Notice of annual general meeting and proxy form

Ventia Notice of Annual General Meeting 2024


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



12 April 2024



2024 Annual General Meeting

Ventia Services Group Limited (Ventia) will hold its Annual General Meeting (2024 AGM) at 10.00am
on Thursday 23 May 2024 (AEST).

Enclosed are the following documents relating to the 2024 AGM:
• Notice of Meeting
• Voting Form
• 2024 AGM Access Notice
Copies of the above documents and associated materials will be made available on:
• Computershare's Investor Vote page for Ventia’s 2024 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 Sam O’Connor
General Manager Investor Relations General Manager Enterprise Strategy
chantal.travers@ventia.com sam.oconnor@ventia.com
+61 428 822 375 +61 409 237 166

2024
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
2024 Annual General Meeting (AGM).
Ventia’s AGM will take place on Thursday, 23 May at 10:00am (AEST) as a virtual only meeting. Registration will open from
9.30am (AEST).
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 2023;
• adoption of the Company’s 2023 Remuneration Report;
• the election of Lynne Saint as an Independent Non-Executive Director;
• the election of Anne Urlwin as an Independent Non-Executive Director;
• the election of Damon Rees as an Independent 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 LTI plan. This resolution is voluntary and proposed
in the interests of transparency.
We encourage shareholders to participate in the AGM online at meetnow.global/MNPMW7P.
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 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

1Ventia Notice of Annual General Meeting 2024
Notice of Meeting
The 2024 Annual General Meeting (AGM) of Ventia Services Group Limited (Company or Ventia)
will be held online at meetnow.global/MNPMW7P, on Thursday, 23 May 2024 at 10:00am (AEST).
Registration will open from 9:30am (AEST).
The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes
in more detail the items of business to be considered at the AGM.
Ordinary Business
1. 2023 Annual Report
To receive and consider the financial report, the directors’
report and the auditor’s report for the financial year ended
31 December 2023.
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 this item.
2. Adoption of 2023 Remuneration Report
To consider and, if thought fit, pass the following resolution as
a non-binding ordinary resolution:
“To adopt the 2023 Remuneration Report for the financial year
ended 31 December 2023.”
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 Lynne Saint, 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 Anne Urlwin, who retires in accordance with Rule 8.1 of
the Company’s Constitution and, being eligible, be elected as a
Director of the Company.”
3c: “That Damon Rees, having been appointed to the Board by
the Directors in July 2023, 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 these Resolutions.
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 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 available proxies in favour of
this Resolution.
5. Renewal of proportional takeover
provisions
To consider and, if thought fit, pass the following resolution as a
special resolution:
“That the Company renew the proportional takeover provisions
contained in rule 6 of the Company’s Constitution for a period of
three years from the date of this AGM”.
Notes:
• The Chairman intends to vote available proxies in favour of
this Resolution.

2Ventia Notice of Annual General Meeting 2024
If it is necessary for Ventia to give further updates on the
arrangements for the AGM, we will inform Shareholders through
our investor website (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 meetnow.global/MNPMW7P on a computer, tablet
or smartphone.
If Shareholders choose to participate in the AGM online,
registration will open at 9:30am (AEST) on Thursday,
23 May 2024.
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 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 by 10:00am (AEST) on
Tuesday, 21 May 2024 even if they plan to attend through the
virtual platform.
Entitlement to vote
Shareholders are eligible to participate and vote at the
AGM if they are registered holders of the Company’s Shares
at 7:00pm (AEST) on Tuesday, 21 May 2024, 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.
Notes

3Ventia Notice of Annual General Meeting 2024
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.
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
OnlineLodge your vote online at investorvote.com.au using
your secure access information or use your mobile
device to scan the personalised QR code
By MailComputershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
To be effective, direct votes or proxy appointments must
be received by 10:00am (AEST) on Tuesday, 21 May 2024.
All Resolutions set out in the Notice of Meeting will be voted
on by way of a poll.
Voting restrictions on Agenda Item 2
(2023 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 2023 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.

