Notice of Meeting 2023

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


19 April 2023

2023 Annual General Meeting
Ventia Services Group Limited (Ventia) will hold its Annual General Meeting (2023 AGM) at 10.00am
on Tuesday 23 May 2023 (Sydney time).

Enclosed are the following documents relating to the 2023 AGM:
• Notice of Meeting
• Voting Form
• 2023 AGM Access Notice

Copies of the above documents and associated materials will be made available on:
• Computershare's Investor Vote page for Ventia’s 2023 AGM at: www.investorvote.com.au
• Ventia’s website at: www.ventia.com/AGM


This announcement was authorised by the Company Secretary.

-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


Ventia Notice of Annual General Meeting 2023 1

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


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.
2 Ventia Notice of Annual General Meeting 2023

Notice of Annual General Meeting

Dear Shareholder,
On behalf of the Board of Ventia Services Group Limited (Ventia or Company), I am pleased to invite you to participate
in our 2023 Annual General Meeting (AGM).
Ventia’s AGM will take place on Tuesday, 23 May 2023 at 10:00am (Sydney time) as a virtual only meeting. Registration
will open from 9.30am (Sydney time).
Ventia, now in its second year of listing on the ASX and NZX, continues to deliver on our corporate purpose – that is,
making infrastructure work for our communities.
The AGM is an essential part of Ventia’s corporate governance calendar. It is an important and valued way shareholders
can be informed of and involved in Ventia’s progress on delivering on our strategy of Redefining Service Excellence,
whilst putting health and safety at the centre of everything that we do.
The following matters will be considered at the AGM:
•
receipt, consideration and discussion of the Company’s Annual Financial Report, together with the Directors’ Report
and Auditor’s Report for the financial year ended 31 December 2022;
•
adoption of the Company’s 2022 Remuneration Report;
•
the election of Sibylle Krieger as a Non-Executive Director;
•
the election of Jeffrey Forbes as a Non-Executive Director; and
•
the granting of share appreciation rights and dividend equivalent rights to the Managing Director and Group Chief
Executive Officer, Dean Banks, under Ventia’s Long Term Incentive Plan.
We encourage shareholders to participate in the AGM online at https://meetnow.global/MHHUMLC.
Whilst shareholders will be able to vote online during the AGM, you are encouraged to lodge a direct vote or appoint a
proxy ahead of the AGM, even if you are participating online. If you are unable to participate in the AGM, please lodge
your direct vote or appoint a proxy ahead of the AGM. Further details on how you can participate in the AGM are set out
in the following pages.
We encourage shareholders to actively participate through the online platform and ask questions online or by phone.
It is important that you have the opportunity to communicate your views to us. This will include asking questions to
our auditor, Deloitte.
We will attempt to address the more frequently asked questions in the Chairman’s and/or Group CEO’s presentations
at the AGM.
Shareholders who are unable to attend the AGM or who may prefer to register questions in advance are encouraged
to do so by clicking here https://www.ventia.com/investor-centre.
Enclosed with this letter are both the Notice of Meeting and Explanatory Statement, which contain more detailed
information in respect of the items of business of the AGM and voting procedures.
I would like to thank all shareholders for your continuing support of Ventia and I look forward to engaging with you
at our AGM.
David Moffatt
Chairman
4 Ventia Notice of Annual General Meeting 2023

Ordinary Business
1. 2022 Annual Report
To receive and consider the financial report, the directors’
report and the auditor’s report for the financial year ended
31 December 2022.
Notes:
•
This item of ordinary business is for discussion only and is
not a resolution.
•
Pursuant to the Corporations Act, Shareholders will be
given a reasonable opportunity at the AGM to ask questions
about or make comments in relation to each of the
aforementioned reports during consideration of these items.
2. Adoption of 2022 Remuneration Report
To consider and, if thought fit, pass the following resolution as
a non-binding ordinary resolution:
“To adopt the 2022 Remuneration Report for the financial
year ended 31 December 2022.”
Notes:
•
The vote on this Resolution is advisory only and does not
bind the Directors or the Company. However, the Board will
take the outcome of the vote into consideration in future
reviews of the remuneration policy for KMP.
•
This Resolution is subject to voting exclusions as outlined in
the notes accompanying this Notice of Meeting.
•
The Chairman intends to vote all available proxies in favour
of this Resolution.
3. Election of Directors
To consider and, if thought fit, pass the following resolutions as
ordinary resolutions:
3a: “That Sibylle Krieger, who retires in accordance with Rule
8.1 of the Company’s Constitution and, being eligible, be
elected as a Director of the Company.”
3b: “That Jeffrey Forbes, who retires in accordance with Rule
8.1 of the Company’s Constitution and, being eligible, be
elected as a Director of the Company.”
Note: The Chairman intends to vote all available proxies in
favour of this Resolution.
4. Issue of Securities to the Managing Director and
Group Chief Executive Officer under Ventia’s
Long Term Incentive Plan
To consider and, if thought fit, pass the following resolution as
an ordinary resolution:
“That approval is given, for the purposes of ASX Listing
Rule 10.14 and for all other purposes, for the Company to
issue to the Managing Director and Group Chief Executive
Officer, Dean Banks, Share Appreciation Rights and Dividend
Equivalent Rights pursuant to Ventia’s Long Term Incentive
Plan (Plan) on the terms outlined in the Explanatory Notes”.
Notes:
•
This Resolution is subject to voting exclusions as outlined in
the notes accompanying this Notice of meeting.
•
The Chairman intends to vote all available proxies in favour
of this Resolution.
Notice of Meeting
The 2023 Annual General Meeting (AGM) of Ventia Services Group Limited (Company or
Ventia) will be held online at https://meetnow.global/MHHUMLC, on Tuesday, 23 May
2023 at 10:00am (Sydney time). Registration will open from 9:30am (Sydney time).
The Explanatory Statement that accompanies and forms part of this Notice of Meeting
describes in more detail the items of business to be considered at the AGM.
Ventia Notice of Annual General Meeting 2023 5

