
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Ventia 2021 Annual Report

3. LINK BETWEEN COMPANY PERFORMANCE AND REMUNERATION OUTCOMES
The Board considers the link between remuneration and Company performance to be of critical importance, as evidenced
by our CY2021 and CY2022 remuneration arrangements. The Board is committed to providing shareholders with information
regarding the link between Company performance and Executive remuneration outcomes.
As Ventia only listed on the ASX in November 2021, KMP incentive payments are primarily made in the context of Ventia’s
performance prior to listing.
3.1 2021 performance highlights
PRO FORMA TOTAL REVENUE
$4,557.4m
1% ON CY2020
1% ON PROSPECTUS
PRO FORMA EBITDA
$379.9m
7% ON CY2020
4% ON PROSPECTUS
PRO FORMA EBITDA MARGIN
8.3%
0.6PPTS ON ON CY2020
0.2 PPTS ON
PROSPECTUS
PRO FORMA CASH
CONVERSION RATIO
84.9%
2.1 PPTS ON CY2020
0.2 PPTS ON
PROSPECTUS
NPATA
$146.8m
23% ON CY2020
5% ON PROSPECTUS
WORK IN HAND
$16.8b
28% ON CY2020
8% ON PROSPECTUS
(JULY 21)
3.2 Overview of business performance
The table below outlines the Company’s financial performance for CY2017 to CY2021:
CY2021CY2020CY2019CY2018CY2017
Issue price of IPO shares$1.70N/AN/AN/AN/A
Closing share price on 31 December$2.00N/AN/AN/AN/A
Dividends declared (cents)6.28–13.439.4611.78
Statutory ($’m)
Total revenue
1
4,557.43,223.92,256.22,233.22,155.5
EBITDA
1
312.2265.8235.8203.6211.9
NPAT
2
19.528.062.170.170.5
Proforma ($’m)
Total revenue4,557.44,591.94,803.84,754.5N/A
EBITDA379.9354.5351.5354.1N/A
NPATA
3
146.8119.5101.5100.0N/A
NPAT
2
131.3106.082.078.6N/A
1. From continuing operations
2.
Ne
t profit after taxation (NPAT)
3.
Ne
t profit after taxation excluding amortisation on acquired intangibles (NPATA)
N/A: Not applicable
Proforma information for CY2018 to CY2020 is as disclosed in the IPO Prospectus. No amounts were presented for CY2017.
REMUNERATION REPORT

3.3 CY2021 remuneration outcomes
In a year of very considerable change, Ventia’s management contributed significantly to the performance of the Company for
CY2021 and their remuneration outcomes reflect this contribution.
3.3.1. Short-term incentive outcomes – link to performance
This section outlines the link between performance and STI and EIP outcomes for CY2021.
The table below provides a summary of Ventia's performance against the measures set out in the scorecard for CY2021 STI.
Further detail on the nature of the scorecard measures and weighting is set out in Section 4.1.
CY2021 STI scorecard outcomes
Measure WeightingPerformance against measure
Weighted
outcomeComments
Financial
measures
70%
ThresholdTarget
77.1%
MaximumThresholdTarget
77.1%
Maximum
77.1%
ThresholdTargetMaximum
77.1%
Performance assessed against key financial measures
was strong. With respect to cash flow, work in hand
and future revenue secured, targets were significantly
exceeded whereas adjusted EBITDA was between
threshold and target performance. Overall outcome
assessed between target and maximum.
Strategic
measures
15%
15%
ThresholdTargetMaximum
15%
Target performance achieved against measures
designed to drive synergies and scalability of
operating on a single IT platform across the whole
Company; and generate additional revenue and
margin through the increased utilisation of internal
capability.
Safety
measures
15%
20%
ThresholdTargetMaximum
20%
Ventia’s safety performance measured against
forward-looking indicators (leader-led conversations)
and backward-looking indicators (Total Recordable
Injury Frequency Rate (TRIFR) and Serious Incident
Frequency Rate (SIFR)) was very strong for the year.
Outcome112.1% of target achieved through the scorecard
Based on the above, the table below presents the STI awarded to Executive KMP with respect to performance in CY2021.
Target $Maximum $Awarded $
% of target
awarded
% of
maximum
awarded
% of
maximum
forfeited
Dean Banks (CEO)900,0001,350,0001,008,900112.1%74.7%25.3%
Stuart Hooper (CFO)350,000525,000392,350112.1%74.7%25.3%
3.3.2. Executive Incentive Plan outcomes
During CY2021, the hurdles relating to 243,676 (Tranche 1) and 180,943 (Tranche 2) of Mr Hooper’s total EIP shares were met.
There was no other vesting of the EIP for KMP. The EIP shares were converted to ordinary shares on completion of the IPO.
These shares remain in escrow with certain of the shares subject to vesting conditions as described in Section 4.2, such vesting
conditions tied to time or performance of the listed share price and shareholder value creation over the longer term.

