What did Ventia Services Group Limited announce?

Ventia Services Group Limited (NZX: VNT) filed “Appendix 4E and 2025 Annual Report” with NZX on 18 February 2026, as a full year results announcement.

From the announcement:“Ventia Services Group Limited (ASX:VNT) today reports its results for the financial year ended 31 December 2025. Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the financial year ended 31 December 2025.”
When was it filed?
18 February 2026
Where is the original?
NZX announcement
Ventia Services Group Limited logo

Appendix 4E and 2025 Annual Report

Full Year Results18 February 2026VNTIndustrials

Ventia Services Group Limited
ABN 53 603 253 541


Level 27, 155 Miller Street

North Sydney NSW 2060

AUSTRALIA


ventia.com

ASX and NZX Release



19 February 2026


Appendix 4E and 2025 Annual Report

Ventia Services Group Limited (ASX:VNT) today reports its results for the financial year ended 31

December 2025.

Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the

financial year ended 31 December 2025.

The following associated documents will be provided separately for lodgement:


• Notification of Dividend (Appendix 3A.1);

• Media Release; and

• Investor Presentation.


This announcement has been authorised for release by the Ventia Board.


-Ends-


For further information, please contact:


Investors Media

Chantal Travers

Jay Pleass

General Manager Investor Relations

General Manager Government & Public Affairs

chantal.travers@ventia.com jay.pleass @ventia.com

+61 428 822 375 +61 412 623 578


About Ventia

Ventia is a leading essential infrastructure services provider in Australia and New Zealand, proudly providing the services that

keeps infrastructure working for our communities. Ventia has access to a combined workforce of more than 35,000 people,

operating in over 400 sites across Australia and New Zealand. With a strategy to redefine service excellence by being client-

focused, innovative and sustainable, Ventia operates across a broad range of industry segments, including defence, social

infrastructure, water, electricity and gas, resources, telecommunications and transport.

Year ended 31
December

2025

Year ended 31

December

2024

ChangeChange

$'m$'m$'mPercentage

Total revenue6,141.1 6,105.5 35.6

0.6%

Profit from ordinary activities after income tax attributable to members of the parent entity272.2 220.2

52.0 23.6%

Profit after tax attributable to members of the parent entity272.2 220.2 52.0 23.6%

Dividends - Year ended 31 December 2025

Amount per

security

Franked

amount per

securityFranking

Final dividend 12.54 cents11.29 cents90%

Interim dividend10.71 cents9.64 cents90%

Key final dividend datesDate

Ex-dividend date24 February 2026

Record date for determining entitlement to the dividend25 February 2026

Date for payment of dividend9 April 2026

31 December

2025

31 December

2024

Net tangible assets backing per ordinary share(0.73)$ (0.59)$

The remainder of the information requiring disclosure to comply with ASX listing rule 4.3A is contained in the Operating and Financial Review section of the 2025 Directors’ Report and

the audited 2025 Financial Report, within the Ventia Services Group Limited Annual Report 2025, lodged with this Appendix 4E.

APPENDIX 4E - Annual Report for the Financial Year Ended 31 December 2025

Results for Announcement to the Market

VENTIA SERVICES GROUP LIMITED

ABN 53 603 253 541

#

Annual Report
2025

About this report
This Annual Report (‘report’) is designed to be read in its entirety. It is a

summar y of Ventia Ser vices Group Limited’s and its controlled entities’

(the Group) operations, performance and financial position for the year

ended 31 December 2025.

In this report, unless otherwise stated, references to ‘Ventia’, ‘Group’,

‘us’, ‘we’ and ‘our’ refer to Ventia Ser vices Group Limited and its

controlled entities. References to ‘year’, ‘financial year’, ‘2025’ or

‘FY25’ all refer to the year ended 31 December 2025. All dollar figures

are expressed in Australian dollars unless otherwise stated.

This report has been prepared in consideration of the International

Integrated Reporting Council’s (IIRC) International Integrated

Reporting

Framework.

Assurance

The required elements of the Operating and Financial Review (OFR)

on pages 52-65 and Directors’ Report on pages 66-73 are reported

as required by ASIC Regulator y Guide 247. The Remuneration Report

on pages 76-98 and the Financial Report on pages 116-171 have been

independently audited by Deloitte in accordance with Australian

Auditing Standards.

The Sustainability Report on pages 172-197 provides Ventia's climate-

related disclosures as required by the Australian Accounting Standard

A ASB S2 Climate-related Disclosures (the Australian equivalent of IFRS

S2). Specified Sustainability Disclosures included in the Sustainability

Report have been independently reviewed by Deloitte as set out in the

Deloitte review report on pages 198-202. Limited assurance for selected

voluntar y environmental and social metrics within the Annual Report

are set out in the Limited Assurance Report on pages 203-206. Ventia’s

reporting criteria for voluntar y metrics is outlined in the Environmental

and Social basis of preparation for the year ended 31 December 2025,

which can be found on our website at ventia.com/reportingcriteria-25.

Supporting sustainability data is available in our 2025 Sustainability

Databook, which is available on our website at ventia.com/databook-25.

The 2025 Sustainability Databook also contains an Index of sustainability-

related reporting prepared in reference to the Global Reporting Initiative

(GRI) Standards.

Forward-looking statements

Any forward-looking statements are based on Ventia’s current

expectations, best estimates, judgements and assumptions as at the

date of preparation, which are by their nature, subject to significant

uncertainties, many of which are beyond Ventia’s control. These

forward-looking statements are not guarantees or predictions of future

performance, and involve known and unknown risks, which may cause

actual results to differ materially from those expressed in the report.

These may include general economic conditions; changes in government

and policy; actions of regulator y bodies and other governmental

authorities, such as changes in taxation or regulation; technological

changes; the extent, nature and location of physical impacts of climate

change; the pace and nature of the global energy transition to a lower-

carbon economy; market conditions; and geopolitical developments.

Ventia advises shareholders and prospective shareholders not to place

undue reliance on these forward-looking statements, which reflect the

views of Ventia only as of the date of this report.

This report includes forward-looking information on Ventia’s

climate

-r

elated transition plans, risks, opportunities, and scenario

analysis. These statements are based on assumptions that may not

eventuate, are subject to uncertainty, and may not reflect the Group's

own expectations. Scenario analysis is indicative only and not a

prediction of outcomes. Due to the long-term nature of sustainability

targets, related forward-looking statements should not be relied upon

as guarantees of future performance. Scenarios may be impacted by

additional factors to the assumptions disclosed.

Actual performance against Ventia's targets, goals or ambitions may be

affected by various risks associated with Ventia's business, the pace of

the transition to a lower-carbon economy, and physical risks associated

with climate change, many of which are beyond Ventia's control.

Except as required by applicable laws or regulations, the Group does

not undertake to publicly update, review or revise any forward-looking

statements, including scenario analysis or to advise of any change in

assumptions on which any such statement is based. Past performance

cannot be relied on as a guide to future performance.

New Zealand Climate Statement exemption

Ventia has received an exemption from New Zealand’s climate-related

disclosure requirements under Part 7A of the Financial Markets Conduct

Act (FMCA). This exemption is issued by the New Zealand Financial

Markets Authority (FMA) and relates to the NZ Climate Standards (NZ

CS), which would otherwise require dual reporting for climate-related

disclosures in both Australia and New Zealand.

The effect of relying on the exemption is that Ventia Services Group

Limited is not required to comply with the climate reporting obligations

(including production and lodgement of climate statements) and record-

keeping obligations imposed under Part 7A of the Financial Markets

Conduct Act 2013 for the financial year ended 31 December 2025.

International Financial Reporting Standards (IFRS)

This report includes both IFRS and non-IFRS financial information.

Non-IFRS measures are not prepared in accordance with accounting

standards and may not be comparable to similar metrics used by other

companies. They are used by management to assess performance and

are presented alongside IFRS data for context. Non-IFRS information

is unaudited.

Third-party information

Certain information contained in this report is based on information

prepared by third parties. Ventia does not make any representations or

warranty that third party material is accurate, complete or up to date.

Acknowledgement of Country

Ventia would like to respectfully acknowledge the Traditional

Custodians of country throughout Australia and their

connection to land, sea and community. We pay our respect

to

them, their cultures and to their Elders past and present.

Mihi

He tautoko te ahurea i ngā kawa me ngā tikanga o ngā Iwi

whānui o Aotearoa, me ka kawa me ka tikaka o ka Iwi whānui

o Te Waipounamu. We recognise and celebrate the culture

of manawhenua in Aotearoa and Te Waipounamu where our

teams respect local Iwi and communities across the country.

View

our Annual

Report online

Cover: A member of Ventia's firefighting and rescue team, Edinburgh, South Australia

Right: Members of Ventia's New Zealand team perform a hongi while visiting Wheke, Rapaki Marae in Christchurch, New Zealand

We are Ventia
People are at

the heart of

our success.

Contents

About Ventia 4

Our strategic approach18

Thriving people28

Stronger customers36

Flourishing communities44

Local and diverse supply chain48

Operating and financial review52

Directors' Report 66

Remuneration Report 76

Corporate Governance Statement100

Financial Report116

Sustainability Report17 2

Other information207

3

VENTIA ANNUAL REPORT 2025

4
VENTIA ANNUAL REPORT 2025

ABOUT VENTIA

Auckland

Wellington

Darwin

Perth

Sydney

Adelaide

Hobart

Melbourne

Brisbane

Qld

NT

SA

NSW

ACT

Vic

Tas

WA

Canberra

Auckland

Wellington

Darwin

Perth

Sydney

Adelaide

Hobart

Melbourne

Brisbane

Qld

NT

SA

NSW

ACT

Vic

Tas

WA

Canberra

A b out Ve nt i a

Ventia is a leading essential services provider, dedicated

to making infrastructure work for communities across

Australia and New Zealand. We are proud to be listed

on the Australian Securities Exchange (ASX) as a

top 200 company, with a secondary listing on the

New Zealand Exchange (NZX).

With more than 50 years’ of industry experience, Ventia

delivers long-term operations, maintenance, and management

of critical public and private assets across four key sectors:

Defence and Social Infrastructure, Infrastructure Services,

Telecommunications, and Transport. Our diverse heritage

and strong track record reflects our commitment to service

excellence and positive community impact.

Today, we have a diverse workforce of 35,000 employees

and subcontractors, operating across more than 400 sites

throughout Australia and New Zealand. This extensive

footprint

enables us to deliver a broad range of services

with agility and scale.

Key

Ventia work sites across Australia and New Zealand

35,000

Workforce of employees and subcontractors

400+

Project sites throughout Australia and New Zealand

40%+

of our people work in regional and rural areas

Pictured: Members of our Telecommunications team in Hobart, Tasmania
5

VENTIA ANNUAL REPORT 2025

CONTENTS

MARCH
Defence Base Services extension

~$270m

7-month extension from 1 July 2025

to January 2026 to provide estate

maintenance, living services and support

capability to the Australian Department

of

Defence.

DEFENCE AND SOCIAL INFRASTRUCTURE

JUNE

Tuatahi First Fibre contract

~$100m

5-year contract to deliver fibre

build, customer connections and

maintenance across New

Zealand.

TELECOMMUNICATIONS

APRIL

Transgrid Delivery Services panel

~$240m

3-year delivery services

panel contract with opportunity

for Ventia to deliver projects across

Transgrid's transmission network,

including lines, substations,

commissioning and testing.

INFRASTRUCTURE SERVICES

JUNE

Fibre to the Node (FTTN) x 2

~$1.1b

3.5-year contracts + 2-year extension

options to deliver fibre upgrade

works across Qld, NSW, ACT and Tas

as part of nbn's program to upgrade

the remaining FTTN premises to

the

network.

TELECOMMUNICATIONS

Key wins in 2025

Significant contracts secured across

Ventia's core sectors in FY25.

FEBRUARY

nbn Field Module contract

~$2.1b

5-year contract with 2 + 1-year

extension options to deliver

maintenance and customer

activation services across the

nbn®

network in all of Qld, NSW,

ACT and Tas.

TELECOMMUNICATIONS

Pictured: Telecommunications monopole, Brisbane Queensland

Ventia defines a significant win as any contract award exceeding $100 million.

ABOUT VENTIA

6

VENTIA ANNUAL REPORT 2025

SEPTEMBER
City of Sydney contract extension

~$100m

2-year contract extension to deliver

integrated facilities management services

across 250+ City-owned assets, including

iconic heritage-listed buildings such as

Sydney Town Hall and Customs House.

DEFENCE AND SOCIAL INFRASTRUCTURE

OCTOBER

Defence Clothing Services contract

~$935m

7-year contract + up to a further 13-years

extension option to manage the entire

lifecycle clothing capability for the

Australian Defence Force.

DEFENCE AND SOCIAL INFRASTRUCTURE

SEPTEMBER

Defence Base Services Transformation

packages

~$2.7b

6-year contract with two extension

options of between 1 and 3 years up to

a maximum of 10 years to deliver two

packages across Living and Working

Services in NT, Vic, and Tas, and Asset

Services in WA, Vic, and Tas.

DEFENCE AND SOCIAL INFRASTRUCTURE

DECEMBER

NSW Whole-of-Government Cleaning

~$100m

18 month contract + 1-year extension

option to deliver facilities management,

maintenance and cleaning services to

government property in Western Sydney.

DEFENCE AND SOCIAL INFRASTRUCTURE

7

VENTIA ANNUAL REPORT 2025

CONTENTS

FY25 financial highlights
In FY25, Ventia delivered consistent financial

performance for our shareholders. We reached

a record work in hand of $22.1 billion, including

$8.2 billion work won during the year, providing

a solid foundation for future growth.

Pictured: Transmission line in Port Augusta, South Australia.

ABOUT VENTIA

8

VENTIA ANNUAL REPORT 2025

1. Net profit after tax excluding the after-tax impact of amortisation of acquired intangible assets (NPATA) and earnings before interest, income tax, depreciation and
amortisation (EBITDA) are underlying results, excluding the one-off positive impact of the Toowoomba Second Range Crossing (TSRC) novation.