If it is necessary for Ventia to give further updates on the
arrangements for the AGM, we will inform Shareholders through
our investor website (https://www.ventia.com/investor-centre)
and via an announcement on the ASX and NZX.
Participating in the AGM online
Shareholders must use the Share Registry’s Meeting Platform
to attend and participate in the AGM. To participate in the
AGM, Shareholders can log in by entering the following URL
https://meetnow.global/MHHUMLC on a computer, tablet
or smartphone.
If Shareholders choose to participate in the AGM online,
registration will open at 9:30am (Sydney time) on Tuesday,
23 May 2023.
To participate in the AGM online follow the instructions below.
1. Click on ‘Join Meeting Now’.
2. Enter the SRN/HIN. Proxyholders and corporate
representatives will need to contact Computershare
on +61 3 9415 4024 prior to the AGM to obtain their
login details.
3. Enter the postcode registered to the Shareholder’s
holding if you are an Australian Shareholder. If an overseas
Shareholder select the country of the registered holding
from the drop-down list.
4. Accept the Terms and Conditions and ‘Click Continue’.
Shareholders can view the AGM live, ask questions verbally
or via a live text facility and cast votes at the appropriate
times while the AGM is in progress.
Whilst Shareholders will be able to vote on the Resolutions
online during the AGM in real-time, Shareholders are
encouraged to lodge a direct vote or appoint a proxy ahead of
the AGM, even if they are participating online. If Shareholders
are unable to attend the AGM, Shareholders are encouraged to
appoint a proxy or vote directly on the Voting Form.
Further information regarding participating in the
AGM online, including browser requirements, is
detailed in the Online Meeting Guide available at
www.computershare.com.au/virtualmeetingguide.
Shareholders are also able to ask questions verbally
via telephone on the number that will be available on the
online platform.
Technical difficulties
Technical difficulties may arise during the course of the AGM.
The Chairman has discretion as to whether and how the AGM
should proceed in the event that a technical difficulty arises.
In exercising this discretion, the Chairman will have regard to
the number of Shareholders impacted and the extent to which
participation in the business of the AGM is affected.
Where the Chairman considers it appropriate, the Chairman
may continue to hold the AGM and transact business, including
conducting a poll and voting in accordance with valid proxy
instructions. For this reason, Shareholders are encouraged
to lodge a direct vote or appoint a proxy even if they plan to
attend through the virtual platform.
Entitlement to vote
Shareholders are eligible to participate and vote at the AGM
if they are registered holders of the Company’s Shares at
10:00am (Sydney time) on Sunday, 21 May 2023, subject to
the voting restrictions described in this Notice of Meeting and
Explanatory Statement.
Direct voting – prior to the AGM
Shareholders are entitled to vote directly by marking Section A
“Vote Directly” on the Voting Form that accompanies this
Notice of Meeting. Shareholders will then not need to appoint
a proxy to act on its behalf.
A direct vote will take priority over the appointment of a proxy.
For a valid direct vote to be recorded Shareholders must mark
‘For’, ‘Against’, or ‘Abstain’ on each Resolution. Where a direct
vote has been validly submitted in advance of the AGM, the
Shareholder’s attendance or participation in the AGM cancels
the direct vote, unless the Shareholder instructs the Company
or, at its instruction, the Share Registry otherwise.
Voting by proxy
A Shareholder is entitled to appoint a proxy to attend and vote
on their behalf. To do so, Shareholders should mark Section B
“Appoint a Proxy” on the Voting Form to appoint the Chairman
of the AGM as its proxy or insert the name of its alternative
proxy in the space provided.
The following applies in terms of proxy appointments:
•
a proxy need not be a Shareholder, and may be an
individual or a body corporate;
•
a Shareholder entitled to cast two or more votes may
appoint two proxies; and
•
where two proxies are appointed, each proxy may be
appointed to represent a specified proportion of the
Shareholder’s voting rights. If a Shareholder appoints
two proxies and the appointment does not specify the
proportion or number of the votes each proxy may exercise,
each proxy may exercise half of that Shareholder’s votes.
Chairman’s voting intentions
The Chairman intends to vote undirected proxies in favour
of the Resolutions set out in this Notice of Meeting.
If a Shareholder appoints the Chairman as their proxy,
expressly or by default, and they do not direct the Chairman
how to vote on a Resolution, by completing and returning the
Voting Form, they will be expressly authorising the Chairman
to exercise the proxy and vote as the Chairman sees fit on a
Resolution, even if the Resolution is connected directly or
indirectly with the remuneration of a member of the KMP of
the Company.
Notes
6 Ventia Notice of Annual General Meeting 2023