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Ventia 2021 Annual Report

4. EXECUTIVE REMUNERATION STRUCTURE
The CY2021 remuneration framework was composed of FR, STI and the EIP. These plans were designed to not only reward
Executives for short-term performance, but to align the interests of shareholders and Executives by providing an equity interest
in the Company on IPO.
4.1 Short-term Incentive Plan
The following table summarises additional information of the STI plan that applied to Executive KMP in CY2021:
FeatureDescription
EligibilityLimited to select permanent employees, as determined by the Board, based on annual invitation.
OpportunityCEO: 75% of FR at target
CFO: 50% of FR at target
The maximum STI opportunity is 150% of target.
Performance
measures
Performance will be assessed against performance measures
as follows:
Performance measuresWeighting
Financial measures
(70%)
Adjusted EBITDA30%
Adjusted free cash flow20%
Work in hand10%
Revenue secured10%
Strategic measures
(15%)
IT deployment7.5%
Internal revenue and cross selling7.5%
Safety measures
(15%)
Leader led conversations5%
TRIFR5%
SIFR5%
Refer to ‘Short-term incentive outcomes – link to performance’ in Section 3.3.1 for further information
regarding the performance outcomes.
Performance
assessment
A significant proportion of outcomes are subject to the achievement of financial targets. The thresholds are
challenging and meaningful, and objectives are set by the Board annually for each measure.
PaymentSTI in CY2021 is fully paid in cash.

REMUNERATION REPORT

4.2 Executive Incentive Plan
Ventia has an employee equity incentive plan in place, the Executive Incentive Plan (EIP).
The following table summarises additional information of the EIP plans that applied to Executive KMP in CY2021:
FeatureDescription
EligibilityLimited to select permanent employees, as determined by the Board, based on invitation
OpportunityCEO
•
Tranche 1: 3,000,000 EIP shares
•
Tranche 2: 3,000,000 EIP shares
•
Tranche 3: 3,000,000 EIP shares
CFO
•
250,000: Co-invest EIP shares purchased in
previous years
•
Tranche 1: 974,705 EIP shares
•
Tranche 2: 542,829 EIP shares
•
Tranche 3: 542,829 EIP shares
VehicleEIP shares
Performance
measure
•
Time based vesting for a portion of the EIP shares
•
30 day Volume Weighted Average Price (VWAP) of the listed share price for a portion of the EIP shares
Vesting conditions
•
Tranche 1: Time based vesting
•
Tranche 2: Time based vesting
Tranche 3 vests after the escrow period
has expired (anticipated to be around
February 2023) and the following conditions
are met:
•
50% of EIP shares vest upon completion of
any 30 day period after the escrow period has
expired where the VWAP exceeds $1.94
•
50% of EIP shares vest upon completion of
any 30 day period after the escrow period has
expired where the VWAP exceeds $2.94
Tranche 1: Time based vesting
Tranche 2: Time based vesting
Tranche 3: vest after the escrow period has
expired (anticipated to be around February 2023)
and the following conditions are met:
•
50% of EIP shares vest upon completion of
any 30 day period after the Escrow period has
expired where the VWAP exceeds $1.94
•
50% of EIP shares vest upon completion of
any 30 day period after the Escrow period has
expired where the VWAP exceeds $2.94
Progressive vesting
period
•
Tranche 1: 1 January 2024
•
Tranche 2: 1 January 2026
•
Tranche 3: following the escrow period, the EIP
shares will vest when the 30 day VWAP is above
the targets set out above
•
Tranche 1:75% had vested at 31 December 2021,
25% will vest on expiry of the escrow period.
•
Tranche 2: 33.3% 31 March 2021; 33.3% 31 March
2022; 33.3% 31 March 2023.
•
Tranche 3: following the escrow period, the EIP
shares will vest when the 30 day VWAP is above
the targets set
out above
The EIP shares were converted to ordinary shares on completion of the IPO. These shares remain in escrow subject to vesting
conditions as described above.
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Ventia 2021 Annual Report