Total revenue

$6,141.1m

 Increase of 0.6% on FY24

N PATA

1

$ 2 5 7. 6 m

 Increase of 13.0% on FY24

EBITDA

1

$532.1m

 Increase of 6.6% on FY24

EBITDA margin

1

8.7%

 Increase of 0.5 pp on FY24

Operating cash flow conversion

93.6%

 Increase of 2.2pp on FY24

Work in hand

$22.1b

 Increase of 14.4% on FY24

Total dividend declared

23.25 cps

75% payout of NPATA

9

VENTIA ANNUAL REPORT 2025

CONTENTS

Customer focusedInnovativeSustainable Safety and people
Renewal rate

82%

as at 31 December 2025

Innovation partners

20+

in FY25

Scope 1 and 2 emissions reduction

1

22.4%

since 2021

TRIFR

2

2.81

improvement of 15% on FY24

Work won

$8.2b

in FY25

New innovation ideas

300+

submitted in FY25

Electric and hybrid vehicles

13.0%

of light vehicle fleet in FY25

Elevate Index Score

19%

year-on-year improvement

3


Customer satisfaction

86%

Have Your Say survey

VenSpark

6k+

unique users of our ideation platform

Social value contribution

$6.4b

in FY25

Women's participation

50%

of Executive Leadership Team

FY25 non-financial highlights

Pictured: Landscape view from road upgrade works on Beaudesert-Nerang Road, Queensland

ABOUT VENTIA

10

VENTIA ANNUAL REPORT 2025

Customer focusedInnovativeSustainable Safety and people
Renewal rate

82%

as at 31 December 2025

Innovation partners

20+

in FY25

Scope 1 and 2 emissions reduction

1

22.4%

since 2021

TRIFR

2

2.81

improvement of 15% on FY24

Work won

$8.2b

in FY25

New innovation ideas

300+

submitted in FY25

Electric and hybrid vehicles

13.0%

of light vehicle fleet in FY25

Elevate Index Score

19%

year-on-year improvement

3


Customer satisfaction

86%

Have Your Say survey

VenSpark

6k+

unique users of our ideation platform

Social value contribution

$6.4b

in FY25

Women's participation

50%

of Executive Leadership Team

1. Reduction relates to market-based Scope 1 and 2 emissions from a 2021 baseline. Progress on all emission targets is disclosed in our Sustainability Report

pages 190-192, including progress on Scope 3 emissions, which increased in 2025 from a 2021 baseline.

2. Total Recordable Injury Frequency Rate is calculated as a number of recordable injuries divided by total hours worked (inclusive of subcontractors)

multiplied

by 1,000,000 in a 12-month period.

3. Ventia’s Elevate Index consists of eight key leading and lagging metrics which provide an overall safety performance score.

AWARDS AND RECOGNITION

WINNER

2025 Global

Excellence in

Social Value

Award

Social Value Portal

For developing

a measurable,

scalable approach

to social impact

WINNER

Innovation

in Vendor

Technology

Telecommunications

Industry Excellence

Awards - 2025

For state-of-the-art

mobile connectivity

at the Sydney Opera

House – in partnership

with Telstra

WINNER

Operator

and Service

Provider

Excellence

Award

Infrastructure

Partnership

Australia Award -

2025

For Sydney Roads

Asset Performance

Contract (SRAPC)

WINNER

Best Regional

Veteran

Employment

Initiative

2025 Prime

Minister’s

National Veteran

Employment Awards

For Ventia’s

initiatives on veteran

employment across

our business

11

VENTIA ANNUAL REPORT 2025

CONTENTS

12
VENTIA ANNUAL REPORT 2025

Our Defence and Social Infrastructure (D&SI) business is one

of the largest providers of integrated facilities management

in Australia and New Zealand, and a strategic partner to the

Australian Defence Force.

Our capabilities include providing maintenance and support

services to public and private customers across defence,

social infrastructure (education, health and state government),

housing and community (justice and social housing), local

government and critical

infrastructure.

How we work

Our Infrastructure Services business provides comprehensive

and multidisciplinary maintenance and improvement

solutions to owners and operators of critical

infrastructure.

Our capabilities span utilities (energy networks, renewable

assets and water), resources and industrial assets (mining,

oil and gas, manufacturing), and resources development

(minerals, oil and gas) as well as complex and large-scale

environmental remediation and rehabilitation services.

Defence and Social Infrastructure Infrastructure Services

ABOUT VENTIA

NEW CONTRACT

Australian Department of Defence

Defence Base Services

Transformation packages

NEW CONTRACT

Transgrid

Transgrid delivery services panel

NEW CONTRACT

Australian Defence Force

Defence Clothing Services contract

NEW CONTRACT

Elecnor

Tauhei Solar Farm Grid

Connection Assets

CONTACT RENEWAL

City of Sydney

Facility Management Agreement

RENEWAL

Sydney Water (Confluence)

Northern Region

D&SI revenue

breakdown

Infrastructure Services

revenue breakdown

Key project wins in 2025

FY25 sector performance

1

Defence 45%

Social Infrastructure 29%

Community and Housing 18%

Local Government and

Energy Solutions 8%

Defence 45%

Social Infrastructure 29%

Community and Housing 18%

Local Government and

Energy Solutions 8%

Resources 35%

Water and Environment 34%

Energy and Renewables 29%

Professional Services 2%

Resources 35%

Water and Environment 34%

Energy and Renewables 29%

Professional Services 2%

Revenue

$2.4b

EBITDA

$204.6m

EBITDA margin

8.5%

Revenue

$1.4b

EBITDA

$128.7m

EBITDA margin

9.0%

1. Sector splits by end market percentages reflect FY25 total revenue.

13
VENTIA ANNUAL REPORT 2025

Our Telecommunications business is the largest

telecommunications infrastructure services provider in

Australia and New Zealand. We provide end-to-end service

capabilities spanning design, supply, construction, installation,

commissioning and maintenance of the region’s largest fibre

optic, mobile and critical telecommunications networks

and

infrastructure.

Our capabilities include civil construction, energy solutions,

high frequency and wireless networks, operations and

maintenance, project management, engineering and design,

and building management systems and configuration.

Our Transport business provides comprehensive asset

management services to owners of transport infrastructure,

encompassing motorways and tunnels, road networks, rail,

ports, airports, and public transport systems across Australia

and New

Zealand.

Our capabilities include operations, maintenance, and

technology integration across the entire asset lifecycle. We are

the leader in Australia and New Zealand in Incident Response

and our expertise extends to minor capital works, temporary

traffic management, and disaster response and recovery.

TelecommunicationsTransport

CONTENTS

NEW CONTRACT

NBN Co

Field Module Contract and FTTN

Fibre Upgrade works program

NEW CONTRACT

Whangarei District Council NZ

Road Corridor Maintenance contract

NEW CONTRACT

Tuatahi First Fibre

Service Partner Agreement Fibre Build

and Maintenance

CONTRACT EXTENSION

Queensland Department of

Transport and Main Roads

Qld South Coast Road Asset Management

Contract (RAMC)

NEW CONTRACT

Telstra InfraCo

Intercity Fibre Network Shelter Contract

CONTRACT EXTENSION

Thames Coromandel District Council

Maintenance contract

Telecommunications

revenue breakdown

Tr a n s p o r t

revenue breakdown

Fixed Networks 47%

Operations and Services 43%

Wireless 10%

Fixed Networks 47%

Operations and Services 43%

Wireless 10%

Operations and Maintenance 90%

Technical Solutions 10%

Operations and Maintenance 90%

Technical Solutions 10%

Revenue

$1.7b

EBITDA

$208.2m

EBITDA margin

12.4%

Revenue

$643.9m

EBITDA

$49.3m

EBITDA margin

7.7 %

David Moffatt, Chairman (right)
Dean Banks, Managing Director and Group CEO (left)

ABOUT VENTIA

14

VENTIA ANNUAL REPORT 2025

15
VENTIA ANNUAL REPORT 2025

Letter from Chairman and CEO

Dear Shareholders,

On behalf of the Board of Directors, I am pleased

to present Ventia’s Annual Report for the year ended

31 December

2025. FY25 was a year of disciplined

execution and strong performance for Ventia,

as we delivered on our commitment to Redefine

Service

Excellence.

Revenue was $6.1 billion and underlying NPATA reached

$258 million, an increase of 13% on FY24, once again

exceeding our upgraded guidance. This result highlights

the strength of our operating model, margin discipline

and

consistent execution across our business.

Earnings per share reached 30.34 cents over the past

five years, growing at a compound annual growth rate of

15.6%, demonstrating our continued ability to translate

operational performance into shareholder value. Our work

in hand grew by 14.4% to $22.1 billion, including $8.2 billion

of work won during the year, underscoring the strength

of our customer relationships and the resilience of our

diversified

portfolio.

As we reflect on the year’s performance, we remember

the tragic loss of a colleague in November at Port Kembla

steelworks in NSW. This incident was felt deeply across

our

business and is a stark reminder of the importance

of our

people’s health and safety. We remain focused

on learning

from this event and to ensure any insights

contribute

to safer outcomes in the future.

Following the Board’s FY24 review of safety culture and

remuneration frameworks, we implemented enhanced

safety metrics in our Short Term Incentive Plan and

invested

in leadership capabilities. These actions,

combined

with our Elevate Safety program, leader-led

conversations, and targeted injury prevention initiatives,

contributed to a 15% improvement in TRIFR to 2.81.

While

this progress is encouraging, we know there is more

to

do and remain steadfast in our commitment to safety.

Customer focus continued to be a priority in 2025,

resulting

in one of our strongest work-winning years

since

listing in 2021. We secured major wins with

customers

such as NBN Co, the Australian Defence

Force,

and TransGrid, reflecting the strength of our

partnerships, expertise and strong customer focus.

Through our enterprise-wide Voice of Customer program,

we embedded the 'Listen - Understand - Act' framework

across all sectors. Feedback from over 700 customers

delivered actionable insights, with 86% reporting high

satisfaction and 81% agreeing Ventia is easy to do

business


with.

Sustainability remains a core commitment. We achieved

a 22.4% reduction in Scope 1 and 2 emissions (market-

based) from our 2021 baseline, and reduced our

Scope

1 and 2 emissions intensity by 1.9% from FY24,

reaching 6.4 tCO₂

-e/

$million, supported by continued

electrification of our fleet, with 13% of our light vehicle

fleet electric vehicles or hybrids. As we grow, Scope

3

emissions remain a challenge, increasing by 28%

from our 2021 baseline, which reinforces the need

for continued collaboration with suppliers. In the

area

of Social Sustainability, Ventia was honoured

with

the Global Excellence in Social Value award

for

our pioneering work in measuring and creating

social

value.

“

C ustomer focus continued to

be a priority in 2025, resulting

in one of our strongest work-

winning years since listing

in

2021.

”

Ventia is a leading essential services provider

across Australia and New Zealand delivering

critical infrastructure solutions in defence

and social infrastructure, telecommunications,

infrastructure ser vices and transport.

CONTENTS

16
VENTIA ANNUAL REPORT 2025

Your Board remains committed to delivering long-term value

and governance excellence. In February 2025, we welcomed

Amy Jackson as Group General Counsel, further strengthening

our legal and governance capabilities. We continued to

advance our digital and innovation agenda, building on

our Responsible Artificial Intelligence (AI) framework and

implementing the next phase of

our AI strategy. This included

introducing agentic AI solutions to enhance intelligent

information retrieval and automate multi-step workflows

across our business. Additionally, our VenSights platform

now

incorporates predictive analytics, enabling more

informed and

proactive decision-making.

“

We continued to advance our

digital and innovation agenda,

building on our Responsible

AI

framework and implementing

the next phase of our

AI

strategy.

”

In February, we launched an on-market buyback of up

to $150 million to efficiently return capital to investors,

with $137.6 million returned to shareholders during 2025.

We

also announced a further $100 million to be deployed

under our buyback program in 2026, bringing the total

buyback across 2025 and 2026 to $250 million. In addition,

a

final FY25 dividend of 12.54 cents per share was declared,

taking the total FY25 dividend to 23.25 cents per share,

franked

at 90%, underscoring our commitment to delivering

strong shareholder returns.

As part of strengthening our leadership and ensuring

continuity for future growth, we implemented changes to

our

Executive Leadership Team during the year. These changes

reflect our commitment to succession planning and to provide

long-standing executives with opportunities to broaden their

experience and take on new challenges. Key appointments

included Mark Ralston assuming leadership of Defence and

Social Infrastructure (D&SI), Sarah Palmer joining Ventia

to lead our Telecommunications business, Derek Osborn

taking responsibility for Innovation and Transformation, and

Damien

Pedreschi, our long-standing New Zealand executive,

stepping into the role of Group Executive for Transport.

Pictured: Technician performs fibre upgrade work for Tuatahi

Hamilton, New Zealand

ABOUT VENTIA

“
T o efficiently return capital to

investors an on-market buyback

of up to $150 million was

launched, with $137.6 million of

capital returned to shareholders

during 2025. We also announced

an additional $100 million to be

deployed under our buyback

program in 2026, bringing the

total buyback program across

2025 and 2026 to $250 million.

”

Looking ahead, Ventia is well-positioned to capture growth

across our $86.8 billion addressable market, which is forecast

to exceed $100 billion by FY28. We will continue to pursue

opportunities in adjacent markets, support the energy

transition, and deliver innovative solutions that meet the

evolving needs of our customers.

Thank you to our 35,000-strong team for your dedication

and professionalism. To our customers and shareholders,

thank

you for your continued trust and support.




D

avid Moffatt

D

ean Banks

Chairman Managing Director



an

d

G

roup CEO

Pictured: Members of Ventia's Water team

17

VENTIA ANNUAL REPORT 2025

CONTENTS

Pictured: Landscape view from a Ventia telecommunications work site, Hobart, Tasmania
Our strategic

approach

Ventia’s strategy of Redefining Service Excellence is

central to how we create value for our stakeholders,

and is brought to life by the pride and passion of our

people. We differentiate ourselves by being customer

focused, innovative and sustainable.

Our strategy and the scale of our addressable market underpins our ambition to grow across our four

core sectors: Defence and Social Infrastructure, Infrastructure Services, Telecommunications, and

Transport. In

2025, we continued to grow across our core markets and build further momentum in our

cross

-s

elling initiatives. Looking ahead, we will continue to progress these initiatives and assess opportunities

that

are ‘close to core’ that leverage Ventia’s strengths, while carefully balancing any associated risks.

OUR STRATEGIC APPROACH

18

VENTIA ANNUAL REPORT 2025

How we Redefine Service Excellence
Defence and Social

Infrastructure Infrastructure ServicesTelecommunications Tr a n s p o r t

Building on our 36+ year-long

relationship with Defence,

we are well placed to grow

our services to further

support defence capability

investment. Rising demand

for healthcare and education

infrastructure also further

strengthens our long-

term outlook to support

community needs.

We are well positioned to

capture growing demand

in energy and renewables,

water security and

environmental services that

is being driven by the energy

transition. Our strong market

position provides growth

opportunities as asset

owners seek to extend asset

life and improve resilience.

We are in a strong position

to capture growth from

the evolution of digital

infrastructure, including

fibre upgrades, data centres,

and emerging technology.

We are deepening ties and

building partnerships with

major network operators and

unlocking adjacent market

opportunities with our

existing capabilities.