Corporate Representatives
A body corporate that is a Shareholder, or that has been
appointed as a proxy, must appoint an individual to act as
its representative at the AGM. The appointment must comply
with the requirements of section 250D of the Corporations
Act. The representative should provide satisfactory evidence
of their appointment prior to the commencement of the AGM,
including any authority under which it is signed, unless it has
been given previously to the Company.
How to submit a Voting Form
Online:Lodge your vote online at www.investorvote.com.au
using your secure access information or use your
mobile device to scan the personalised QR code
By Mail:Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001, Australia
By Fax:1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
To be effective, direct votes or proxy appointments must be
received by 10:00 am (Sydney time) on Sunday, 21 May 2023.
All Resolutions set out in the Notice of Meeting will be voted
on by way of a poll.
Voting restrictions on Agenda Item 2
(2022 Remuneration Report)
The Company will disregard any votes cast on Agenda Item 2:
•
by or on behalf of a member of the Company’s KMP whose
remuneration details are included in the 2022 Remuneration
Report, or their Closely Related Parties, regardless of the
capacity in which the vote is cast;
•
as a proxy by a person who is a member of the Company’s
KMP on the date of the AGM or their Closely Related Parties.
However, votes will not be disregarded if they are cast as proxy
for a person entitled to vote on Agenda Item 2:
•
in accordance with a direction on the proxy form; or
•
by the Chairman pursuant to an express authorisation to
exercise the proxy even though Agenda Item 2 is connected
with the remuneration of the Company’s KMP.
Voting restrictions on Agenda Item 4 (Issue of
Securities to the Managing Director and Group
Chief Executive Officer under Ventia’s Long Term
Incentive Plan)
The Company will disregard any votes cast on Agenda Item 4:
•
in favour of the resolution by or on behalf of Dean Banks or
any of his associates, regardless of the capacity in which the
vote is cast; or
•
as a proxy by a person who is a member of the Company’s
KMP at the date of the AGM or their Closely Related Parties,
unless the vote is cast on Agenda Item 4:
•
as proxy or attorney for a person entitled to vote on the
resolution in accordance with a direction given to the proxy
or attorney to vote on the resolution in that way; or
•
by the Chairman as proxy for a person entitled to vote on
the resolution, pursuant to an express authorisation to
exercise the proxy as the Chairman decides; or
•
by a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided
the following conditions are met:
•
the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting,
on the resolution; and
•
the holder votes on the resolution in accordance with
directions given by the beneficiary to the holder to vote
in that way.
Questions and comments from Shareholders
A reasonable opportunity will be given to Shareholders, as a
whole, to ask questions at the AGM about, or make comments
on, the 2022 Annual Report and the management of the
Company.
Similarly, a reasonable opportunity will be given to
Shareholders, as a whole, to ask the External Auditor, questions
relevant to:
•
the conduct of the audit;
•
the preparation and content of the 2022 Auditor’s Report;
•
the accounting policies adopted by the Company in relation
to the preparation of the financial statements; and
•
the independence of the auditor in relation to the conduct
of the audit.
Shareholders attending the AGM will have the opportunity to
ask questions using the online platform or by telephone (via
the online platform). Please note that Shareholders may only
ask questions once they have been verified.
To submit written questions to the Company or questions
relating to the conduct of the audit and the content of the
2022 Auditor’s Report to the External Auditor in advance of the
AGM, Shareholders may do so by completing an online form on
Ventia’s website at https://www.ventia.com/investor-centre no
later than 5:00pm (Sydney time) on Tuesday, 16 May 2023.
Questions will be collated and during the AGM, the Chairman
will seek to address as many of the more frequently raised
topics as possible. However, there may not be sufficient time
available at the AGM to address all topics raised, and individual
responses will not be sent to Shareholders.
Definitions
Words that are defined in the Glossary have the same meaning
when used in the Notice of Meeting unless the context or the
definitions in the Glossary provide otherwise.
By Order of the Board
Zoheb Razvi
Group Company Secretary
Ventia Services Group Limited
Dated: 19 April 2023
Ventia Notice of Annual General Meeting 2023 7