4.3 Executive remuneration framework for CY2022
Outlined below is an overview of the remuneration arrangements for Ventia following the IPO. The remuneration
arrangements have been designed to ensure they are fit-for-purpose and support the Company’s overall business strategy
whilst also aligning the interests of shareholders and Executives. Further detail of these programs, including performance
measures will be included in next year’s Remuneration Report.
4.3.1. Positioning of Executive remuneration
In order to ensure the market competitiveness of remuneration arrangements upon transition to a listed environment,
Executive remuneration has been determined by reference a group of comparator companies of similar size and complexity
and in similar industries. Specifically, the primary comparator group comprises companies with a 12 month market
capitalisation within the projected market capitalisation parameters for the Company, and which are within the infrastructure,
utilities, materials and energy sectors.
The following graphs show the CY2022 pay mix at maximum performance for the CEO and CFO. The actual pay awarded will be
subject to the performance against set targets.
CEO CFO
FR
31%
LT I
31%
STI
39%

FR
37%
LT I
30%
STI
33%
4.3.2. Fixed remuneration
Based on the remuneration benchmarking undertaken, Ventia’s Executive KMP will receive an increase in FR for CY2022 to
$1,350,000 for the CEO and $800,000 for the CFO. We note that the increase in FR is in line with the Company’s remuneration
positioning policy and reflects the additional responsibilities of these roles in a listed environment.
4.3.3. Short-term incentive plan
Outlined below is an overview of the operation of the STI plan from CY2022 onwards. The STI plan has been designed to
ensure there is a clear focus on the short-term financial and non-financial performance of the Company.
STI illustration
Year 0Year 1Year 2Year 3
Performance period:
One year
Deferral period: One year (50%)
% of STI awarded in cash
% deferred into
restricted rights
Vesting of
restricted rights (50%)
Vesting of
restricted rights (50%)
Deferral period: Two years (50%)

REMUNERATION REPORT

TermDescription
OpportunityCEO: 85% of FR at target
CFO: 60% of FR at target
The maximum STI opportunity is 150% of target.
Performance
measures
Subject to meeting an overall NPATA gateway, performance will be assessed against performance
measures
as follows:
Performance measuresWeighting
Financial measures
(80%)
Percent of next year revenue secured20%
Free cash flow25%
NPATA35%
Non-financial measures (20%)
Safety10%
Strategic initiatives5%
Sustainability5%
The Board may modify performance outcomes should there be a fatality and/or a material ESG event during
the year including modifying overall STI outcomes to zero in appropriate circumstances.
Performance
assessment
The STI payment will be determined by performance against the individual objectives (i.e. the outcome of
each objective is calculated independently subject to thresholds).
DeferralSTI deferral will be transitioned such that 25% of the STI outcome in relation to CY2022 will be deferred.
For
STI outcomes in relation to CY2023 onwards, 50% of the STI outcome will be deferred. STI deferrals
will be into restricted rights, subject to a vesting period of one year (50% of deferred award) and two
years (50% of deferred award), provided the overall STI award is at least $100,000. Dividends or dividend
equivalents will be payable on vested restricted rights.
4.4 Long-term incentive plan
In consultation with many shareholders Ventia has developed a fit-for-purpose LTI that is strongly aligned with the delivery of
the Company’s strategy. The plan is considered to promote long-term shareholder value creation as:
1. Delivery via Share Appreciation Rights (SARs) promotes strong focus on shareholder alignment by only rewarding
executives for share price growth and dividends (to the extent the SARs vest and there has been share price growth);
2. Performance in the year prior to the LTI being granted (which will over time build to a three year rolling average) will
moderate the actual LTI value to be awarded to Executives, thereby ensuring that the awards granted are not excessive and
are set in the context of the company’s overall performance;
3.

A fix
ed allocation value of 35% of Ventia’s share price will apply to determine the number of SARs actually granted each
year, minimising fluctuations that might otherwise occur if a more variable annual Black-Scholes allocation value were to
apply;
4.
A threshold level of return on equity (ROE) performance must be met before any vesting can occur to ensure long-term
sustainability objectives are met; and
5.