Urban growth and resilience

programs are driving strong

demand for integrated road

services. With a focus on

long-term operations and

maintenance contracts

across Australia and New

Zealand, our proven track

record makes us a trusted

partner in sustaining vital

transport infrastructure.

Our strategic focus across our four sectors

Customer

focused

Redefining

Service

Excellence

Innovative

Sustainable

Deliver better customer solutions

Be renowned for solving customer

problems and creating value in new

and different ways

Better understand

our customers

Evolve our Voice of the Customer

program to listen, understand and act

Deliver high standards of corporate governance

Exceed industry and society’s expectations

of

our corporate behaviour

Net zero emissions goal

Emissions reduction plan supports

resiliency and decarbonisation of

operations

Drive positive social outcomes

Leadership in social value measurement with

demonstrated outcomes in fairness, inclusion and respect

Drive productivity

Simplify and standardise

to unlock the full

power of our scale

to create value

Renew customer

contracts

Success of all major

renewals ($100m+)

Enhance data and analytics

Harness data, AI and other emerging

technologies to drive transparent

and smarter decision-making

Secure new customers

Continuous improvement in bid

success rate by bringing a whole-of-

Ventia approach to new bids

19

VENTIA ANNUAL REPORT 2025

CONTENTS

How we create value
At Ventia, our approach to value creation

is guided by the International Integrated

Reporting Council’s (IIRC) International

Integrated Reporting Framework,

which demonstrates how our strategy

transforms inputs into our

business into

sustainable value for our stakeholders

over time.

We have a workforce of 35,000 employees and

subcontractors. By leveraging the deep knowledge

and expertise of our people, and maintaining

a relentless focus on service excellence and

innovative solutions, we build strong, long-term

partnerships with our customers. We foster a culture

of safety, fairness, inclusion and respect by driving

accountability and embedding these practices across

our business. This approach ensures our people

work in a safe, diverse and supportive environment,

while

strengthening trust with our customers.

Ventia generates employment and economic

activity that contributes to the growth of local and

regional communities across Australia and New

Zealand. Our diverse supply chain, comprising of

over 12,000 suppliers, reflects our commitment to

supporting local, Indigenous and social enterprises.

By doing business with a broad range of partners,

we help drive economic growth in regional and

local


communities.

We take a proactive approach to managing

environmental impacts, operating responsibly and

addressing climate-related risks and opportunities

throughout our business. This includes monitoring

and measuring waste generation, energy

consumption, and greenhouse gas emissions

– both direct and indirect – across our value

chain. These

actions support our commitment to

sustainability and our goal of achieving net zero

emissions by 2050. For more details on our climate

transition progress, refer to our Sustainability

Report on pages 172-206.

For shareholders and the investment community,

we are committed to delivering consistent financial

growth and rising dividends. We

undertake capital

initiatives that support business growth and create

value for our shareholders. Maintaining a strong

balance sheet and robust risk management practices

remain central to safeguarding our business and

providing a reliable investment pathway for our

shareholders. For more information on our financial

performance, refer to our

Operating and Financial

Review on pages 52-65.

InputsValue drivers

Highly engaged and

capable workforce

We have a workforce of

35,000 full

-t

ime, part-time

and subcontractor

employees

who have deep knowledge

and experience across our

industr y

sectors.

Physical assets

and data analytics

We leverage our operating assets,

offices, technology and data

analytics

to optimise efficiencies

and enhance our decision-making.

Trusted and long-term

partnerships

We have strong and long-term

relationships with our customers

and stakeholders across a range

of sectors. We have a national

reach so

we can scale quicky

for our customers.

A strong balance sheet

and risk management

We have a strong balance sheet,

disciplined capital management

and robust risk management.

A commitment to supporting

local communities

We are committed to supporting

local communities across Australia

and New Zealand through delivering

on our social value framework and

creating a positive social impact.

Commitment to creating

a resilient and healthy

environment

Our focus on our environmental

impact helps us to deliver positive

change for our people, communities

and the environment. We use

renewable and non-renewable

environmental


resources.

Human and

intellectual

capital

Relationship

capital

Manufactured

capital

Financial

capital

Environmental

capital

Social

capital

20

VENTIA ANNUAL REPORT 2025

OUR STRATEGIC APPROACH

We create an engaged, capable
and high-performing workforce

that operates in a safe, diverse

and inclusive environment.

Thriving people

By creating opportunities for local

people and communities, we are

contributing to long-term community

development and delivering positive

social value.

Flourishing

Communities

We aim to deliver sustainable financial

growth for our shareholders through

consistent year-on-year performance

and a sustainable dividend.

Operating and financial

performance

We deliver our Transition Plan to

achieve our emissions targets,

including towards net zero by 2050.

We are committed to resource

efficiency and climate resilience.

Championing

sustainability

We successfully build strong and

long-term partnerships with our

customers through delivering

service excellence.

Stronger customers

The value we create

We create value through the

development of a local and

diverse supply chain across over

12,000+ suppliers and vendors.

We

strive to advance sustainable

and ethical procurement.

Local and diverse


supply chain

Value creation

Defence & Social

Infrastructure

Infrastructure

Services

TelecommunicationsTransport

S

e

r

v

i

c

e

s

M

a

i

n

t

e

n

a

n

c

e

O

p

e

r

a

t

i

o

n

s

Sustainable

focused

Innovative

Redefining

Service

Excellence

We create value through the services we provide

21

VENTIA ANNUAL REPORT 2025

CONTENTS

Our operating market
Outsourced Maintenance Services'

addressable market size

Our addressable market continues to demonstrate strong

momentum. Oxford Economics Australia estimates its value

at

$86.8 billion in FY25 and forecasts a compound annual

growth rate (CAGR) of 4.7%, reaching $104.4 billion by FY29.

This growth reflects a significant opportunity to deliver

essential services that support Australia’s evolving needs.

Over the next five years, infrastructure investment in Australia

is expected to shift from transport – which has seen elevated

spending in recent years – toward social infrastructure,

defence, energy, and utilities.

Australia is experiencing sustained growth in demand

for essential infrastructure, driven by population growth,

an ageing demographic, continued migration and

increased defence investment. These structural shifts

are

elevating requirements across health, social and

defence assets nationwide.

In parallel, the energy transition and rapid expansion of

digital

infrastructure, including data centres, are creating

significant long-term investment needs. Together, these

macro trends signal a robust and enduring pipeline of

infrastructure activity across Australia.

Read more about these market drivers on pages 24-25.

1. Oxford Economics Australia (2025). Refers to financial years ended 30 June. Numbers represent current price (nominal value).

Australia and New Zealand ($b)

1

FY25

26.8

11.3

38.2

10.5

86.8

FY26

28.2

11.9

41.0

10.3

91.4

FY27

29.6

11.8

43.2

9.9

94.5

FY28

31.3

11.9

45.7

11.5

100.4

FY29

32.9

11.8

47.6

12.1

104.4

Defence and Social Infrastructure

Telecommunications

Infrastructure Services

Transport

C AGR: 4.7%

Pictured: Team members of our Energy Networks and Renewables business work on a distribution maintenance project in Blairgowrie, Victoria

22

VENTIA ANNUAL REPORT 2025

OUR STRATEGIC APPROACH

Pictured: Image of a wind turbine. Ventia supports Powerlink in delivering grid connection assets linking the Boulder Creek Wind Farm to Queensland's electricity grid
23

VENTIA ANNUAL REPORT 2025

CONTENTS

Pictured: Road upgrade works on Beaudesert-Nerang Road for Department of Transport and Main Roads, Queensland
Market drivers

The infrastructure and maintenance services market across Australia and New Zealand

is shaped by a range of key demand drivers. These factors influence the demand for new

projects, ongoing maintenance needs and investment across our four key sectors.

Population growth

Population growth remains a powerful long-term driver of

Ventia’s demand. Australia's population growth is strong,

returning to a sustainable 1.5% in FY25 as migration stabilised.

The outlook remains highly positive with increasing density

in urban centers driving investment in roads, rail, water, and

energy networks, creating enduring opportunities for Ventia

to

deliver essential services and infrastructure. These factors

drive increased operations and maintenance (O&M) needs to

keep ageing assets reliable, and targeted upgrades to relieve

pressure and extend asset life. Over time, population growth

supports steady increases in maintenance volumes, offering

resilience and predictability compared to the cyclical nature

of

new construction.

1. Australian Bureau of Statistics (2024-25), Australian System of National Accounts, Table 63, ABS website.

Large and growing asset base

Australia’s non-dwelling construction net capital stock was

just under $4 trillion in FY25

1

, reflecting steady growth across

transport, utilities and social infrastructure. While growth

has moderated post-resources boom, asset utilisation

has intensified and networks are being pushed harder

and

longer, driving up maintenance demand.

Looking ahead, deferred renewals and maintenance backlogs

are driving catch-up dynamics. These trends reinforce a

resilient and defensive growth outlook for maintenance

services through at least the remainder of the decade,

underpinned by the scale of Australia and New

Zealand’s

infrastructure footprint.

Outsourcing and bundling opportunities

Outsourcing remains a stable and strategic trend in

infrastructure maintenance, with Oxford Economics

Australia forecasting an approximate 59% share through

to FY29. As asset owners face rising utilisation and ageing

networks, outsourcing offers cost-effective access to

specialised capabilities.

Increasing government fiscal constraints and pressure for

cost

competitiveness in the private sector further reinforce

the

n

eed to outsource, ensuring efficiency and reliability without

expanding fixed overheads. While occasional insourcing occurs,

national demand for integrated service models and performance-

based delivery continues to favour external providers.

For Ventia, there is long-term resilience in the contracting

sector across defence, utilities, transport, and social

infrastructure, with outsourcing levels expected to hold

firm

into the future.

Pictured: Members of Ventia's Rig and Well Services team, Olympic Dam,

South Australia

OUR STRATEGIC APPROACH

24

VENTIA ANNUAL REPORT 2025

1. Australian Government – Department of Defence, 'A generational investment in Australia’s Defence', Media Release, 14 May 2024.
Energy transformation and climate resilience

A need to respond to climate change is driving a profound

energy transformation and reshaping infrastructure across

Australia. This shift goes beyond a need to replace ageing

fossil fuel sources with renewables, and it includes new

system electrification, like electric vehicles, and new energy

loads like data centres. It will require significant expansion of

transmission networks, and over 10,000 km of new lines are

planned by 2050, with major projects like HumeLink, Marinus

Link and Western Renewables Link underway.

While renewable assets require less maintenance, their

geographic spread and system complexity create sustained

demand for inspections and field services.

At the same time, rising frequency and severity of extreme

weather events, such as Cyclone Alfred, are exposing

vulnerabilities in transport and utility networks.

Climate adaptation is now central to planning, with resilience

upgrades like flood-proof roads, elevated rail, and reinforced

water systems driving long-term maintenance and minor

capital works across energy, utilities, and transport.

Geopolitics and defence

Geopolitical tensions and evolving defence priorities are

reshaping Australia and New Zealand’s infrastructure

landscape. National security and supply chain resilience are

critical to the sovereignty of both nations, driving sustained

investment in defence capabilities.

Increased regional instability and the Australian Government’s

reaffirmation to lift Defence spending to exceed 2.3% of

GDP by 2033-34

1

contribute to investment in defence assets.

This creates long-term demand for maintenance, asset

management, and minor capital works across secure and

remote environments.

For Ventia, the opportunity lies in delivering reliable,

compliant, and scalable asset management solutions across

defence, border protection, and critical supply chain assets.

As defence infrastructure expands and ages, sustaining

defence capability will increasingly depend on integrated

asset management to ensure availability, resilience, and

performance of critical assets well into the next decade.

Digitalisation, technology and AI

In a labour-and capital-constrained world, technology

adoption and integration are key levers for improving

productivity. As infrastructure demand surges - driven by

population growth, energy transformation, defence uplift,

and water security - digitalisation and automation become

essential

investments.

Predictive maintenance using Internet of Things (IoT) and

analytics reduces reactive work and extends asset life. Remote

inspections via drones and robotics enhance safety and

coverage. Digital work orchestration improves efficiency, while

geospatial and digital twin tools guide resilience investments

and multi-utility coordination.

These technologies not only lift productivity but also unlock

new outsourcing opportunities, as customers seek scalable,

data-driven partners to manage complex functions.

For Ventia, tech-enabled service models are central to meeting

rising demand with speed, precision, and cost-effectiveness.

Pictured: Members of Ventia's Firefighting and Rescue team, Edinburgh,

South Australia

Pictured: Ventia business graduate with a mentor at our Parramatta office,

New South Wales

25

VENTIA ANNUAL REPORT 2025

CONTENTS

Accelerating our innovation
and digital transformation

2025 was a year of purposeful progress across our digital and innovation functions. We modernised

platforms, strengthened cybersecurity and further embedded responsible AI. Each initiative

reflects our

commitment to delivering smarter, safer, and more connected services for our

customers and communities.

Building on our AI capabilities

During the year, Ventia focused on establishing the foundations

required to safely and responsibly deploy artificial intelligence

(AI) at scale. This included investment in governed, reusable

data products, consolidating more than 18 billion lines of

data to support consistent insights and future AI enablement.

Innovation is channelled through Venspark, Ventia’s enterprise

ideation platform with over 6,000 users, providing a structured

front door for frontline-led ideas aligned to business priorities.

In parallel, Ventia has developed a best-in-breed technology

ecosystem to support rapid prototyping and evaluation of

AI-enabled solutions, ensuring the organisation is positioned

to accelerate adoption while maintaining strong standards

for security, risk and governance. For example, our Supplier

Selection AI Agent screens new suppliers using a range of

metrics, while our Employee Onboarding AI Agent seamlessly

handles system updates, equipment provisioning, and

account


setup.

VenSpark

launch of new innovation ideation

platform

~18 billion

rows of data processed through our

data product platform

941k+

calls managed by Ventia's Operation

Centre

Highlights

Pictured: A Ventia employee presents her ideas at a team meeting in Victoria

Pictured: A Ventia technician maintains critical digital infrastructure at a

data centre in Sydney, New South Wales

26

VENTIA ANNUAL REPORT 2025

OUR STRATEGIC APPROACH

Maturing our cybersecurity posture
In 2025, Ventia achieved ISO 27001:2022 certification, validating

our commitment to best-practice information security. We also

further invested in data

loss prevention, perimeter defence

upgrades, and phased out portable storage devices to reduce

risk exposure.

To improve resilience and incident response, we uplifted maturity

against the Australian Cyber Security Centre’s Essential Eight

Framework. Looking ahead, we will continue to invest in

advanced security capabilities, strengthen threat detection

and response, and embed cyber resilience across our business

keeping Ventia ahead of emerging risks.

Innovating with everyone – VenSpark

Ventia launched VenSpark in 2025, an enterprise-wide

innovation and ideation platform designed to transform

ideas into practical solutions that deliver measurable impact.