Agenda Item 1:
2022 Annual Report
Ventia’s 2022 Annual Report, which includes the 2022
Financial Report, the 2022 Directors’ Report and the
2022 External Auditor’s Report was lodged with the
ASX and NZX on 24 February 2023 and is available at
https://www.ventia.com/investor-centre/announcements.
Printed copies of the 2022 Annual Report have been mailed to
those Shareholders who have elected to receive a printed copy.
At the AGM, a reasonable opportunity will be given to
Shareholders, as a whole, to ask questions about, and
make comments on the 2022 Annual Report, however there
will be no formal Resolution put to at the AGM. Ventia’s
External Auditor will also participate in the AGM to answer
questions in relation to the conduct of the audit (including
the independence of the External Auditor), the preparation
and content of the 2022 Auditor’s Report and the accounting
policies adopted by Ventia.
Agenda Item 2:
Adoption Of 2022 Remuneration Report
Listed companies, such as Ventia, are required to provide
detailed disclosures of non-executive director and executive
KMP remuneration in their directors’ reports. These disclosures
are set out in the 2022 Remuneration Report (which forms part
of the 2022 Directors’ Report).
The Board strives to ensure that Ventia’s remuneration
framework aligns with Shareholder interests by:
•
ensuring remuneration is performance driven with a focus
on setting challenging targets for both financial and non-
financial measures;
•
placing substantial emphasis on variable (‘at risk’ incentive
based) remuneration linked to short and long-term
performance benchmarks that support Ventia’s corporate
strategy and future success; and
•
implementing share-based remuneration on a short and
long-term basis.
There will be a reasonable opportunity for Shareholders
to comment on, and ask questions about, the 2022
Remuneration Report.
The vote on Agenda item 2 is advisory only and will not
bind the Directors or the Company. However, the Board
will take the outcome of the vote into consideration when
reviewing the Company’s remuneration practices and policies.
For the voting exclusions applicable to Agenda Item 2, please
refer to page 3 of this Notice of Meeting.
What is the Board’s recommendation?
The Board unanimously recommends that Shareholders vote
in favour of Agenda Item 2.
Agenda Item 3:
Election of Directors
Each year, the Nominations Committee reviews the skills and
experience represented on the Board and considers whether
there are any issues that should be addressed through Board
renewal and succession. As part of this process, the Board
has reviewed the performance of each Director standing for
election and has considered the contribution made to the
Board and its committees along with the skills and expertise
of those Directors. For these reasons, and those outlined in
each of the Directors’ profiles below, the Board recommends
the election of each of the following Directors.
Explanatory Statement
The purpose of this Explanatory Statement (which is included in and forms part of
the Notice of Meeting) is to provide Shareholders with an explanation of the items
of business of the AGM as well as to assist Shareholders to determine how they wish
to vote on each Resolution.
8 Ventia Notice of Annual General Meeting 2023

Agenda item 3a: Election of Sibylle Krieger
Sibylle joined the Board in October 2021 as an Independent
Non-Executive Director.
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.
Her 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.
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.
Sibylle is considered by the Board to be an Independent
Director.
What is the Board’s recommendation?
The Board, with Ms. Krieger abstaining, unanimously
recommends that Shareholders vote in favour of
Agenda Item 3a.
Agenda item 3b: Election of Jeffrey Forbes
Jeffrey joined the Board in October 2021 as the Lead
Independent Non-Executive Director.
Jeffrey is an experienced finance executive and director with
over 30 years’ merger and acquisition, equity and capital
markets and project development experience.
As an executive, Jeffrey 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, Jeffrey 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.
Jeffrey is the Non-Executive Chair of Herron Todd White Group,
and Non-Executive Director of Cardno Limited, PWR Holdings
Limited and Intega Group Limited.
Jeffrey holds a Bachelor of Commerce from the University
of Newcastle and is a Graduate of the Australian Institute of
Company Directors.
Jeffrey is considered by the Board to be an Independent
Director.
What is the Board’s recommendation?
The Board, with Mr. Forbes abstaining, unanimously
recommends that Shareholders vote in favour of Agenda
Item 3b.
Ventia Notice of Annual General Meeting 2023 9