Pr
ogressive time vesting over two-four years provides Executives with ‘skin in the game’, with the additional sale restriction
promoting long-term value creation.
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Ventia 2021 Annual Report

Outlined below is an overview of the operation of the LTI plan from CY2022 onwards:
LTI illustration
Year 0Year 2Year 3Year 1Year 4Year 5Year 6
(1/3rd of LTI grant) 2 year vesting period.
Threshold performance assessed against ROE
Sale restriction:
one year
(1/3rd of LTI grant) 3 year vesting period.
Threshold performance assessed against ROE
Sale restriction:
one year
(1/3rd of LTI grant) 4 year vesting period.
Threshold performance assessed against ROE
Sale restriction:
one year
Grant of Share Appreciation Rights (SARs):
Based on (performance outcome x LTI opportunity)
/ allocation value (35% of face value)
Vesting of SARs
subject to sales
restriction
Vesting of SARs
subject to sale
restriction
Vesting of SARs
subject to sale
restriction
Performance
period:
Rolling 3 year
period
Assessed against
annual scorecard
(work in hand,
cash flow, EPS)
TermDescription
OpportunityCEO: 100% of FR
CFO: 80% of FR
VehicleSARs, which provide a right to be allocated a number of fully paid ordinary shares in Ventia at a future
date, based on the difference in share price across the applicable vesting period and the value of any
dividends paid over the vesting period.
Allocation
methodology
The number of instruments granted will be determined based on a set market valuation, being 35%
of Ventia’s face value at grant.
Performance
period
Performance affecting grant: Three year rolling average (transitioned in relation to CY2022 and
CY2023 grants as a three year rolling average will not be available).
Performance
measures
Performance affecting grant
•
Work in hand
•
Cash flow conversion rate
•
Earnings per share (EPS) growth rate
Performance affecting vesting
•
Longer-term performance will be assessed against ROE threshold performance measure
(i.e. subject to a minimum level of acceptable performance)
Vesting scheduleTranche vesting over years two, three and four (equally weighted), subject to threshold ROE
performance
Strike priceBased on a VWAP of the share price at the time of grant (i.e. after the one year performance period
affecting grant)
Reference share
price at vesting/
exercise
Based on a VWAP at the end of the relevant vesting period (i.e. two, three or four years following grant)
plus dividends paid over each of the relevant vesting periods. Dividends are only considered as part of the
reference share price at vesting if there has been share price growth over the relevant vesting period
SettlementSARs are automatically exercised at the end of performance/vesting period in restricted shares
Sale restrictionOne year following the end of the relevant vesting period
REMUNERATION REPORT

5. EXECUTIVE SERVICE AGREEMENTS
The following table outlines the summary terms of employment for the CEO and CFO:
PositionTerm of agreement
Notice period
by Executive
Notice period
by company
Maximum Termination
Benefits
CEOOpen9 months9 months9 months
CFOOpen6 months6 months3 months
6. NON-EXECUTIVE DIRECTOR FEES
Non-Executive Directors (NEDs) receive a base fee for their contribution to the Board and an additional fee for participation
in Board Committees (excluding the Board Chair who does not receive any Committee fees). NEDs do not participate in any
incentive plans or receive any retirement benefits other than statutory superannuation contributions.
NED fees are reviewed annually by the Committee having regard to companies operating in similar industries to Ventia.
The following table sets out NED fees for CY2021 (exclusive of superannuation). There is no increase to NED fees for CY2022.
Committee
Chair
$
Member
$
Board350,000180,000
Audit, Risk and Compliance Committee35,00015,000
Nomination CommitteeNo feeNo fee
People and Remuneration Committee25,00015,000
Safety and Sustainability Committee25,00015,000
Work Winning and Tender Committee25,00015,000
Nominee directors of the two major shareholders do not receive Board membership or Committee fees.
Total fees paid to NEDs in CY2021 remained within the aggregate annual fee pool of $2,000,000.
Following the IPO, NEDs may elect to sacrifice part or all of their base fee to acquire share rights to assist with meeting their
minimum shareholding requirements (see Section 7.2). Any such share rights will be issued consistent with the terms which
apply under the Executive remuneration framework and each share right will automatically convert into a share at the end of a
specified period as determined by the Board at the time of issue. The number of share rights to be issued will be calculated by
dividing the amount of base fee that the NED wishes to sacrifice by the VWAP of ordinary shares for the one month prior to the
grant date of share rights.
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Ventia 2021 Annual Report