Built as a centralised hub within Microsoft Teams, VenSpark

empowers every employee to contribute, collaborate, and

innovate in line with our strategic priorities.

Through structured campaigns and AI-enabled processes,

VenSpark simplifies the innovation journey, from harnessing

collective intelligence to accelerating problem-solving, and

delivering operational improvements. Since its launch, there

have been over 19,000 visits by employees to the platform

and more than 300 innovation ideas have been submitted.

A

number of these have already advanced to implementation.

One of these ideas is PicSure, an AI-driven solution that

reviews photos submitted at work completion, ensuring

adherence to quality standards and reducing manual effort.

With nineteen million artefacts reviewed monthly, PicSure

delivers significant time and cost savings, minimises rework,

and enhances customer satisfaction.

Transforming Ventia Operations Centre (VOC)

Our Ventia Operations Centre (VOC) serves as our digital

and innovation hub, operating 24/7 to deliver inbound and

outbound customer service. The VOC plays a

critical role

in incident management, work order coordination, service

scheduling and customer management, and provides remote

monitoring and custom built analytics to our teams across

Australia and New Zealand.

This year, we progressed our AI roadmap in the VOC, using

call

summarisation and natural language processing to

reduce administrative overheads and improve documentation

accuracy. AI-driven knowledge surfacing and intelligent

routing have further enhanced resolution speed and

uplifted

service performance for our customers.

Data analysis and governance

Throughout 2025, we continued to modernise our Enterprise

Reporting Platform (ERP), which digitally supports Ventia’s

entire enterprise. High-quality data from across our business

feeds into VenSights, our digital analytics platform, providing

real-time performance insights across business units and

generating more than 200 reports.

Within VenSights, Project on a Page delivers comprehensive,

on-demand data for individual projects, helping identify and

manage risk while supporting higher standards of corporate

governance. Looking ahead, we will optimise reporting

through AI-powered features in Power BI, accelerating

speed

to insight and driving productivity for our customers.

Looking forward

Looking ahead, we will continue to scale agentic AI, expand

remote operations, and strengthen our digital foundations,

moving Ventia to a deeply integrated, enterprise wide

technology ecosystem. This shift reduces manual work,

improves data quality and positions us to deploy new

capabilities faster and at scale.

Pictured: Ventia employees collaborate in our Arndell Park depot office,

New South Wales

Pictured: Members of Ventia's Defence team collaborate with Defence

personnel at AMC CUF, Western Australia

27

VENTIA ANNUAL REPORT 2025

CONTENTS

Thriving people
Pictured: Members of Ventia's

Transport team attend an innovation

trial in Melbourne, Victoria

28

VENTIA ANNUAL REPORT 2025

THRIVING PEOPLE

0.20
in FY25

Delivering on our SHEQ strategy

Our 2025–2028 Safety, Health, Environment and Quality

(SHEQ) strategy underpins safety at Ventia and sets out the

principles embedded across our daily operations. Through

implementing our SHEQ strategy, we are focused on elevating

our safety culture where risks are well-managed, people feel

safe, healthy and supported, and operational outcomes are

consistently and safely delivered.

Key initiatives in 2025 included revitalising our critical

risk

protocols, simplifying processes, integrating

advanced

analytics, and optimising our SHEQ operating

model. These efforts have resulted in 15% improvement

in


our


TRIFR.

We have an unwavering commitment to safety, however

we are deeply saddened to report the loss of a Ventia team

member in November 2025. This event has reinforced the

critical importance of our safety practices and culture. In

response, we have intensified our efforts to learn from this

tragedy and ensure safety remains our highest priority.

 d eterioration on

full year 2024 by 54%

SIFR

3

TRIFR

2

2.81

in FY25

 i mprovement on

full year 2024 by 15%

0.29

0.11

0.13

2022202320242025

0.20

2022202320242025

2.81

3.71

3.293.31

433+

Safe for Life frontline

leaders trained

190+

Healthy Minds Champions

in 2025

59%

increase in 4-and 5-Star

1


Ventia drivers

Safety is our licence to operate

The health and safety of our people remain Ventia’s highest

priority. Our commitment to creating a safe and healthy

workplace is underpinned by a culture of ownership and

accountability. Through strong governance, leadership,

and operational discipline, we empower our teams to

proactively identify, manage, and mitigate safety risks.

1. Measured by EROAD. Star ratings are based on driver standards in comparison to EROAD driving population. To be a 5-star driver, you need to be in the top 10%

of the EROAD driving population.

2. Total Recordable Injur y Frequency Rate is calculated as a number of recordable injuries divided by total hours worked (inclusive of subcontractors) multiplied by

1,000,000 in a 12-month period.

3.


S

erious Injur y Frequency Rate is calculated as the number of serious injuries divided by total hours worked (inclusive of subcontractors) multiplied by 1,000,000 in a

12-month period.

29

VENTIA ANNUAL REPORT 2025

CONTENTS

Elevate Index
Now in its second year, the Elevate Index continues to play

a strategic role in strengthening safety performance across

Ventia. Developed in 2023 and trialled throughout 2024,

this dashboard-based tool analyses eight key lead and lag

indicators, tailored annually to reflect operational complexity,

market conditions, and key risks. In 2025, the Index was

fully embedded into our operational processes with regular

reporting driving targeted safety outcomes. These included

a 14% increase in completion of SHEQ compliance training

1


and a 245% increase in actions raised from Leader Learning

Conversations

2

. Collectively, these actions and others have

contributed to a 19% year-on-year improvement in our

Elevate

score.

Critical risk management

In 2025, we refreshed and strengthened our Critical Risk

Protocols (CRPs), placing greater emphasis on operational

controls and continuous improvement. These protocols

ensure consistency, control, and safety across our workplaces,

reinforcing our commitment to risk management and

operational excellence.

Key enhancements included additional controls for high-

risk activities such as additional permit requirements for

working at heights, spotter requirements for plant and

vehicle movements and simplifying language to ensure clarity

and consistent implementation. These have strengthened

Ventia's safety governance and reinforced our commitment

to proactive risk management.

Pictured: Member of Ventia's Water team secures personal protective

equipment before performing work

1.

S

HEQ Employee Induction training increased by 14% from 19,060 in F Y24 to 21,814 in F Y25.

2.

There was a 245% increase in actions from Leader Learning Conversations increasing from 1,718 in F Y24 to 5,931 in F Y25.

In 2025, we established six new Centres of Excellence

to centralise our SHEQ capabilities across Australia and

New Zealand. This move has driven standardisation,

fostered collaboration, and embedded enterprise-level

thinking throughout our organisation.

Elevate Index chart

Ventia's Elevate Index assesses and benchmarks our safety performance

across eight key metrics providing detailed insights on where and how we

can deliver sustained safety performance.

Leader Learning

Conversations

with Actions

Preventable

Driving

Events

Compliance

Training

Critical Risk Protocols

Assurance Quality

Serious Claim

Frequency Rate

Continuous

Improvement

Critical Event

Action Verification

Total Recordable Injur y

Frequency Rate (TRIFR)

40%

80%

30

VENTIA ANNUAL REPORT 2025

THRIVING PEOPLE

Road safety: safe driving excellence
Driver safety remains a critical focus for Ventia. In 2025,

over 5,000 drivers travelled more than 118 million kilometres

across Australia and New Zealand. Recognising driving and

remote travel as high-risk activities, we prioritised safe

driving

behaviours through our annual All Roads Lead to

Home campaign.

This enterprise-wide campaign delivered targeted education,

practical resources, and masterclasses, resulting in measurable

improvements in driver behaviour. Through our EROADs

1


platform, we recorded a 25% reduction in driving events and a

44% drop in overspeed incidents. The introduction of a Vehicle

Claims Dashboard further enhanced visibilit y and accountabilit y,

reinforcing the effectiveness of our data-driven approach to

managing critical driving risks.

Protecting our environment

We continue to strengthen our approach to environmental

risk management, recognising the potential for impact

across our diverse operations. In 2025, our Total Recordable

Environmental Event Frequency Rate (TREEFR) remained

stable, driven by early detection and targeted controls,

particularly around waterway contamination risks. In FY25

Ventia recorded one serious environmental event.

2

Over 2,200 environmental critical control checks were

completed, reflecting a 7% increase on FY24 and a shift toward

proactive, embedded risk management. Our Environmental

Awareness Training program also expanded, with more

than 5,400 employees trained to apply our environmental

standards and systems, reflecting a culture of environmental

responsibility and continuous improvement. By working

closely with stakeholders, we continue to build

a workforce

that understands its role in protecting the environment and is

actively engaged in delivering better outcomes.

Healthy minds

Ventia’s proactive approach to managing psychosocial risk is

a key safety priority. In 2025, we collaborated with HSE Global

to deploy the Psychosocial Risk Index, mapping employee

feedback to identify and mitigate risks such as workload,

bullying, and change fatigue. We expect to understand the

full

impact of the new index in 2026.

Psychosocial hazard reporting is embedded in our SHEQ

systems, enabling real-time visibility and response. Over

190 Healthy Minds Champions at Ventia continue to foster

psychological safety through peer-to-peer support, while

psychosocial heatmapping helps identify emerging trends

to

guide leadership action.

Pictured: Ventia graduates collaborate on a project at our Parramatta

office, New South Wales

Pictured: Team members from our Energy Networks and Renewables

business onsite in Western Australia

1.


E

ROAD is Ventia's fleet management and technology partner.

2.


S

erious Environmental Event – an environmental event that has an actual consequence risk rating of substantial or major.

2026 focus

Looking ahead, our strategic objectives for 2026 will continue

to improve the safety, health, and wellbeing of our people by:

• further embedding the Elevate Index to measure and report

on Ventia's safety progress

•

deepening collaboration between our people and

leaders through shared accountability for risk awareness

and

ownership, with targeted leadership interactions as

a

key enabler

•


d

riving targeted action plans in response to insights from

the Psychosocial Risk Index to strengthen controls and

reduce risks

•

streamlining systems and investing in technology and

innovation, such as AI, to reduce variability and enable

continuous improvement across SHEQ processes

•


b

enchmarking performance and tracking global trends

to

accelerate our journey toward industry-leading safety

and

wellbeing practices.

31

VENTIA ANNUAL REPORT 2025

CONTENTS

People are at the heart of our success
At Ventia, people are at the heart of our success. We strive to create a workplace where

everyone feels safe, valued, heard, and empowered to succeed. Our culture is shaped by

four core

values: collaboration, integrity, challenge, and ingenuity, which guide how we work

together and deliver for our customers and communities.

Pictured: Team toolbox talk performed by members of Ventia's Auckland Council team, New Zealand

We launched a refreshed three-year People Strategy in 2025

focused on elevating our leaders, growing our people, and

ensuring Ventia remains a great place to work. Through our

enterprise Voice of Stakeholder program, we conducted our

annual Employee – Have Your Say sur vey, gathering direct

feedback from our people. Using a new survey platform, we

gained insights across five areas: engagement, intent to stay,

reality versus expectations, inclusion, and wellbeing.

The survey achieved an engagement score of 63%, setting a

new benchmark and notably, 76% of our people believe Ventia

prioritises safety and wellbeing and 75% feel Ventia is values

and culture driven.

We are focused on improving our employee experience

and have introduced initiatives focused on leadership

development, enhanced benefits, recognition programs and

career growth opportunities to further support and empower

our workforce.

Highlights

75%

employees said Ventia is

values and culture driven

550+

leaders trained by Ventia

Academy in FY25

24

Enterprise and Collective agreements approved

in Australia and New Zealand in FY25

32

VENTIA ANNUAL REPORT 2025

THRIVING PEOPLE

Building capabilities across our business
We launched a new framework called Leadership Edge in 2025

that defines what great leadership looks like across Ventia

and describes our five core leadership pillars: Lead Safety and

Health, Lead Redefining Service Excellence, Lead and Develop

People, Lead Enterprise Impact and Lead Positive Change.

This framework will shape our leadership development

programs and pathways, inform our selection processes, and

help us build a strong, inclusive, and values-driven leadership

culture. We also rolled out Performance Scorecards for our

top 400 leaders, promoting transparency, responsibility,

and

alignment.

Our Ventia Academy, a hub for internal training and

development, supported workforce capability development

by training a total of 550+ leaders in 2025. Our Registered

Training Organisation in Australia enabled 698 employees to

gain nationally recognised qualifications and 326 achieved

job-specific Certificate II – IV and Diploma credentials. In

New

Zealand our Training Education Organisation enabled

231

employees to gain nationally recognised competencies.

Pictured: Members of Ventia's New Zealand team present at a community event at the Rapaki Marae in Christchurch, New Zealand

Pictured: Works in progress at the Square Kilometre Array Observatory

(SKAO) telescope site in Murchison, Western Australia

People systems and governance

We continued to improve our people systems and

processes in 2025, including launching a new talent

acquisition platform to enhance recruitment and

onboarding. Our refreshed career sites, available both

externally and internally, resulted in an uplift in talent

acquisition and streamlined our recruitment processes.

These sites now offer a mobile-friendly interface for

candidates, employees, and hiring managers, supported

by

customised job alerts and chatbot support.

We developed a new onboarding platform, which is now

simpler, with practical tools to help new team members feel

welcomed and supported from day one. This will be formally

launched in 2026 and further improvements to our people

systems are planned in the year ahead.

We have also reinforced governance in our people

processes by centralising enterprise bargaining, supporting

our Enterprise Agreements in Australia and Collective

Employment Agreements in New Zealand. This drives

greater consistency, compliance, and transparency in

industrial relations.

Making strides on our people strategy

Through our People Strategy and the delivery of our 2025

initiatives, we achieved measurable impacts including

a reduction in overall voluntary full-time and part-time

employee turnover from 18.7% in FY24 to 16.6% FY25.

We

approved 21 Enterprise Agreements in Australia, and

3 Collective Employment Agreements in New Zealand.

We also maintained women’s representation at executive

and senior levels and continued narrowing the gender

pay gap, which is discussed in more detail in the Fairness,

Inclusion and Respect section on pages 34-35.

33

VENTIA ANNUAL REPORT 2025

CONTENTS

Building a culture of fairness, inclusion and respect
In 2025, we published our Fairness, Inclusion and Respect Policy, setting clear expectations

for how we engage with our workforce, partners, and the communities we serve. This policy

reflects Ventia’s values, aligns with anti-discrimination and workplace legislation in Australia

and

New Zealand, and supports our broader sustainability and social value commitments.

Fairness, inclusion and respect in action

We embedded eight employee networks in 2025 to strengthen

engagement and provide a safe space for employees to

connect and share perspectives. Our employee network

groups include men’s health, women’s network, rainbow,

intercultural, and Aboriginal and Torres Strait Islander, each

supported by executive sponsors. We also continued to

invest in building the capability of our fairness, inclusion

and

respect champions.