Agenda Item 4: Issue of Securities to the Managing
Director and Group Chief Executive Officer under
Ventia’s Long Term Incentive Plan
Background
The Board considers that its executives should be remunerated
in a manner that encourages them to become Shareholders
as this is the best mechanism to align their interests with
those of Ventia’s Shareholders. It is the Company’s policy
that the performance-based (that is, at risk) pay of executives
represents a significant component of their total remuneration.
Granting incentives under a long term incentive plan seeks to
encourage and reward long term sustainable performance.
Ventia has developed a fit-for-purpose LTI that is strongly
aligned with the delivery of Ventia’s strategy of redefining
service excellence. The LTI is considered to promote long-term
shareholder value creation as follows:
1. delivery via Share Appreciation Rights (SARs) and Dividend
Equivalent Rights (DERs) promotes strong focus on
shareholder alignment by only rewarding for share price
growth and dividends (to the extent the SARs and DERs 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 LTI
participants, thereby ensuring that the awards granted are
not excessive and are set in the context of the Company’s
overall performance;
3. a fixed and transparent allocation value of 35% of Ventia’s
volume-weighted average price (VWAP) 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. In setting the allocation value, the Board considered
a formal fair value approach and the 35% allocation basis
selected. The 35% allocation basis results in a lower number
of SARs being granted to LTI participants;
4. a threshold level of 15% return on equity (ROE) performance
must be met before any vesting can occur to ensure long-
term financial sustainability objectives are met; and
5. progressive time vesting over four years provides LTI
participants with ‘skin in the game’, with additional
sale restrictions promoting long-term value creation
and talent retention.
The Company is proposing to issue SARs and DERs to
the Managing Director and Group Chief Executive Officer
(Group CEO) under the Long Term Incentive Plan.
Plan Overview
Outlined below is an overview of the operation of the Plan for FY23:
(1/3rd of LTI grant)
2 year vesting period.
Threshold performance assessed
against ROE
(1/3rd of LTI grant) 3 year vesting period.
Threshold performance assessed against ROE
Sale restriction
(1/3rd of LTI grant) 4 year vesting period.
Threshold performance assessed against ROE
Sale restriction
Grant of SARs & DERs (Mar 2024):
Based on (performance outcome x LTI opportunity)
/allocation value (35% of grant price)
Vesting of SARs &
DERs subject to sales
restriction
Vesting of SARs &
DERs subject to sale
restriction
Vesting of SARs &
DERs subject to sale
restriction
2023202420252026202720282029
Year 0
Year 1Year 2Year 3Year 4Year 5Year 6
Year 7
Performance
period:
Rolling 3 year
period
Assessed against
annual scorecard
(work in hand,
cash conversion,
EPS Growth CAGR)
Sale restriction
10 Ventia Notice of Annual General Meeting 2023
ExPLAnATORy STATEMEnT

TermDescription
Opportunity
(maximum)
100% of fixed remuneration. The actual LTI awarded to the Group CEO will depend on Ventia’s
performance assessed against the Board approved FY23 LTI scorecard and performance measures.
LTI grant value
The LTI grant value (expressed as a percentage of individual’s maximum LTI opportunity) is based on an
assessment of measures relating to performance affecting the grant (see below), based on the following:
Performance achieved
LTI grant value
(% of maximum LTI Opportunity)
Below thresholdZero
Threshold50%*
Target75%*
Maximum100%
* LTI grant value assessed on straight-line basis between threshold and target, and target and maximum.
Vehicle
SARs, 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.
The Group CEO will also receive DERs which provide a right to be allocated a number of fully paid ordinary
shares in Ventia at a future date equivalent to the value of any dividends that the Group CEO would have
received on SARs as if those SARs had been Shares since the grant date of the SARs. DERs only vest to the
extent that there has been share price growth over the vesting periods. The Board has discretion to settle
the SARs or DERs in cash in lieu of Shares.
SARs and DERs will be granted at no cost to the Group CEO and no amount is payable on vesting of the
SARs and DERs.
Allocation
methodology
The number of SARs granted will be determined based on a set market valuation, being 35% of Ventia’s
Allocation Price.
Allocation priceBased on the Volume Weighted Average Price (VWAP) of Shares for the 10 trading days immediately after
the release of Ventia’s annual financial statements for FY23.
Performance
period
•
For work in hand: the performance period is FY23 only (see below for a further explanation on this
performance measure)
•
For Pro forma cash conversion ratio and EPS Growth CAGR: the performance period is for FY21, FY22
and FY23 (see below for a further explanation under each performance measure)
Performance
measures
Performance affecting grant:
•
Work in hand (33.33%)
•
Pro forma cash flow conversion ratio (33.33%)
•
Earnings per share (EPS) compound annual growth rate (CAGR) (33.33%).
Performance affecting vesting:
•
In addition to share price performance, longer-term performance will be assessed against ROE
threshold performance measure of 15% (i.e. subject to a minimum level of acceptable performance)
Performance
measure explained
– work in hand
Work in hand is defined as comprising i) 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.
Due to the commercial sensitivity, details of this performance measure and the extent to which the targets
have been achieved are disclosed in the Company’s Remuneration Report at the completion of each
performance period.
Ventia Notice of Annual General Meeting 2023 11