4Ventia Notice of Annual General Meeting 2024
NOTES
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 2023 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 2023 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
2023 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 ventia.com/investor-centre no later than
10:00am (AEST) on Thursday, 16 May 2024. The auditor is not
obliged to provide written answers.
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
Rebecca Tweedie
Group Company Secretary
Ventia Services Group Limited
Dated: 12 April 2024
4Ventia Notice of Annual General Meeting 2024
NOTES
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 2023 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 2023 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
2023 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 ventia.com/investor-centre no later than
10:00am (AEST) on Thursday, 16 May 2024. The auditor is not
obliged to provide written answers.
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
Rebecca Tweedie
Group Company Secretary
Ventia Services Group Limited
Dated: 12 April 2024

5Ventia Notice of Annual General Meeting 2024
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.
Agenda Item 1: 2023 Annual Report
Ventia’s 2023 Annual Report, which includes the 2023
Financial Report, the 2023 Directors’ Report and the 2023
External Auditor’s Report was lodged with the ASX and NZX
on 21 February 2024 and is available at ventia.com/investor-
centre/announcements.
Printed copies of the 2023 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 2023 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 2023
Auditor’s Report and the accounting policies adopted by Ventia.
Agenda Item 2: Adoption of
2023 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 2023 Remuneration Report (which forms part
of the 2023 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 2023
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 by, and 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.
Agenda Item 3a: Election of Lynne Saint
Lynne joined the Board in October
2021 as an Independent Non-Executive
Director and is the Chair of the Audit,
Risk and Compliance Committee and
Member of the Nominations Committee,
People and Remuneration Committee and
Safety and Sustainability Committee.
Lynne has broad financial and commercial experience from
a global career including more than 20 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.
Lynne is currently a Non-Executive Director of Nufarm
Limited and Iluka Resources Limited.
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.
Lynne is considered by the Board to be an
Independent Director.
What is the Board’s recommendation?
The Board, with Ms. Saint abstaining, unanimously
recommends that Shareholders vote in favour of
Agenda Item 3a.
Explanatory Statement

6Ventia Notice of Annual General Meeting 2024
Agenda item 3b: Election of Anne Urlwin
Anne joined the Board as an Independent
Non-Executive Director in October
2021 and is the Chair of the Safety and
Sustainability Committee, and Member of
the Nominations Committee, Audit, Risk
and Compliance Committee and People
and Remuneration Committee.
Anne is a New Zealand based professional director with
experience in a range of sectors including construction,
infrastructure, property development, telecommunications,
energy, regulation, airports, health and financial services.
Anne is Chair of Precinct Properties New Zealand Limited and
a Non-Executive Director of Infratil Limited and Vector Limited.
She is also a director of City Rail Link Limited.
In June 2022, Anne received an Officer of the New Zealand
Order of Merit award for services to business.
Anne holds a Bachelor of Commerce 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).
Anne is considered by the Board to be an Independent Director.
What is the Board’s recommendation?
The Board, with Ms. Urlwin abstaining, unanimously
recommends that Shareholders vote in favour of
Agenda Item 3b.
Agenda item 3c: Election of Damon Rees
Damon joined the Board in July 2023 as an
Independent Non-Executive Director.
Damon is a Sydney-based business leader
focused on customer centricity, culture,
digital enablement, and innovation, with
more than twenty years of experience
driving transformational change,
organisational performance, and better
customer outcomes.
He is currently the Managing Principal & CEO at Better As Usual,
Chair of eHealth NSW, and Co-Founder of ServiceGen.
Damon holds a Bachelor of Information Technology from UTS,
a MBA from the University of Sydney and he was awarded the
Sir James Wolfhenson scholarship to study at the Harvard
Kennedy School. Damon was also awarded a Public Service
Medal as part of the 2023 Kings Honours.
Ventia has successfully undertaken checks into Damon’s
background and experience. Damon is considered by the Board
to be an Independent Director.
What is the Board’s recommendation?
The Board, with Mr. Rees abstaining, unanimously recommends
that Shareholders vote in favour of Agenda Item 3c.
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
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;
EXPL ANATORY STATEMENT

7Ventia Notice of Annual General Meeting 2024
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, Dean Banks,
(Group CEO) under Ventia’s Long Term Incentive Plan (Plan).

Year 1Year 2Year 3Year 4Year 5Year 0 Year 6Year 7

Vesting of
SARs & DERs
subject to sales
restriction
Vesting of
SARs & DERs
subject to sales
restriction
Vesting of
SARs & DERs
subject to sales
restriction
 
 
Based on(performance outcome x LTI
opportunity)/allocation value
(35% of grant price)

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Rolling 3 year
period


 



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Plan Overview
Outlined below is an overview of the operation of the Plan for FY2024:

8Ventia Notice of Annual General Meeting 2024
EXPL ANATORY STATEMENT
Te r mDescription
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 FY24 LTI scorecard and performance measures.
LTI grant valueThe 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 achievedLTI grant value (% of maximum LTI Opportunity)
Below thresholdZero
Threshold5 0 %*
Target7 5 %*
Maximum100%
* LTI grant value assessed on straight-line basis between threshold and target, and target and maximum.
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.
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 methodologyThe 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 immedi-ately after
the release of Ventia’s annual financial statements for FY24.
Performance periodPerformance affecting grant: FY2024
Performance measuresPerformance affecting grant
• Work in hand (33.33%)
• Pro-forma cash flow conversion rate (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 con-tracted
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 com-pletion of
each performance period.