Reconciliation activities in Australia

We further advanced our commitment to reconciliation

through the delivery of our 2023–2026 Stretch Reconciliation

Action Plan (RAP). Of the 87 actions scheduled in 2025, across

four pillars including relationship, respect, opportunities,

and governance, we successfully completed 85 reflecting

our

strong focus on accountability and impact.

Two of these initiatives are setting leadership targets to

increase Indigenous representation in senior roles and

establishing the Eddie Fry Education Fund, in honour of the

retiring Chair of our Indigenous Advisory Board (IAB), Eddie

Fry. The fund is designed to provide financial assistance to

Indigenous employees so they can pursue further education

and build long-term career opportunities.

We enhanced our cultural learning pathway by renewing

our

online training and introduced a half-day training option.

We furthermore refreshed our IAB charter and appointed

a new Chair. The IAB continues to provide regular updates

to Ventia’s Safety and Sustainability Committee, ensuring

transparent oversight of our reconciliation progress.

Our Training, Recruitment, Employment, Care and Career

Advancement (TRECCA) program and internal recruitment

team, Skout, created meaningful employment opportunities

for Aboriginal and Torres Strait Islander peoples, resulting

in Indigenous representation reaching 3.3% of our

Australian

workforce.

Our latest engagement results show that nearly 70% of our

people believe Ventia fosters a culture of fairness, inclusion

and respect. To strengthen these practices, we established

a cross-functional working group comprising employees in

recruitment, retention, procurement, communications and

governance. This group is focused on driving accountability

and embedding fair, inclusive and respectful practices across

the organisation.

Fairness, Inclusion and Respect Principles

FairnessInclusionRespect

We give everyone

a fair go. We

ensure everyone

has a genuine

and equal

opportunity to

succeed.

We uphold a

culture where

everyone feels

they belong,

are heard, and

can make a

meaningful

impact.

We treat each

other, and

everyone we work

with, with respect.

This includes

how we engage

with suppliers,

customers, and

community

members.

“

A highlight for me this year was attending the Safety and Sustainability Committee

of the Ventia Board. It gave me valuable insight into the Committee’s expectations,

and I was able to share the expectations of IAB members and the broader

community. I saw this as a strong demonstration of Ventia’s commitment to

good governance and to including Indigenous voices in key decisions.

”

Belinda Duarte – Chair of Indigenous Advisory Board

Pictured: Ventia Women's networking conference in Auckland, New Zealand

34

VENTIA ANNUAL REPORT 2025

THRIVING PEOPLE

Māori and Pasifika inclusion in Aotearoa
We delivered significant milestones to uphold Te Tiriti

o Waitangi and embed Māori mātāpono (values and

principles) throughout the year. This included nationwide

cultural celebrations, advancing Te Wiki o te Reo Māori

initiatives and introducing Te

Reo Māori language learning

programs. We also hosted wānanga (workshops) and cultural

competency training, and strengthened iwi relationships

with

Ngāti Whātua Ōrākei and iwi across the motu.

Our Aotearoa Cultural Awareness Module continued to

strengthen cultural capability across our workforce, deepening

understanding of Māori culture, history and values, and

supporting more respectful, community centred engagement.

In 2025, a further 400 New Zealand employees completed the

training, lifting overall participation to 63%.

Women’s participation

We strive to create a workforce that reflects the communities

we serve, with women represented and retained at every level,

including technical and leadership roles. To strengthen our

position as an employer of choice for women, we continued to

provide development opportunities, create credible leadership

pathways, increase women’s participation at leadership

summits and events, and maintain a flexible and supportive

workplace environment.

This year we partnered with EVEN - an organisation dedicated

to creating a place for women to grow ambitious, sustainable

careers, on their terms. Four of our frontline women began

their 12-month EVEN program in 2025, and in 2026, we will

expand the initiative to include 24 middle-management

women and 30 frontline women across Ventia.

In 2025, we achieved our HESTA 40:40 vision goal, with

women's representation on our Board remaining stable at 43%

and 50% on our Executive Leadership Team. Women in Senior

Management (WISM) decreased slightly from 30.8% to 30.6%,

and women’s participation in our workforce increased from

30.9% to 32.2%.

In Australia, we submitted our 2024–2025 gender pay gap

data to the Workplace Gender Equality Agency (WGEA)

in compliance with the Workplace Gender Equality Act.

Ventia

recognises that a gender pay gap exists within our

workforce, representing the difference in average earnings

between men and women. While we ensure equal pay for

like-for-like roles, the overall gap reflects the diverse mix of

industries and occupations across our business, where gender

representation varies.

We reduced our total remuneration average gender pay gap

in FY25 to 28.5%, down from 29.7% in FY24. This progress is

supported by annual pay equity reviews, targeted recruitment

of women into senior leadership roles, and initiatives designed

to close the gender pay gap.

Pictured: Members of Ventia's New Zealand team visit the Wheke, Rapaki

Marae in Christchurch, New Zealand

Our social sustainability targets

 Participation by women in

executive positions (ELT).

 Participation by women in

senior management (WISM).

Status: Progressing

 Participation by women

across all employees.

 85 of our 87 RAP commitments

in Year 2 completed.

Status: Progressing

(HESTA

1

40:40 Vision commitment) 40% workforce participation by women by 2030,

including women on the ELT, in senior management and across all employees.

Achieve our Reconciliation

Action Plan (RAP) targets.

50%30.6%

32.2%

98%

TARGETSTARGET

1. HESTA 40:40 Vision is an Australian initiative led by HESTA to increase gender diversity in executive leadership of ASX300 companies. This Diversity initiative calls for

leadership teams to achieve 40% women, 40% men and 20% open across leadership. Ventia tracks women’s participation at Board, ELT and senior management levels

against this vision.

35

VENTIA ANNUAL REPORT 2025

CONTENTS

Stronger
customers

Pictured: A handshake between

members of Ventia's Defence team

and Defence personnel at AMC CUF,

Western Australia

36

VENTIA ANNUAL REPORT 2025

STRONGER CUSTOMERS

36

VENTIA ANNUAL REPORT 2025

We made progress towards our goal of improving our
customers’ experience in line with our group strategy.

By strengthening how we engage and collect feedback,

and improving our service delivery, we are redefining

service excellence. These improvements contributed

to a strong year of work winning.

In 2025, we launched our enterprise ‘Voice of Stakeholder’

program, embedding our ‘Listen - Understand - Act’

framework across customers, employees, and suppliers.

As part of this initiative, we introduced the Customer

– Have

Your Say survey to gather direct feedback from

our


customers.

Building on our customer listening program in 2024, we invited

over 700 customers across more than 80% of our projects

to provide feedback, covering executive, management, and

operational representatives. With over 300 responses, we

achieved a 43% response rate.

Customers were asked to provide feedback against

Ventia’s six

key value drivers: Customer Focus, Safety and

Sustainability, Service Delivery, Engaged and Capable

People,

Trusted Relationships, and Efficiency and Innovation.

We also measured industry best practice indicators,

including Net Promoter Score (NPS), Customer

Satisfaction (CSAT), and Customer Effort Score (CES).

Our survey showed that 91% of customers agree they are

clear on how Ventia can help them to achieve their business

goals, 81% agree that we actively seek and respond to

their feedback, and 82% believe Ventia’s leaders engage

meaningfully with their organisations to understand their

needs and drive better outcomes. These results highlight

our continued focus on clarity, responsiveness, and

leadership


engagement.

50%

increase on work won in FY25

compared to FY24

81%

of our customers agree we

are easy to do business with

86%

customer satisfaction in FY25

Highlights

Voice of the

Customer program

Pictured: Member of our Telecommunications Traineeship program in

Hobart, Tasmania

37

VENTIA ANNUAL REPORT 2025

CONTENTS

“
As a result of Customer- Have

Your Say, our relationships with

our customers have become more

transparent and collaborative,

fostering stronger engagement

and trust. Customers feel heard

and valued, which contributes

to

their satisfaction.

”


Tym Richardson – Project Director at Ventia -

Northern Beaches Hospital

“

I t was great to have a well-structured

customer feedback program that

was facilitated independently of

the project and operational teams.

We

typically have many discussions

around contractual performance and

KPIs, but the direct nature of these

follow ups added another dynamic

to


customer service.


”


Jesse Alday – Project Director at Ventia -

NBN On Demand Module

Addressing feedback through action

Since the survey, our teams have taken purposeful steps to

close the loop and deliver improvements that matter to our

customers, such as:

•

80+ personalised action plans enabling Project Directors

and frontline teams to address individual customer

feedback - both improvements and recognition of

outstanding

performance.

• sector level workshops with senior management teams to

identify common themes and root causes, resulting in 16

enterprise-wide improvement initiatives delivered in 2025.

These projects ranged from enhancing our compliments

and complaints process to undertaking deeper analysis of

key accounts.

To ensure we continued to respond effectively, we conducted

a pulse check in the fourth quarter, confirming customers have

noticed and valued the actions taken. They acknowledge our

commitment to listening and driving positive change.

In 2026, we will continue to evolve our Voice of the Customer

program, expanding customer touchpoints and strengthening

customer-focused capabilities across our business.

Over 80% of our

customers agree

that Ventia:

83%

agree we deliver consistently

91%

agree we have a

safety-first culture

works collaboratively

to address risk

partners with the

right people

seeks feedback

to


improve

communicates

effectively

38

VENTIA ANNUAL REPORT 2025

STRONGER CUSTOMERS

Pictured: Works in progress at the SKA-Low telescope site, Western Australia
39

VENTIA ANNUAL REPORT 2025

CONTENTS

39

VENTIA ANNUAL REPORT 2025

NBN Co
Strengthening our 15-year relationship

with NBN Co

Ventia signs five-year Field Module contract to deliver fixed

line maintenance, activation and assurance services, plus

extension of the Fibre to the Node (FTTN) to Fibre to the

Premises (FTTP) upgrade program, plus regional expansion

into ACT.

Ventia has been a relationship partner to NBN Co since 2010,

delivering end-to-end services including design, construction,

on-demand deployment, field services, and network

operations and assurance.

Ventia is currently partnering with NBN Co on the FTTN

upgrade program, on-demand fibre installation, fixed line

activation and assurance, and Fixed Wireless greenfield

build

and network resilience upgrade works.

CASE STUDY

Pictured: A Ventia technician performs Fibre to the Premises work at a customer residence in the greater Melbourne area, Victoria

40

VENTIA ANNUAL REPORT 2025

STRONGER CUSTOMERS

Current services provided
• Fixed line activation and assurance (Field Module)

($2.1b, 5 years)

• Fibre to the Node upgrade program ($1.1b, 3.5 years)

• Fibre installations for new developments and businesses

($300m, 3 years)

•

Fixed Wireless greenfield build and network

resilience

upgrades

We have a long-standing relationship with NBN Co

Our relationship spans 15 years demonstrating our position as a major delivery partner

Since 2010, Ventia has

worked with NBN Co to trial

initial Fibre to the Premises

(FTTP) sites

2010

Ventia signs first major

contract with NBN Co

to deliver design and

construction services for

the original FTTP rollout

across Australia

2011

NBN Co and Ventia launch

New Developments and

high-rise connection

program along with

interexchange upgrades

2012

Ventia delivers a multi-

technology mix, with the

focus shifting to utilising

the existing Hybrid Fibre

Coaxial (HFC) network and

rollout of Fibre to the Curb

(FTTC) ser vices

2017

The New Developments

program evolves to On-

Demand Module (ODM),

allowing businesses

and new communities

to request an nbn

fibre connection

2019

Ventia signs Fibre to the

Node (FTTN) to FTTP

evolution upgrade,

recommencing in-premises

activations, assurance

work and Fixed Wireless

upgrades

2021

Extension and new scope

under Fibre Connect

program

2023

Ventia signs five-year

Field Module partnership

to deliver maintenance,

fixed line activation

and assurance services,

FTTN to FTTP upgrade

program, including regional

expansion into ACT

2025

15-year

relationship

3-5 year

contracts

$3.2b

contracts awarded in FY25

Expanded geographic footprint in Qld and NSW under Field Module

and on-demand fibre installation contracts

Including Field Module and Fibre to the Node upgrade works secured

in ACT (new awarded region)

Ventia provides services to nbn in all states and territories of Australia

41

VENTIA ANNUAL REPORT 2025

CONTENTS

Defence Clothing Services
Securing a new Defence Clothing Services contract with the Australian Defence Force

Building on Ventia’s 36+ year trusted partnership with

Defence, Ventia signed a new seven-year agreement in

2025 to

manage the Australian Defence Force’s end-to-

end clothing capability. Commencing in mid-2026, Ventia

will deliver clothing design and supply, warehousing,

distribution and

servicing of clothing stores.

Ventia has provided clothing and retail store services to

Defence for more than six years. This strategic agreement

significantly expands our scope, making Ventia the single

industry partner accountable for the entire clothing lifecycle.

This approach promotes faster, more convenient access

to uniform entitlements, and enables a more sustainable

and agile supply chain with improved compliance and

cost

control.

To deliver on this commitment, Ventia has partnered with

leading Australian suppliers, including Linfox and Workwear

Group, to support this strategic agreement and assist with

logistics, clothing design and production.

Defence members will benefit from a customer-centric retail

experience with access to modernised stores across 32 sites

nationally which will provide excellent customer service and

a seamless experience.

CASE STUDY

“

V entia is proud of our 36+

year history supporting the

Australian Defence Force.

This new contract is a strong

endorsement of our growing

presence and capability in the

Australian Defence market.

It reinforces our position as a

trusted partner and highlights

the depth of our expertise to

deliver integrated solutions in

complex environments.


”


Dean Banks – Ventia’s Managing Director

and Group Chief Executive Officer

7-year

contract term with

13-year extension options

$935m

in revenue

1


36+ year

partnership with

Australian Defence Force

1. T his is an approximate figure based on calculations of new contract award over the seven-year contract term and can vary depending on

volume and contract variability.

42

VENTIA ANNUAL REPORT 2025

STRONGER CUSTOMERS

Pictured: Joint forces headwear. From right to left: Royal Australian Air Force, Australian Army and Royal Australian Navy

43
VENTIA ANNUAL REPORT 2025

Pictured: Ventia employees working at a Defence Clothing store

CONTENTS

Pictured: TRECCA (Training, Recruitment,
Employment, Care and Career

Advancement of Aboriginal and Torres

Strait Islanders) team meeting at the

Brisbane office, Queensland

Flourishing

communities

44

VENTIA ANNUAL REPORT 2025

FLOURISHING COMMUNITIES

44

VENTIA ANNUAL REPORT 2025

Ventia is committed to creating lasting benefits for
communities across Australia and New Zealand. By keeping

resources within local regions, we empower businesses,

generate employment opportunities, and contribute to

long-term economic growth.