7. REMUNERATION GOVERNANCE
7.1 Roles and responsibilities
The Board oversees the management of Ventia’s business, and interacts with different bodies to ensure the appropriate
governance of the Company. Accordingly, the Board has created a framework for managing the Company, including adopting
relevant internal controls, risk management processes and corporate governance policies and practices which it believes are
appropriate for the Company’s business and which are designed to promote the responsible management and conduct of the
Company. Below is an overview of the governance framework:
Board
The Board is responsible for the
overall operation and stewardship
of the Company and provides
input to and approval of the
Company’s strategic direction
and budgets as developed by
management.
The responsibilities of the Board
in regards to remuneration
governance include appointing,
and evaluating from time to time
the performance of, determining
the remuneration of, and
planning succession of, the CEO
and senior Executive team.
Management
The role of management is to support the Board with making
remuneration related decisions.
Management provides the Board with the relevant information
and analysis required to support decision making, this includes for
remuneration related considerations.
External consultants
The People and Remuneration Committee, as well as Management,
may seek external support for remuneration related activities.
Remuneration consultants support the Board in making remuneration
decisions that are in the best interests of Ventia and its shareholders.
People and Remuneration Committee
The objective of the committee is to assist the Board in the effective discharge of its responsibilities as they relate to
people and remuneration matters (other than matters within the remit of the Safety and Sustainability Committee).
The committee’s responsibilities include reviewing the progress of the Company’s people and culture strategy,
reviewing policies in respect of diversity including an annual review of the effectiveness of Ventia’s Diversity and
Inclusion Policy, talent and succession planning, remuneration matters and performance reviews, among others.
7.2 Minimum shareholding requirements
Minimum shareholding requirements (MSRs) are put in place to help ensure there is alignment between the interests of the
Company’s Directors, other KMP and shareholders. MSRs for CY2021 for NEDs and CY2022 for Executives are outlined below:
PositionMinimum shareholdingTiming to meet requirements
NED100% of base fees3 years
CEO200% of FRImmediately*
CFO100% of FRImmediately*
* Given significant shareholdings obtained through the conversion of EIP shares to Ventia Services Group Limited ordinary shares at the time of the IPO,
MSRs for Mr Banks and Mr Hooper are effective immediately. These ordinary shares remain in escrow subject to vesting conditions as described in Section
4.2. For future appointments, the timing to meet MSRs for both the CEO and CFO is five years.
REMUNERATION REPORT

Use of remuneration consultants
During CY2021, Ventia engaged with external consultants but did not receive any remuneration recommendations as defined
in section 9B of the Corporations Act 2001.
Other provisions
TermDescription
Hedging provisions
Executives and NEDs are prohibited from trading financial products while in possession of material non-
public information, and from hedging their exposure to vested or unvested Ventia equity.
Clawback
The Board may make a determination in its absolute discretion on how a participant’s incentive award
(Award) will be treated, such as deeming the Award has lapsed or forfeited, where (without limitation), in the
opinion of the Board, a participant:
•
Has acted fraudulently, dishonestly or engaged in serious misconduct;
•
Breached his or her duties, responsibilities or obligations to any Group company; or
•
There occurs any other circumstance, which the Board has determined in good faith provides grounds
for the Board to exercise its discretion for the treatment of a participant’s Awards.
Change of control
Where there is a change of control event, Ventia may determine, subject to the ASX Listing Rules, with
respect to each Award, that:
•
Awards, to the extent not fully vested, will become vested and exercisable in full or in part;
•
Options may be exercised within a specific period only, otherwise they will lapse;
•
The Company, on behalf of the participant, will direct any trustee to transfer trust shares into the
participant’s name

8. ADDITIONAL STATUTORY DISCLOSURES
8.1 Statutory remuneration outcomes for KMP
8.1.1. Executive KMP remuneration
The table below provides the statutory remuneration disclosures for Executive KMP in CY2021. Amounts are prepared in
accordance with Australian Accounting Standards and may differ from amounts presented in the Prospectus issued pre-IPO.
Short-term
benefits
Post-employment
benefits
Long-term
benefits
Executive
KMP
CY2021
Salary
and fees
$
Awarded
cash STI
$
Other
cash
bonus
$
Non-
monetary
benefits
$
Annual
leave
$
Other
$
Super-
annuation
$
Equity
awards
$
Long
service
leave
$
Other
$
Tota l
$
%
at
risk
Dean
Banks
1,2
1,136,1611,008,900540,000107,19379,462–63,8391,208,011––4,143,56653.5
Stuart
Hooper
676,432392,350–1,96440,158–23,568140,74332,633–1,307,84840.7
Tota l1,812,593 1,401,250 540,000109,157 119,620–87,407 1,348,75432,633– 5,451,41450.4
1. Other cash bonus refers to a “keep whole” sign-on bonus on joining the Company.
2. Non-monetary benefits include temporary housing, home leave and tax advice in relation to Mr Banks’ relocation to Australia.

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Ventia 2021 Annual Report