9Ventia Notice of Annual General Meeting 2024
Te r mDescription
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 FY22, FY23 and FY24 combined.
Under the Plan for FY24, the Board has set cash flow conversion as follows:
WeightingThreshold (50%)Target (75%)Stretch (100%)
33%85%92.5%100%
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 FY24, the Board has set the EPS CAGR as follows:
WeightingThreshold (50%)Target (75%)Stretch (100%)
33%5%7. 5%10%
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.

10Ventia Notice of Annual General Meeting 2024
EXPL ANATORY STATEMENT
Additional terms
Te r mDescription
Other restrictionsMr Banks is prohibited from hedging his exposure to vested or unvested Company equity.
Mr Banks is not permitted to use shares or rights to shares for margin lending.
ClawbackThe 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 Mr. Banks’ grant
Change of controlWhere there is a change of control event, the Board may waive any vesting conditions and/or deter-mine
the vesting conditions is satisfied.
Cessation of employmentThe 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: Unless the Board determines otherwise, 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% TFR being $1,400,000/ (35% of Allocation Price being 10 Day VWAP post release of FY24 annual results)
EXAMPLE: (using estimated $4 Allocation Price): Max number of SARs = $1,400,000/ ($4 x 35%) = 1,000,000.
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 FY24.

11Ventia Notice of Annual General Meeting 2024
Additional information required by the Listing Rules
Mr. Banks maximum potential total remuneration package effective from 1 January 2024 is set out below.
Remuneration elementMaximum ($) FY2024
Fixed Remuneration (FR) inclusive of superannuation1,400,000
Short Term Incentive opportunity awarded as cash892,500
Short Term Incentive opportunity awarded as deferred share rights 892,500
Long Term Incentive opportunity (face value)1,400,000
Total Remuneration (TR) at maximum4,585,000
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 2,057,766 SARS
and 2,057,766 DERs under the Plan at no cost.
Directors' Recommendation
The Board, with Mr. 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 4 of the Notice of Meeting.
Agenda Item 6: Renewal of
proportional takeover provisions
Background
Ventia’s Constitution contains provisions which prohibit the
registration of transfers of shares acquired under a proportional
takeover bid unless a resolution is passed by the shareholders
approving the bid. As provided in rule 6, the provisions will
cease to have effect at the end of three years after their
adoption (25 October 2024) unless renewed.
It is proposed that the proportional takeover provisions are
renewed for a period of three years from the date of the AGM.
What is a proportional takeover bid?
A proportional takeover bid is one where the takeover offer
made by a bidder to each shareholder is only for a proportion of
that shareholder’s shares – for example, the bidder only makes
a bid for 30 per cent of each shareholder’s shares. The specified
proportion must be the same in the case of all shareholders.
Effect of the provisions
If rule 6 is renewed and a proportional takeover bid is made
for Ventia’s shares, the Directors will be required to convene
a general meeting of shareholders to vote on a resolution to
approve the proportional takeover bid. The resolution must
be voted on at least 14 days before the last day of the takeover
bid period. The bidder and any associates of the bidder will be
excluded from voting.
If the resolution is rejected by the shareholders, then the bid
will be deemed to be withdrawn and registration of any transfer
of shares resulting from the proportional takeover bid will be
prohibited. Acceptances will be returned, and any contracts
formed by acceptances will be rescinded. If the resolution is
approved, transfers to the bidder of shares which have been
accepted into the bid will be registered provided they comply
with the other provisions of the Constitution. If no resolution is
voted on at least 14 days before the last day of the takeover bid
period, then a resolution to approve the proportional takeover
bid will be deemed to have been passed. This effectively means
that shareholders may only prohibit a proportional takeover bid
by passing a resolution rejecting the proportional takeover bid.
The proportional takeover provisions do not apply to full
takeover bids. The renewed provisions will expire after three
years, unless again renewed by shareholders by a special
resolution. Similar provisions are commonly found in the
constitutions of publicly-listed companies on the ASX and are
regularly renewed.