87%

of our workforce are locally employed

in Australia and New Zealand

99%

of Ventia’s spend stays within

Australia and New Zealand

$800k+

granted in community funding

since 2011

Highlights

Our Social Sustainability strategy underpins our commitment to

building thriving communities. We measure the positive impact

created for people and communities as a result of our activities.

To measure our community impact, Ventia adopted the

Themes, Outcomes, Measures (TOM) System – a best

practice

tool used for over a decade in Europe.

This framework provides a consistent baseline to compare

our performance and evidence the outcomes we create, from

prioritising local jobs to strengthening regional supply chains.

In 2025, Ventia delivered $6.4 billion in social value across

communities in Australia and New Zealand, and $18.5 billion

1


over past three years.

Notably, 99% of our spend remains within Australia and

New

Zealand, 62% of our local supply chain is invoiced within

the same state and 87% of our workforce are locally employed.

Ventia co-chairs the Australian Social Value Taskforce,

which brings together 60 leading organisations across public,

private, and social enterprise sectors. Together, the taskforce

developed the Australian version of the Global TOMs, launched

in November

2025.

1. In 2025 Ventia’s social value was recalculated using the published Australian Themes Outcomes and Measures (TOMs) System, replacing the 2023–24 pilot methodology.

The updated method applies refined values, broader measures, and aligns with Global TOM System for comparability. Value for 2023-24 has been restated.

Winner

Global Excellence in Social Value Award 2025

In 2025, Ventia was honoured at the Social Value Awards,

hosted by Social Value Portal, for pioneering a measurable

and scalable approach to social impact through initiatives

such as the Themes, Outcomes, Measures (TOMs) framework.

This award recognises organisations that demonstrate

exceptional innovation and commitment to social value

across

international contexts.

Judges commended Ventia for embedding social value into

the fabric of infrastructure delivery and setting a replicable

standard

globally.

CASE STUDY

“

V entia’s commitment to open

collaboration and scalable tools

like

the TOMs system exemplifies

what global excellence in social

value looks like.

”


Guy Battle – CEO, Social Value Portal

45

VENTIA ANNUAL REPORT 2025

Pictured: Ventia accepting the Global Excellence in Social Value award

at the 2025 Social Value Awards

CONTENTS

How we generate social value
Wajarri Enterprises Limited

Ventia’s joint venture (JV) with Wajarri Enterprises Limited

exemplifies innovation in supplier diversity and our

commitment to Aboriginal and Torres Strait Islander

economic

empowerment in Western Australia’s mid-west

region. Established in 2023, the partnership has already

delivered significant social value, generating measurable

outcomes that benefit both the local economy and

Indigenous

communities.

Wajarri provides essential services, including working on

contracts such as the Square Kilometer Array Observatory

(SKAO), providing services, including generator hire and

maintenance, staff deployment, and transportation, which

are critical to the JV’s operational success. In addition

to these services, Wajarri participates in the JV profit

share, ensuring that financial returns flow directly back

to the community and contribute to wealth creation and

economic resilience. Employment outcomes have also

grown

significantly, with the number of Wajarri employees

engaged at the SKAO village increasing since the start

of

the project.

Australian Spatial Analytics

We continue to partner with Australian Spatial Analytics

(ASA), a not-for-profit social enterprise that empowers

young neurodivergent individuals by providing training

and

employment in geospatial analysis, digital engineering,

and big data roles - creating inclusive pathways into

technology careers. The collaboration began in 2021

within

our Telecommunications sector and has since

expanded across

multiple sectors.

CareerSeekers

Since 2019, Ventia has partnered with CareerSeekers

to support employment for people with a refugee and

asylum

-seeking background. In 2025, aligned with

our Article 23 Agreement, we welcomed mid-career

professionals and student interns into our People Services

Team as well as

our Telecommunications and Transport

sectors. We have also redeployed participants and

secured roles in other teams, further supporting their

growth and

career development.

New Zealand initiatives

In 2025, we strengthened partnerships in New Zealand

including collaborating with the Ministry of Social

Development and Jobs and Skills Hubs to create local

employment pathways, resulting in over 100 people

employed

in our New Zealand business, up from 36

in

2024.

Community Grants Program

Our Community Grants Program continued to build

connections with local communities in 2025, supporting

initiatives that deliver lasting benefits. We received a

diverse range of applications from community groups

across Australia

and New Zealand in 2025, with our

local Steering Committees applying regional knowledge

to assess submissions. As a result, 50 groups received

$90,000+ in funding in 2025 for projects spanning

wellbeing, youth development, sustainability, arts,

health, sport, and community support. Since its inception

in 2011, the program

has provided over $800,000 in

funding to 400+ community groups across Australia

and New Zealand.

In 2025, we strengthened partnerships that deliver meaningful employment and positive social impact,

following are some examples:

Pictured: TRECCA team and Aboriginal and Torres Strait Islander employees on our Defence Base Services contract in Darwin, Northern Territory

46

VENTIA ANNUAL REPORT 2025

FLOURISHING COMMUNITIES

Pictured: Prestart presentations at the Lane Cove Tunnel, New South Wales
47

VENTIA ANNUAL REPORT 2025

CONTENTS

47

VENTIA ANNUAL REPORT 2025

Local and diverse
supply chain

48

VENTIA ANNUAL REPORT 2025

LOCAL AND DIVERSE SUPPLY CHAIN

Pictured: Members of our Transport team

at our Leonard Road Depot in Auckland,

New Zealand

VENTIA ANNUAL REPORT 2025

We are proud to work with over 12,000 suppliers across
Australia and New Zealand, enabling Ventia to deliver

essential services for our customers and communities.

We celebrate supplier diversity by partnering with a

range of local, Indigenous and social enterprises, actively

contributing to the economic growth of local communities.

12,000+

suppliers across Australia

and New Zealand

$118.3m

spend with Aboriginal and

Torres Strait Islander businesses

$10.8m

spend with social enterprises

in Australia

Highlights

Throughout 2025, we made significant progress on our

multi-year Supply Chain Transformation Strategy designed

to prioritise strategic partnerships, build best-in-class

supply chain capabilities, leverage technology, and

improve

sustainability and safety. Our priorities included:

•

optimising our Supply Chain Transformation Program

to deliver greater clarity and efficiency through

enterprise


wide


agreements

•

s

trengthening strategic partnerships by implementing

preferred supplier panels in key categories

• further streamlining fleet operations to accelerate

sustainability goals, including the electrification of

vehicles

and equipment

• aligning our team to accelerate progress towards our

transformation goals and safeguard resilience across

our

supply chain

•


i

dentifying and implementing AI-based tools to simplify

processes, making it easier for customers, projects,

and

supply partners

•

e

nsuring safety and wellbeing are at the centre of

everything

we do across our supply chain.

In 2025, we launched our Supply Partner – Have Your

Say survey, inviting approximately 1,700 suppliers and

subcontractors across projects and sectors to participate.

Using a new survey platform, we gathered valuable insights

across multiple areas, including communication and

relationship management, business processes and efficiency,

technology and digital experience, support and problem

resolution, and growth and development opportunities.

Notably, 83% of respondents agreed that we effectively

manage risks and ensure safety in joint operations, and

86% believe they are likely to bid on future opportunities

with


Ventia.

We remain committed to building strong partnerships with

our suppliers and subcontractors. Their feedback and the

recommendations from the survey will guide improvements

in

how we collaborate with our supply partners.

Our focus is on continuing to build a local and diverse supply

chain that not only supports inclusive economic growth but

also reinforces Ventia’s broader social value contribution

through embedding community benefit into our procurement

decisions—supporting local jobs, enabling small and

under

-r

epresented suppliers to grow, and helping build

thriving, resilient communities.

Simplification through technology

We are investing significantly to drive transformation across

our supply chain through advanced digital platforms and AI

integration. Our first scalable enterprise Supplier Selection

AI Agent enables project teams to find the right supplier

based on multiple criteria, including ABN validation, risk

screening, and capability alignment. We are also rolling out

technology systems to replace fragmented, manual processes

with automated workflows and real-time insights. These

systems provide procurement teams with a single source

of truth for supplier data and contracts, enabling stronger

risk management, improved compliance monitoring, and

enhanced performance tracking.

In 2025, we consolidated sector-specific email channels

into a single platform via Freshdesk. Now, all internal and

external stakeholder emails are routed through the Ventia

Operations Centre resulting in improved service for smaller

suppliers, prompt resolution of system issues, and support

for

on-time payments.

Advancing our supply

chain strategy

49

VENTIA ANNUAL REPORT 2025

CONTENTS

Building an inclusive and sustainable supply chain
Pictured: Defence Base Services team at Roberts Barracks, Northern Territory

Pictured: Members of Ventia's Transmission and Distribution team

delivering services for Western Power in Western Australia

Strengthening our

strategic partnerships

Ventia continued to strengthen its supply chain in 2025 by

deepening collaborative partnerships across a broad network

of suppliers, ensuring resilience, quality and value throughout

our operations.

A key example of this approach is our strategic partnership

with Coates, our preferred supplier for general equipment

hire

across Australia.

In July 2025, Ventia entered into a national agreement

with Coates to simplify access, unlock greater value, and

consolidate equipment hire through a single trusted partner.

By leveraging our combined national scale, we improved

efficiency, enhanced value for money, and established a

strong

platform for ongoing collaboration and problem

solving. Through Coates’ network of 135 branches, our

projects now benefit from streamlined booking processes,

competitive pricing, and consistent, reliable service.

CASE STUDY

We spent $118.3 million with Aboriginal and Torres Strait

Islander businesses and spent $13.7 million with Māori and

Pasifika-owned businesses in 2025. We also strengthened

our commitment to supplier diversity, with Indigenous

procurement contributing 3.3% of our total procurement

spend in Australia.

We were proud to be a finalist for Supply Nation’s Supplier

Diversity Partnership of the Year for our collaboration with

Mob Ready, a Supply Nation Certified Aboriginal business and

Group Training Organisation (GTO) that places Aboriginal and

Torres Strait Islander trainees and apprentices in employment.

We also maintained strong relationships with Social Traders

and the Ākina Foundation, reinforcing inclusive procurement

practices that deliver shared value and align with the United

Nations Guiding Principles on Business and Human Rights.

Sustainability in our supply chain

We are making progress in our supply chain on sustainability

initiatives with 13.0% of the Group's light vehicle fleet now

electric vehicles or hybrid, and an ongoing review targeting

a

total reduction in vehicles.

In 2025, Ventia analysed Scope 3 emissions across our

top 100 suppliers, laying the foundation for collaborative

decarbonisation initiatives. For more information on our

climate transition plan and Scope 3 initiatives, refer to our

Sustainability Report on pages 172-206.

In 2025 we published our Human Rights and Modern

Slavery

Policy, establishing values-based expectations for our

workforce and supply chain. To view the statement go

to


ventia.com/modern-slavery.

50

VENTIA ANNUAL REPORT 2025

LOCAL AND DIVERSE SUPPLY CHAIN

51
VENTIA ANNUAL REPORT 2025

CONTENTS

51

VENTIA ANNUAL REPORT 2025

Pictured: Members of Ventia's team performing maintenance work on the Sydney Road Asset Maintenance contract, New South Wales

Operating and
Financial Review

Pictured: Road upgrade works

on Beaudesert-Nerang Road

for Department of Transport

and Main Roads, Queensland

Contents

Operating and Financial Review 53

1. Operating model and business strategy 53

2. S tatutory financial performance, 53

financial position and cash flow

3. U nderlying Group financial 55

performance

4. Sector financial performance 56

5. Liquidity 59

6. On-market buyback 59

7. Dividends 59

8. Outlook 60

Risk and opportunity management

61

52

VENTIA ANNUAL REPORT 2025

OPERATING AND FINANCIAL REVIEW

Operating and Financial Review
Ventia Services Group Limited (Ventia or Company) and its controlled entities (together referred to as the Group) is a leading

essential infrastructure services provider in Australia and New Zealand.

1. Operating model and business strategy

Ventia has extensive capabilities across the full asset lifecycle and provides services across a diverse range of industry sectors

through long-term contracts with a range of government agencies and blue-chip organisations.

Ventia is structured across four sectors:

• Defence and Social Infrastructure;

• Infrastructure Ser vices;

• Telecommunications; and

• Transport.

Ventia’s strategy is Redefining Service Excellence and is centred on three priorities: client focus, innovation and sustainability.

Ventia has identified three key drivers of increasing its market share:

• Renewing and growing existing contracts;

•

W

inning new work; and

•

Cross-selling our expert capabilities.

2. Statutory financial performance, financial position and cash flow

2.1 Statutory Group financial highlights

2025

$’m

2024

$’m

Change

$’m

Change

%

Revenue6,141.16,105.535.60.6%

Profit after income tax272.2220.252.023.6%

2025

Cents per

Share

2024

Cents per

Share

Change

Cents per

Share

Change

%

Basic earnings per share32.422 5 .746.6826.0%


Other measures

1

2025

$’m

2024

$’m

Change

$’m

Change

%

EBITDA5 5 7. 0499.35 7.711.6%

NPATA275.02 27. 947.120.7%

Operating cash flow before interest and tax500.4456.244.29.7%

Operating cash flow conversion %

2

89.8%91.4%n/a(1.6pp)

Work in hand22,138.619,353.62,785.014.4%

1. Other measures are non-International Financial Reporting Standards (IFRS) measures that have been derived from statutor y information.

2. Calculated as operating cash flow before interest and tax, divided by EBITDA.

EBITDA – Earnings before interest, income tax, depreciation and amortisation.

NPATA – Net profit after tax, excluding the after-tax impact of amortisation of acquired intangible assets.

53

VENTIA ANNUAL REPORT 2025

CONTENTS

2.2 Statutory Group financial performance
2025

$’m

2024

$’m

Change

$’m

Change

%

Revenue6,141.16,105.535.60.6%

Other income24.9–24.9n/a

Expenses(5,610.1)(5,609.3)(0.8)0.0%

Share of profits of joint ventures1.13.1(2.0)(64.5%)

Earnings before interest, income tax, depreciation and amortisation5 57. 0499.357.711.6%

Depreciation expense(10 0.7)(105.6)4.9(4.6%)

Amortisation expense(20.6)(33.0)12.4(37. 6 %)

Earnings before interest and income tax435.7360.775.020.8%

Finance costs(5 7. 9)(58.8)0.9(1.5%)

Interest income10.511.1(0.6)(5.4%)

Profit before income tax388.3313.075.324.1%

Income tax expense(116.1)(92.8)(23.3)2 5 .1%

Profit after income tax272.2220.252.023.6%

Amortisation of acquired intangible assets (after tax)2.87.7(4.9)(63.6%)

NPATA275.02 27. 947. 120.7%

Revenue

Ventia reported an increase in revenue of $35.6 million, or 0.6%, to $6,141.1 million in FY25. The increase was driven by the strong

performance in Infrastructure Services and Telecommunications, as a result of new contract wins and full year impact of contracts

mobilised in 2024, offset by lower project work and exited contracts in Defence and Social Infrastructure.