TermDescription
Performance
measure explained
– Pro forma cash
conversion
Pro forma cash conversion ratio will be measured by pro forma operating cash flow divided by pro forma
EBITDA for FY21, FY22 and FY23 combined.
Under the Plan for FY23, the Board expects cash flow conversion in the range of 80%-95%.
Performance
measure explained
– EPS growth CAGR
EPS growth CAGR is measured by comparing Ventia’s compound annual EPS growth rate over a rolling
three-year period against a range approved by the Board at the beginning of the performance period.
Under the Plan for FY23, the Board has set the EPS growth CAGR target at 7.5%.
Vesting periodsAfter the one-year performance period affecting grant, SARs vest in three equal tranches after a further
two, three and four years, subject to threshold ROE performance. Including the annual performance
period affecting grant, nothing is available to vest until after a minimum of three years.
Vesting date priceBased on a 10-day VWAP of Shares immediately after the release of Ventia’s annual financial statements
following the relevant vesting date.
Vesting and
number of shares
to be allocated
When SARs vest, the Group CEO will be awarded with a number of Shares calculated by reference to the
increase in the Share price from the Allocation Price to the Vesting Date Price. If there has been Share
price growth over the relevant vesting period, DERs will also vest and additional Shares will be allocated
to the Group CEO based on the value of dividends that would have been payable on the vested SARs as
if they were Shares held from the original grant date (Dividend Value). The number of additional Shares
will be calculated as the Dividend Value divided by the Vesting Date Price (rounded up to the nearest
whole number).
Sale restrictionAny Shares allocated on vesting of the SARs will not be tradable until after Ventia releases its annual
results for the twelve months following the end of the relevant vesting periods.
Why approval is being sought?
Under Listing Rule 10.14, Shareholder approval is required for the issue of securities to any Director under an employee incentive
scheme. The Company is seeking Shareholder approval for the proposed grant of SARs and DERs to the Group CEO under the Plan.
The Company intends to source the Shares allocated on vesting of any SARs and DERs through on-market purchases for which
approval is not required under Listing Rule 10.14. Nevertheless, the Board intends to seek approval in the interests of transparency
and good governance, and also to preserve flexibility for the Company to issue shares in the event that it is not in the Company’s
best interests to purchase shares on market at the relevant times in the future.
The Group CEO is the only Director entitled to participate under the Plan.
If Agenda Item 4 is not approved by Shareholders, the Board will consider alternative arrangements to appropriately remunerate
and incentivise the Group CEO.
12 Ventia Notice of Annual General Meeting 2023
ExPLAnATORy STATEMEnT

Additional terms
TermDescription
Hedging
provisions
The Group CEO is prohibited from trading financial products while in possession of material non-public
information, and from hedging his exposure to vested or unvested Company equity.
Clawback
The Board may lapse SARs or DERs, or require Shares (or cash paid in lieu of Shares) to be forfeited in
certain circumstances, including where in the opinion of the Board:
•
he has acted fraudulently, dishonestly or engaged in serious misconduct;
•
he breached his duties, responsibilities or obligations to the 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 the Group CEO’s LTI grant
Change of control
Where there is a change of control event, the Board may waive any vesting conditions and/or determine
the vesting conditions is satisfied.
Cessation of
employment
The treatment of LTI grants on ceasing employment will depend on the circumstances of cessation.
Unvested Awards
•
Good leaver: Unless the Board determines otherwise, LTI grants will remain on foot, subject to
achievement of performance-related vesting conditions.
•
Bad leaver: all LTI grants will lapse.
Vested Awards
•
Participants will continue to hold shares that have been awarded.
Effect of approval
Number of Share Appreciation Rights
The maximum number of SARs to be issued to the Group CEO will be determined by applying the following formula:
FORMULA: MAX = 100% total fixed remuneration being $1,350,000/ (35% of Allocation Price being 10 Day VWAP post release
of FY23 annual results)
EXAMPLE: (using estimated $4 Allocation Price): Max number of SARs = $1,350,000/ ($4 x 35%) = 964,285
An equivalent number of DERs will also be granted to the Group CEO.
Under the Plan Rules, the Board has discretion to reduce the number of awards allocated.
Timing of issue
If Shareholder approval is obtained, it is intended that the SARs and DERs will be allocated to the Group CEO shortly after the
release of the annual financial results for FY23.
Ventia Notice of Annual General Meeting 2023 13