12Ventia Notice of Annual General Meeting 2024
EXPL ANATORY STATEMENT
Reasons for proposing resolution
Part 6.5 Subdivision 5C of the Corporations Act 2001 (Cth)
permits the inclusion and renewal of proportional takeover
provisions in the Constitution.
The Directors consider that shareholders should continue
to have the opportunity to vote on a proposed proportional
takeover bid. Without the provisions, a proportional takeover
bid for the Company might enable a bidder to obtain control
of the Company without shareholders having the opportunity
to dispose of all their shares. The provisions give shareholders
the opportunity to decide whether a proportional takeover bid
should proceed. If it does proceed, individual shareholders can
make a separate decision as to whether they wish to accept the
bid for their shares.
No knowledge of any present
acquisition proposals
As at the date of this Notice of Meeting, none of the Directors
are aware of a proposal by any person to acquire, or to increase
the extent of, a substantial interest in the Company.
Review of the advantages and disadvantages
of the proportional takeover provisions
The Corporations Act 2001 (Cth) requires shareholders
to be given a statement which retrospectively examines
the advantages and disadvantages, for directors and
shareholders, of the proportional takeover provisions
proposed to be renewed.
During the period in which rule 6 of the Constitution has been
in effect there have been no proportional takeover bids made
for the Company and the rule has therefore not been activated.
The Directors are not aware of any potential takeover bid that
was discouraged by the proportional takeover provisions.
Potential advantages and disadvantages
The provisions enable the Directors to ascertain the views of
shareholders on a proportional takeover bid. Apart from this,
there is no specific advantage for Directors (in their capacity
as Directors) in renewing the proportional takeover provisions
because they remain free to make their own recommendation
on whether a proportional takeover bid should be approved
or rejected.
The potential advantages of the proportional takeover
provisions for shareholders are:
• they ensure that all shareholders will have an opportunity
to study a proportional takeover bid proposal and vote on
whether it should proceed. This should ensure that the terms
of any future proportional bids are structured to be attractive
to a majority of independent shareholders, including
appropriate pricing;
• they may assist shareholders in avoiding being left with a
minority interest; and
• knowing the view of the majority of shareholders may assist
individual shareholders to assess the likely outcome of the
proportional takeover bid and whether to approve or reject
that bid.
A potential disadvantage of the inclusion of such provisions in
the Constitution is that they may make a proportional takeover
bid more difficult to achieve and therefore discourage such bids
from being made. This in turn may reduce opportunities for
shareholders to sell some of their shares at an attractive price
to persons securing control of the Company and may reduce
any speculative element in the market price of the Company’s
shares arising from the possibility of a takeover offer being
made. Another potential disadvantage is that the provisions
may be considered to constitute an additional restriction on the
ability of shareholders to deal freely with their shares.
The Board considers that the potential advantages for
members of the proportional takeover provisions outweigh
the potential disadvantages.
Special resolution
Resolution 6 is a special resolution and, therefore, requires
approval of 75 per cent or more of all votes cast by
shareholders.
Directors' Recommendation
The Board considers that, on balance, renewal of the
proportional takeover provisions in the Constitution is in the
best interests of shareholders and accordingly recommends
that shareholders vote IN FAVOUR of renewing the proportional
takeover provisions.

13Ventia Notice of Annual General Meeting 2024
Glossary
2023 Annual Report means the annual report of Ventia for
the financial year ended 31 December 2023, comprising of the
2022 Director’s Report, 2023 Financial Report and the 2023
Remuneration Report.
2023 Auditor’s Report means the auditor’s report for the
financial year ended 31 December 2023, as set out in the 2023
Annual Report.
2023 Directors’ Report means the directors report of Ventia
for the financial year ended 31 December 2023, as set out in the
2023 Annual Report.
2023 Financial Report means the financial report of Ventia for
the financial year ended 31 December 2023, as set out in the
2023 Annual Report.
2023 Remuneration Report means remuneration report for
the financial year ended 31 December 2023, as set out in the
2023 Annual Report.
Annual General Meeting or AGM means the annual general
meeting of the Company to be held virtually at meetnow.
global/MNPMW7P on Thursday, 23 May 2024 at 10:00am (AEST).
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 2023 are listed in the 2023 Remuneration
Report contained in the 2023 Annual Report.
Listing Rules means the official listing rules of ASX.
Long Term Incentive Plan or LTI means the Company’s LTI
Plan approved by the Board on 24 August 2023, a copy of which
can be found at ventia.com/p/our-policies
Notice of Meeting means this Notice of Annual General
Meeting and the accompanying Explanatory Statement.
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.com

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 Thursday, 23 May 2024 at
10:00am (Sydney time).
The AGM will be held online through an online plaform at https://meetnow.global/MNPMW7P
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
Tuesday, 21 May 2024.
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*

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
Tuesday, 21 May 2024.
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.
IND
VNT307904A
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/MNPMW7P on Thursday, 23
May 2024 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
2Adoption of 2023 Remuneration Report
3a.Election of Lynne Saint as a Director of the Company
3b.Election of Anne Urlwin as a Director of the Company
3c.Election of Damon Rees 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
5Renewal of proportional takeover provisions
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