Section 4 provides further commentary on sector performance.

Other income

In January 2025, the Group entered into an agreement with a joint venture between ACCIONA and Ferrovial for the novation of

the operations and maintenance contract and all associated Public Private Partnership agreements on the Toowoomba Second

Range Crossing (TSRC) contract. The novation resulted in a gain of $24.9 million.

EBITDA

Statutory EBITDA increased by $57.7 million, or 11.6%, to $557.0 million in FY25. The movement was driven primarily by the TSRC

novation, and strategic focus on higher margin work and delivery of efficiency programs in Defence and Social Infrastructure and

a

shift in portfolio mix in Infrastructure Services. The Group statutory EBITDA margin increased to 9.1% (FY24: 8.2%).

Depreciation expense

Depreciation expense decreased by $4.9 million, or 4.6%. Depreciation expense was higher in the second half of 2025 due to

higher capital expenditure.

Amortisation expense

Amortisation expense decreased by $12.4 million, or 37.6%, as a portion of acquired customer contracts and relationships were

fully amortised in FY24.

Income tax

Income tax expense was $116.1 million for FY25, representing an effective tax rate of 29.9% (FY24: 29.6%).

54

OPERATING AND FINANCIAL REVIEW

VENTIA ANNUAL REPORT 2025

2.3 Statutory financial position
Net working capital

Net working capital comprises trade and other receivables, contract assets and inventories, less trade and other payables,

contract liabilities, employee benefit liabilities and provisions.

The net working capital balance increased by $71.5 million in FY25. Key movements included a net increase in trade and other

receivables and contract assets of $36.7 million driven by higher revenue in FY25, and a decrease in contract liabilities of

$73.8 million due to certain contracts approaching completion, offset by an increase in trade and other payables of $36.9 million,

consistent with the higher volume of work performed. Provisions decreased by $10.3 million primarily due to the TSRC novation.

Net debt

Net debt comprises borrowings (excluding capitalised borrowing costs) and lease liabilities, less cash and cash equivalents.

Net debt increased by $202.9 million to $703.9 million, mainly due to the decrease in cash held at the end of FY25 of $156.5 million.

The decrease in cash held at the period end was primarily driven by the on-market buyback and associated transaction costs in

FY25 of $137.8 million and purchase of treasury shares of $28.0 million, offset by an increase in operating cash flow.

2.4 Statutory cash flow

Operating cash flow

Net cash generated from operating activities for FY25 was $378.9 million, representing an increase of $22.7 million from FY24.

This was driven primarily by an increase in EBITDA, offset by higher income tax paid.

Investing cash flow

Total cash outflow from investing activities was $127.4 million for FY25, representing a $48.1 million increase compared with FY24.

Cash outflow for both years comprised payments for acquisition of property, plant and equipment, and intangible assets. The

increase was mainly driven by the increase in consideration paid for acquisition of business of $6.9 million, spending on digital

capability uplift, and investment in plant and machinery for the rig and well services business.

Financing cash flow

Total financing cash outflow of $405.8 million increased by $183.4 million compared to FY24, as a result of the on-market buyback

and associated transaction cost of $137.8 million, purchase of treasury shares of $28.0 million and an increase in dividends paid of

$19.8 million.

3. Underlying Group financial performance

The underlying financial performance has been derived from the statutory financial information by excluding the impact of the

TSRC novation (see Section 2.2).

Highlights of the underlying financial performance:

2025

$’m

2024

1

$’m

Change

$’m

Change

%

Underlying EBITDA532.1499.332.86.6%

Underlying NPAT254.8220.234.615.7%

Un de r l y ing NPATA2 5 7. 62 27. 929.713.0%

Underlying operating cash flow before interest and tax497. 9456.241.79.1%

Underlying operating cash flow conversion

2

93.6%91.4%n/a2.2pp

Work in hand22,138.619,353.62,785.014.4%

2025

Cents per

Share

2024

Cents per

Share

Change

Cents per

Share

Change

%

Underlying basic earnings per share

3

30.342 5 .744.6017. 9 %

1. Statutory and Underlying financial performance were aligned for FY24, with no adjustments required.

2. Calculated as Underlying operating cash flow before interest and tax divided by Underlying EBITDA.

3. Calculated as Underlying NPAT divided by the weighted average number of ordinar y shares issued.

EBITDA – Earnings before interest, income tax, depreciation and amortisation.

NPAT – Net profit after tax.

NPATA – Net profit after tax, excluding the after-tax impact of amortisation of acquired intangible assets.

55

VENTIA ANNUAL REPORT 2025

CONTENTS

3.1 Underlying Group financial performance
2025

$’m

2024

$’m

Change

$’m

Change

%

Revenue6,141.16,105.535.60.6%

Underlying EBITDA532.1499.332.86.6%

Underlying EBITDA margin8.7%8.2%n/a0.5pp

Depreciation expense(10 0.7)(105.6)4.9(4.6%)

Amortisation expense(20.6)(33.0)12.4(37. 6 %)

Underlying earnings before interest and income tax410.8360.750.113.9%

Finance costs(5 7. 9)(58.8)0.9(1.5%)

Interest income10.511.1(0.6)(5.4%)

Underlying profit before income tax363.4313.050.416 .1%

Income tax expense(108.6)(92.8)(15.8)17. 0 %

Underlying profit after income tax254.8220.234.615.7%

Amortisation of acquired intangible assets (after tax)2.87.7(4.9)(63.6%)

Underlying NPATA2 57.62 27. 929.713.0%

Underlying EBITDA increased by $32.8 million, or 6.6%, to $532.1 million in FY25. The improvement in the underlying EBITDA

margin from 8.2% to 8.7% was driven by strategic focus on higher margin work and shift in portfolio mix.

3.2 Reconciliation of statutory profit after income tax to Underlying NPATA

2025

$'m

2024

$’m

Statutory profit after income tax272.2220.2

Profit from the TSRC novation(24.9)–

Income tax effect7. 5–

Underlying net profit after income tax254.8220.2

Amortisation of acquired intangible assets (after tax)2.87.7

Underlying NPATA2 57.62 27. 9

4. Sector financial performance

4.1 Defence and Social Infrastructure

FY25 Sector EBITDA

$204.6m

 13.3% on FY24

% of total Group revenueSector revenue ($’m)

FY24FY25

2,579.4

2,398.0

39.0%

2025

$’m

2024

$’m

Change

$’m

Change

%

Sector revenue2,398.02,579.4(181.4)( 7. 0 %)

% of Group revenue39.0%42.2%n/a(3.2pp)

Sector EBITDA204.6180.624.013.3%

Sector EBITDA margin8.5%7. 0 %n/a1.5pp

56

OPERATING AND FINANCIAL REVIEW

VENTIA ANNUAL REPORT 2025

Defence and Social Infrastructure reported revenue of $2,398.0 million, which represents a decrease of $181.4 million or 7.0% on
FY24. The decline was driven by lower Defence Base Services project work, exited contracts and revised scope of a Housing and

Community contract.

During FY25, Ventia was awarded two Base Services Transformation (BST) packages by the Department of Defence valued at

approximately $2.7 billion. The contract will commence in February 2026 for an initial term of six years, with extension options up

to a maximum package term of 10 years. A new contract with the Australian Defence Force was also awarded to Ventia to provide

services and support for its clothing capability valued at approximately $935 million. This contract will commence in May 2026

for an initial term of seven years with options to extend for up to a further 13 years. The contracts also reflect the diversity and

breadth of our capabilities across Army, Air Force and Navy bases. Ventia also secured an extension of its Facility Management

Agreement with the City of Sydney valued at approximately $100 million over two years. The scope of services includes hard and

soft facilities management, project works, cleaning, maintenance, and strategic asset management.

FY25 EBITDA was $204.6 million, an increase of $24.0 million or 13.3% on FY24, driven by a strategic focus on higher margin work

and delivery of efficiency programs.

4.2 Infrastructure Services

FY25 Sector EBITDA

$128.7m

 17.1% on FY24

% of total Group revenueSector revenue ($’m)

FY24FY25

1,316.7

1,426.7

23.2%

2025

$’m

2024

$’m

Change

$’m

Change

%

Sector revenue1,426.71, 316.7110.08.4%

% of Group revenue23.2%21.6%n/a1.6pp

Sector EBITDA128.7109.918.817.1%

Sector EBITDA margin9.0%8.3%n/a0.7pp

Infrastructure Services reported revenue of $1,426.7 million, which represents an increase of $110.0 million or 8.4% on FY24.

This growth was driven by new contracts secured in FY25 and the full year impact of FY24 contract wins in Energy and Water.

In FY25, Infrastructure Services secured major new contracts and renewals, including the Transgrid Delivery Services Panel

for transmission network projects, engineering services with BHP Western Australia Iron Ore, and remediation of a former coal

gasworks site in Victoria expanding our partnership with AusNet. We also delivered grid connection assets for wind and solar

farms on behalf of Powerlink in Queensland, and Elecnor and Harmony Energy in New Zealand. Contract extensions included

Sydney Water Northern region, Energy Queensland streetlight network maintenance, Water Services Alliance with Far North

District Council in New Zealand, APA Group for SA Gas Distribution Network services, and a plant maintenance extension

for

BlueScope.

FY25 EBITDA was $128.7 million, an increase of $18.8 million or 17.1% on FY24, driven by revenue increases, productivity

improvements and the shift in portfolio mix to toward Energy and Water.

57

VENTIA ANNUAL REPORT 2025

CONTENTS

4.3 Telecommunications
FY25 Sector EBITDA

$208.2m

 4.3% on FY24

% of total Group revenueSector revenue ($’m)

FY24FY25

1,577.0

1,672.5

27.3%

2025

$’m

2024

$’m

Change

$’m

Change

%

Sector revenue1,672.51, 5 7 7. 0 95.56 .1%

% of Group revenue27. 3 %25.8%n/a1.5pp

Sector EBITDA208.2199.68.64.3%

Sector EBITDA margin12.4%12.7%n/a(0.3pp)

Telecommunications reported revenue of $1,672.5 million, which represents an increase of $95.5 million or 6.1% on FY24.

This increase was underpinned by the mobilisation of new contract wins with Telstra and NBN.

In FY25, Telecommunications secured the nbn Field Module contract worth $2.1 billion to provide new connections and network

services in Queensland, New South Wales and Tasmania. We also secured the $800 million nbn Fibre to the Node upgrade

contract and a $100 million contract with Tuatahi First Fibre in New Zealand. As announced in December 2024, Ventia has also

secured a five-year agreement with Telstra for Strategic Field Maintenance, Design and Construction Contract which is expected

to generate over $400 million annual revenue.

FY25 EBITDA was $208.2 million, an increase of $8.6 million or 4.3% on FY24, primarily driven by growth in revenue.

4.4 Transport

FY25 Sector EBITDA

$49.3m

 6.5% on FY24

% of total Group revenueSector revenue ($’m)

FY24FY25

632.4

643.9

10.5%

2025

$’m

2024

$’m

Change

$’m

Change

%

Sector revenue643.9632.411.51.8%

% of Group revenue10.5%10.4%n/a0.1pp

Sector EBITDA49.346.33.06.5%

Sector EBITDA margin7.7 %7. 3 %n/a0.4pp

58

OPERATING AND FINANCIAL REVIEW

VENTIA ANNUAL REPORT 2025

Transport reported revenue of $643.9 million, which represents an increase of $11.5 million or 1.8% on FY24. Revenue grew
modestly despite the novation of TSRC and completion of a number of minor capital work projects, underlining the resilience

of

our portfolio of long-term contracts.

In 2025, Transport secured a three-year maintenance and renewals contract with Whangarei District Council in NZ with two further

three-year options for a potential total nine-year term. We also secured pavement rehabilitation works with the Pilbara Ports

Authority and works with BP for the first phase of the Australian Renewable Energy Hub. Contract extensions in FY25 included a

one-year extension with Queensland South Coast Road Asset Management and a two-year maintenance contract extension for

Thames Coromandel District Council.

FY25 EBITDA was $49.3 million, an increase of $3.0 million or 6.5% on FY24. The EBITDA margin increased from 7.3% to 7.7% due

to continued discipline in work winning and improved operational efficiency across the portfolio.

5. Liquidity

As at 31 December 2025, the Group had liquidity of $636.3 million, comprising cash balances of $236.3 million and committed debt

facilities of $400.0 million.

Syndicated banking facilities

Ventia has in place $900.0 million of revolving cash facilities, comprising two $250.0 million tranches, which are fully drawn as

at 31 December 2025, and a five-year $400.0 million tranche, which is undrawn as at 31 December 2025. The two $250.0 million

tranches will mature in 2027 and 2028 respectively and the $400 million tranche will mature in 2029.

Ventia also has in place a $250.0 million Asian Term Loan (ATL) facility, which is fully drawn at 31 December 2025. The ATL will

mature in 2031.

Covenants on financing facilities

The Group’s financing facilities contain undertakings to comply with financial covenants. The main financial covenants that

the Group is subject to are leverage ratio (≤3.25) and interest cover (≥4.0). The Group complied with all its financial covenants

throughout FY25.

Bank guarantees and insurance bonds

The Group has $835.0 million (31 December 2024: $760.0 million) of bank guarantee and insurance bond facilities on a

committed and uncommitted basis to support its contracting activities. The Group utilised $449.9 million of these facilities

at

31 December 2025 (31 December 2024: $460.5 million).

Credit ratings

At 31 December 2025 and 31 December 2024, the Group has investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s

and BBB (Outlook Stable) from S&P.

6. On-market buyback

On 19 February 2025, Ventia announced an on-market buyback of up to $100 million and this was upsized to $150 million on

14 August 2025. During 2025, Ventia bought back 29.1 million shares for $137.6 million at an average price of $4.72 per share.

The on-market buyback is consistent with Ventia’s ‘Capital Allocation Framework’ which has three pillars: maintaining financial

strength and flexibility, investing to grow our core business, and maximising total shareholder returns.

7. Dividends

Ventia targets to pay out between 60% and 80% of the Group’s NPATA as a dividend. NPATA provides a proxy for Ventia’s cash flows

available to pay dividends. It is a key measure of Ventia’s financial performance.

On 19 February 2026, the Ventia Board resolved to pay a final dividend of 12.54 cents per share, 90% franked, representing a

payout ratio of 75%.

Ventia intends to frank future dividends to the maximum extent possible, subject to the availability of franking credits.