Additional information required by the Listing Rules
The Group CEO’s maximum potential total remuneration package effective from 1 January 2023 is set out below.
Remuneration element
Maximum ($)
Fy23
Fixed Remuneration (FR) inclusive of superannuation1,350,000
Short Term Incentive opportunity awarded as cash860,625
Short Term Incentive opportunity awarded as deferred share rights 860,625
Long Term Incentive opportunity (face value)1,350,000
Total Remuneration (TR) at maximum
4,421,250
Ventia uses SARs and DERs for the Plan because they create alignment between executives and Shareholders and are subject to
forfeiture. They may be lapsed or reduced depending upon achievement against an external performance condition and/or by the
Board’s review of performance against a suite of underpinning conditions.
In addition, executives do not receive any benefit unless and until the SARs and DERs vest.
Details of any securities issued under the Plan will be published in the Company’s Appendix 3G and Annual Report relating to
the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan
after this resolution is approved, and who were not named in the Notice of Meeting, will not participate until approval is obtained
under that rule.
Previous Issue of securities
The Group CEO has previously been granted 1,325,675 SARS and 1,325,675 DERs under the LTI at no cost.
Directors’ Recommendation
The Board, with Dean Banks abstaining, recommends that Shareholders vote In FAVOUR of Agenda Item 4.
A voting exclusion statement with regard to Agenda Item 4 is set out on page 3 of the Notice of Meeting.

14 Ventia Notice of Annual General Meeting 2023
ExPLAnATORy STATEMEnT

Glossary
2022 Annual Report means the annual report of Ventia for
the financial year ended 31 December 2022, comprising of the
2022 Director’s Report, 2022 Financial Report and the 2022
Remuneration Report.
2022 Auditor’s Report means the auditor’s report for the
financial year ended 31 December 2022, as set out in the 2022
Annual Report.
2022 Directors’ Report means the directors report of Ventia
for the financial year ended 31 December 2022, as set out in
the 2022 Annual Report.
2022 Financial Report means the financial report of Ventia for
the financial year ended 31 December 2022, as set out in the
2022 Annual Report.
2022 Remuneration Report means remuneration report for
the financial year ended 31 December 2022, as set out in the
2022 Annual Report.
Annual General Meeting or AGM means the annual
general meeting of the Company to be held virtually
at https://www.ventia.com/investor-centre/announcements
on Tuesday, 23 May 2023 at 10:00am (Sydney time).
ASX means ASX Limited ACN 008 624 691 or, as the context
requires, the financial market operated by it. Board means the
board of directors of the Company.
Chairman means the chairperson of the AGM.
Closely Related Party of a KMP means any of the following:
•
a spouse, child or dependant of the KMP;
•
a child or dependant of the KMP’s spouse;
•
anyone else who is one of the KMP’s family and may be
expected to influence, or be influenced by, the KMP in the
KMP’s dealings with the Company;
•
a company the KMP controls; or
•
a person prescribed by regulations. As at the date of
this Notice of Meeting, no additional persons have been
prescribed by regulation.
Company or Ventia means Ventia Services Group Limited
ABN 53 603 253 541.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the directors of the Company and Director
means any one of them.
Dividend Equivalent Rights or DERs means a right to a
number of fully paid ordinary shares in Ventia based on the
value of dividends that the holder would have received had the
holder owned Shares rather than Share Appreciation Rights
since the grant of the Share Appreciation Rights.
Explanatory Statement means this explanatory statement
that accompanies, and is incorporated as part of, the Notice
of Meeting.
External Auditor or Deloitte means Deloitte Touche
Tohmatsu, the auditor of the Company.
KMP or Key Management Personnel means the key
management personnel of the Company, being those persons
having authority and responsibility for planning, directing and
controlling the activities of the Company, whether directly or
indirectly. It includes all Directors, the Group Chief Executive
Officer and Chief Financial Officer. The KMPs during the year
ended 31 December 2022 are listed in the 2022 Remuneration
Report contained in the 2022 Annual Report.
Listing Rules means the official listing rules of ASX.
notice of Meeting means this Notice of Annual General
Meeting and the accompanying Explanatory Statement.
Long Term Incentive Plan or LTI means the Company’s LTI
Plan approved by the Board on 24 August 2022, a copy of which
can be found at https://www.ventia.com/p/our-policies.
NZX means the New Zealand’s Exchange.
Resolution means a resolution set out in the Notice of Meeting.
Shares means a fully paid ordinary shares in the Company.
Shareholder means a holder of at least one Share.
Share Appreciation Rights or SARs means 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 periods.
Share Registry means Computershare Investor Services
Pty Ltd.
Ventia Notice of Annual General Meeting 2023 15

SRN/HIN: I9999999999
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Ventia Services Group Limited
Annual General Meeting
Control Number: 999999
PIN: 99999
Ventia Services Group Limited's Annual General Meeting (AGM) will be held on Tuesday, 23 May 2023 at
10:00am (Sydney time).
The AGM will be held online through an online plaform at https://meetnow.global/MHHUMLC
You can access the Notice of Meeting, Annual Report, voting form and other documents at
www.investorvote.com.au using the above information or use a mobile device to scan the QR code above.
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
For instructions refer to the online user guide at www.computershare.com.au/virtualmeetingguide
You may also submit questions in advance of the AGM.
You can request a hard copy of the Notice of Meeting or voting form by contacting Computershare on
1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).
For your direct vote or proxy appointment to be effective it must be received by 10:00am (Sydney time) on
Sunday, 21 May 2023.
For more information, please contact our share registry, Computershare, on 1300 850 505 (within Australia) or
+61 3 9415 4000 (outside Australia)
Meeting Documents and How to Participate
Questions?
VNT
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001
*L000001*
Ventia Notice of Annual General Meeting 2023 17

SRN/HIN: I9999999999
VNT
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
For your vote to be effective it must be
received by 10:00am (Sydney time) on
Sunday, 21 May 2023.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Voting Form
Lodge your Form:
Online:
Lodge your vote online at
www.investorvote.com.au using your
secure access information or use your
mobile device to scan the personalised
QR code.
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Control Number: 999999
PIN: 99999
How to Vote on Items of Business
All your Shares will be voted in accordance with your directions.
VOTE DIRECTLY
Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item
of business. Your vote will be invalid on an item if you do not mark any box OR you mark more
than one box for that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
number of Shares you wish to vote in the For, Against or Abstain box or boxes. The sum of the
votes cast must not exceed your voting entitlement.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of Shares you wish to vote in the For, Against or Abstain box or boxes.
The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: If you are entitled to cast two or more votes you may appoint
two proxies to attend the AGM and vote on a poll. If you appoint two proxies you must specify
the percentage of votes or number of shares for each proxy, otherwise each proxy may
exercise half of the votes. When appointing a second proxy write both names and the
percentage of votes or number of Shares for each in Step 1 overleaf.
A proxy need not be a Shareholder of the Company. If you do not specify who is to be
your proxy, or your named proxy does not attend the AGM or does not vote on a poll in
accordance with your directions, the Chairman of the Meeting will be your proxy.
Voting restrictions for members of the key management personnel (KMP)
Please note that if you appoint a member of the KMP or one of their Closely Related Parties as
your proxy, they will not be able to vote your proxy on Resolutions 2 and 4, unless you direct
them how to vote or you appoint the Chairman of the Meeting as your proxy.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, one Shareholder must sign.
Joint Holding: Where the holding is in more than one name, one Shareholder may sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the Share
Registry, please attach a certified photocopy of the Power of Attorney to this form when you
return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A of
the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign
alone. Otherwise this form must be signed by a Director jointly with either another Director or a
Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles
as applicable.
Corporate Representative
If a representative of a corporate shareholder or proxy is to participate in the AGM you will
need to provide the appropriate “Appointment of Corporate Representative”. A form may be
obtained from Computershare or online at www.investorcentre.com/au and select "Printable
Forms".
PARTICIPATING IN THE AGM
APPOINTMENT OF PROXY
Samples/000001/000002/i12
*M00000112Q02*


I 9999999999
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Shareholders sponsored by a broker
(reference number commences with
‘X’) should advise your broker of any
changes.
I ND
VNT298258A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
At the Annual General Meeting of Ventia Services Group Limited to be held online at https://meetnow.global/MHHUMLC on Tuesday, 23
May 2023 at 10:00am (Sydney time) and at any adjournment or postponement of that meeting, I/We being member/s of Ventia Services
Group Limited direct the following:
B
Indicate How Your Vote Will Be Cast
Voting Form
Please markto indicate your directions
XX
Step 1
Items of Business
Step 2
Step 3
ForAgainstAbstain
2 Adoption of 2022 Remuneration Report
3a. Election of Sibylle Krieger as a Director of the Company
3b. Election of Jeffery Forbes as a Director of the Company
4
Issue of Securities to the Managing Director and Group Chief Executive Officer under Ventia’s Long-Term
Incentive Plan
OR
OR
Select one option only
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may
change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Record my/our votes strictly in
accordance with directions in Step 2.
A Vote Directly
B
The Chairman
of the Meeting
PLEASE NOTE: Leave this box blank if
you have selected the Chairman of the
Meeting. Do not insert your own name(s).
Appoint a
proxy to
vote on
your behalf
OR
PLEASE NOTE: A Direct Vote will take priority over the appointment of a Proxy. For a valid
Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each item.
I/We hereby appoint:
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of
the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default) by completing and returning this form, I/we
expressly authorise the Chairman of the Meeting to exercise my/our proxy on Resolutions 2 and 4 (except where I/we have indicated a different
voting intention in Step 2) even though Resolutions 2 and 4 are connected directly or indirectly with the remuneration of a member of key
management personnel, which includes the Chairman of the Meeting.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from
voting on Resolutions 2 and 4 by marking the appropriate box in Step 2.
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting,
as my/our proxy to act generally at the AGM on my/our behalf and to vote in accordance with the following directions (or if no
directions have been given, and to the extent permitted by law, as the proxy sees fit).
PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your
votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote
has been cast on that item and no vote will be counted in computing the required majority.
This section must be completed.
Individual or Shareholder 1
Shareholder 2
Shareholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Shareholder(s)
Step 3
Date
/ /
OR