59

VENTIA ANNUAL REPORT 2025

CONTENTS

8. Outlook
Ventia enters 2026 with confidence, underpinned by a resilient and diversified portfolio, strong financial performance, and a clear

strategy to Redefine Service Excellence.

We continue to leverage our expert capabilities across our four sectors - Defence & Social Infrastructure, Infrastructure Services,

Telecommunications, and Transport - delivering consistent outcomes for our clients and communities. Our disciplined approach

to capital allocation and operational execution ensures we remain well-positioned to convert quality opportunities into

sustainable

growth.

Ventia’s customer renewal rate remains high at 82%, reflecting the trust placed in our delivery model. Work in hand increased

to $22.1 billion as at 31 December 2025, supported by strategic contract wins, including the nbn Field Module, Fibre to the Node

upgrade, Defence Base Services and Defence Clothing Services contracts. These wins demonstrate the strength of our long-term

partnerships and our ability to respond to evolving market needs.

We continue to see strong tailwinds across our core growth areas, including in Defence, Digital Infrastructure, Energy Transition

and Water, and remain focused on delivering sustainable financial returns, maintaining strong cash conversion (>90%), and

continuing to return capital to shareholders.

For 2026, we provide guidance for underlying NPATA growth of 7-10%, excluding the one-off positive impact of the TSRC novation

in 2025.

Pictured: Site visit to the Telstra Intercity Fibre project near Australian Capital Territory

60

OPERATING AND FINANCIAL REVIEW

VENTIA ANNUAL REPORT 2025

Robust risk management is critical to enabling Ventia to achieve its strategic, operational and
commercial objectives aligned with our commitment to redefining service excellence.

Ventia is committed to effective risk management at all

levels of the organisation as an essential element of business

governance. A risk management culture fosters the collective

ability to identify, understand, escalate and then openly

discuss and respond to current and future risks.

Ventia actively manages risk and embeds risk management in

our processes and practices to foster positive risk behaviours

to thrive in a rapidly changing operating environment. Ventia

believes that a successful risk management framework can

create opportunities by effectively identifying, assessing

and mitigating risks in a way that is aligned with the

strategic framework and appetite for risk. This framework

applies to all of Ventia's identified risks and opportunities,

including climate-related risks and opportunities.

Refer to the

Sustainability Report Section 4 on page 192.

Ventia defines risk management as the identification,

assessment and treatment of risks that have the potential

to materially impact our operations, people, reputation, the

environment and the communities in which Ventia operates,

as well as the financial prospects and reputation of Ventia.

The risk management framework guides how Ventia identifies,

assesses, controls, monitors and tests, and reports on

risks and opportunities across the business while ensuring

that Ventia operates within the risk appetite established by

the

Board.

Internal Audit

External Audit

Internal

Independent

Project Reviews

Risk Management

Process

Independent

Review Risk

and Controls

Risk

Appetite

Identify

Control

Monitor

& Test

Assess

Oversight

& Reporting

Customer focused

Innovative

Sustainable

The diversity of Ventia's operations, geographic footprint, markets serviced and the services provided, results in exposure to a

broad range of risks but also generates opportunities that can impact Ventia's business outcomes and financial performance.

Ventia's Risk Management Framework manages both risks and opportunities.

The Risk Management Framework is overseen by the Board and the Audit, Risk and Compliance Committee (ARCC) (a sub-

committee of the Board). The Board undertakes an annual review of Ventia's risk appetite, and governance and compliance

arrangements. The ARCC meets quarterly and is accountable for ensuring that the risk management framework is implemented

appropriately. The Managing Director and Group CEO, and the Executive Leadership Team implement the risk and opportunity

processes within their areas of accountability. These roles and responsibilities are depicted below in Ventia's Risk Management

Framework, which is part of the overall Ventia corporate governance framework:

Executive Leadership Team

Internal Audit

Strategic risks

Long-term, external factors,

industry trends, potential

to change direction of

Ventia’s strategy.

Emerging risks

A new or unforeseen

risk that we have not

yet contemplated.

Continuous scanning

by all levels of

management.

Tactical risks

Medium-term, sector / business

unit-specific, potential to

change

direction of sector’s strategy.

Operational risks

Day-to-day, compliance,

people, systems and

processes, potential to

change direction of

project’s strategy.

Enterprise

risk

Organisation

Business risk

Sectors / business units /

enabling functions

Project delivery/Contract risk

Gate governance processes

Management policies

Work winning processes

Delegation of authority

Project delivery processes

Incident response procedures

Internal control environment

Business unit strategy

EscalateCascade

Escalate

Cascade

Risk management

Ventia Board

All employees

Risk management

Board sub-committees

Risk management

Ventia's Risk Framework

Risk and opportunity management

61

VENTIA ANNUAL REPORT 2025

CONTENTS

Key RisksManagement Approach
Health and safety of Ventia’s workforce

At Ventia, safety and health is the #1 brand

promise. Given the nature of Ventia’s

operations and our locations, our workforce

of more than 15,000 employees and 20,000

subcontractors across Australia and New

Zealand, including in remote locations, may

be exposed to health and safety risks in the

performance of their duties.

•

Safety is driven by strong leadership, risk management and an integrated health

and safety framework to protect our people and communities

• Ventia’s Group-wide Safety and Health Management System (comprising

safety policies, standards, processes and management system) underpins

management of health and safety, minimising injury and illness and optimising

return to work

•

Mandatory Critical Risk Protocols, and their elements of critical controls,

mandatory safety rules and safe work fundamentals, set the essential

requirements and behaviours for managing high-risk activities that may cause

significant injury

•

External and internal audits validate compliance and drive continuous

improvement

• Healthy Minds and Healthy Bodies programs help the workforce prioritise and

enhance their overall physical and psychological wellbeing

•

Elevate Safety Leadership Excellence program empowers leaders with key

insights into enhanced actions, behaviours and performance needed to elevate

sustained safety performance and value

•


V

entia applies a ‘Fair Play’ model to promote outstanding performance and

reinforce significant leadership accountability for safety outcomes

Work winning and retention of

work

•

V

entia’s ability to win strategically significant

and value-generating work, can materially

impact our earnings and future success

•

Ventia may fail to realise contract extension

options, renew existing contracts, or win

new contracts

•

Successful panel tender processes may not

translate into new work

•


C

ommencement of newly won contracts

may be delayed

• Certain counterparties may have the right

to terminate their contract with Ventia or

renegotiate during the contract term

•

Ventia’s existing and target customers may

shift from outsourcing to insourcing services

• Increased competition and changes in

market conditions can impact our ability

to

renew or secure new opportunities

• Ventia’s work winning teams identify and secure cross sector / cross contract

opportunities to bring expanded capabilities to existing customers

•

Cross-sector selling is included in work winning and project performance

reviews to ensure we bring Ventia’s full service and capability offering to

our customers

•

P

roject teams are tasked with optimising existing Ventia capabilities for service

delivery rather than outsourcing

•

B

est available data is utilised across Ventia to focus on continued growth in

existing contracts along with winning new work

•


V

entia builds and maintains strong relationships with customers, strategic

partners and other stakeholders to understand changing and future

requirements

•

Customer satisfaction and trust are underpinned by delivering service

excellence and meeting (or exceeding) our performance goals to foster

long

-t

erm customer relationships

•

W

ork winning processes are standardised across the Group, including the

proactive management of contractual risk and opportunity

Cyber security, data protection risks and

third-party technology providers

Ventia relies on a complex information and

communications technology platform to

manage the delivery of our operations and

services to our customers.

Cyber threats that seek to attack/undermine

Ventia data, customer data and systems may

result in information or data loss, operational

disruption, brand and reputational damage,

financial loss, regulatory intervention, loss

of customer trust, as well as have potential

impact on the ability to secure future

work


opportunities.

•


V

entia's Information Management Framework (VIMF) provides the standards

for the Group and defines the foundation of Ventia's approach to information

security, defending against cyber threats, protection of customer and employee

data, compliance with regulations, and maintaining business continuity

•


T

he VIMF includes the requirements for service continuity and disaster recovery

planning to enable the recovery of Ventia's critical business services in a timely

manner to minimise the effect of disruptions and to maintain resilience

•


I

nternal and external audits and reviews validate compliance and drive

continuous improvement

•

Undertaken a cybersecurity review of third parties and business continuity

planning, for service delivery excellence

•


V

entia's cyber awareness program includes yearly training on our cybersecurity

policy, individual cybersecurity assessments, regular email phishing campaigns,

device registration and protection monitoring, and other training programs

•


I

SO/IEC 27001: 2022 certification program expanded with controls implemented

62

OPERATING AND FINANCIAL REVIEW

VENTIA ANNUAL REPORT 2025

Key RisksManagement Approach
Attracting and retaining capability

in critical roles

Our ability to attract, retain and engage a

diverse workforce while developing future-

ready skills underpins Ventia's performance

and growth. Labour markets over the last

12 months have continued to ease across

Australia and New Zealand; however,

competition for talent remains challenging.

•

Integrating talent management with business strategy to differentiate the

company through service excellence driven by its people

• Conducting regular talent reviews and succession planning to identify and

develop future leaders within the organisation

•

Refining competitive remuneration and benefits strategies to attract and retain

top talent

•

Providing dedicated graduate and emerging leader programs to create

structured career development pathways within the organisation

•

Enhancing career development opportunities through structured training,

mentorship programs, and leadership development initiatives

• Building an inclusive and engaging workplace culture to foster employee

satisfaction, retention and productivity

•

Continuous improvement of employee feedback mechanisms to understand

workforce needs and drive meaningful action

•

Strengthening employer branding and market positioning to enhance the

company’s attractiveness to prospective employees

•

S

trengthening workforce diversity to better reflect the communities in which

the company operates

Operational performance and service

delivery under client contracts

Ventia's purpose is to make infrastructure work

for our communities. It is imperative to deliver

services as per contract and on time while

limiting any disputes or losses.

•

A contract performance failure may lead

to a failure to deliver services on time and

within budget resulting in financial loss,

reputational damage, loss of customer trust

as well as having the potential to impact the

ability to secure future work opportunities

•

Claims for abatements, damages or

indemnities may arise in connection

with Ventia’s service delivery under

customer


contracts

•

Ventia may fail to properly understand

customer requirements, drivers of customer

demands or cost inputs

•

Subcontractors or suppliers may fail to meet

their delivery obligations

•

A gated work winning review process is undertaken to evaluate tender

opportunities, before a commitment to contract is made, considering contract

risk, liability exposure, existing capacity and capability, and risk/reward return

•

Service delivery performance is monitored through project reviews by sector

and Executive Leadership to drive early intervention and improvement

•

A

ctive risk and opportunity management at a project level to manage mitigating

actions and drive operational performance

•

A real-time project reporting system that monitors contract performance and

provides a monthly performance scorecard

•

I

mplementation of Ventia's Project Minimum Operating Controls Standard across

all projects drives consistent internal controls regardless of size and

complexity

•


M

aterial issues are reported to the Board and ARCC

63

VENTIA ANNUAL REPORT 2025

CONTENTS

Key RisksManagement Approach
Regulatory compliance

•

V

entia operates within a complex regulatory

landscape of federal, state and local laws

and regulations across Australia and

New

Zealand

• Changes in government policy or regulatory

settings may have an adverse effect on

Ventia’s financial performance

•


F

ailure to comply may result in prosecution,

fines and penalties, imposition of conditions

or other sanctions

•

Our work winning processes identify, assess and seek to mitigate the impacts

of changes to regulatory requirements to inform operational decision-making

•


V

entia has a dedicated Group Legal and Compliance team that advises the

business on its legal, regulatory and compliance obligations across Australia

and New Zealand

•


V

entia’s compliance framework includes annual Code of Conduct training

and certification, with our formal whistleblower policy defining various

escalation protocols and channels (including a dedicated external

whistleblower hotline) to assist in the reporting and remediation of

inappropriate or unethical

behaviours

•


V

entia’s licence management framework governs licensing obligations,

compliance and certification requirements

Industrial Relations

•

A s

ignificant proportion of Ventia’s

frontline workforce is covered by a variety

of industrial instruments, collective

agreements, enterprise agreements and

modern awards. Consequently, Ventia may

be exposed to the risk of industrial action,

which can negatively impact our operations

and customer experience of our services

•


I

ndustrial instruments are complex

documents that require interpretation to

accurately determine payments and accrual

of employment benefits. Ventia’s large

payroll governed by these varied industrial

agreements creates payroll complexity,

with a risk of potential underpayment or

overpayment of our employees, which may

have a negative impact on Ventia’s financial

performance and reputation

•

V

entia aims to effectively engage and consult with our employees and employee

representatives to address issues and grievances promptly and comply with

workplace laws

• Ventia has a dedicated Industrial Relations function, with industrial relations

specialists and employment lawyers to manage employment and industrial

relations risks (including in relation to the interpretation of industrial

instruments)

•

Ventia’s Industrial Relations functions works closely with our Payroll function

in relation to our end-to-end activities, and other processes and controls,

underpinning employee payments

Information on Ventia’s climate-related risks and opportunities and included in the Sustainability Report on pages 172 - 206.

64

OPERATING AND FINANCIAL REVIEW

VENTIA ANNUAL REPORT 2025

Key OpportunitiesManagement Approach
Increasing essential services for growing

and changing populations in Australia and

New Zealand

The depth and breadth of Ventia's business

creates opportunities for growth, to offer a

wider range of services and provide more

holistic solutions for our customers as they

plan for the requirements of future populations

and the services needed to support them.

•

Redefining Service Excellence, our focus on delighting our customers, listening

and expanding our footprint, both within our existing customer partners and

gaining further share of addressable market

•

Building on our strong customer relationships to diversify and grow our

integrated service offering

•

Leveraging our Voice of the Customer program to listen, understand and act.

• Data and analytics enhancement to drive transparent evidence-based

decision

-m

aking

•

Simplifying and standardising our processes to unlock the full power of our

scale to optimise value creation

•

S

trengthening our cross-sector go-to-market, with a whole-of-business.

solutions approach, supported by within-sector / cross-sector opportunity

sharing and state-based steering committees

•

Implementing our Leadership Edge framework, which focuses on leading

enterprise impact with a mindset that facilitates cross-selling opportunities

and best enterprise outcomes

Unlocking the innovation

and

digital evolution

Modern technology platforms and

continuously improved cybersecurity embed

responsible AI while fostering innovation

throughout our organisation. Ventia is

committed to deliver smarter, safer, and more

connected services for our customers and to

the communities in which we operate.

•

Building on our AI capabilities, in accordance with our Responsible AI

Framework, to drive efficiency while improving our service quality

•

Utilising our cybersecurity processes to safeguard data, maintain our

customers’ trust, and enable sustainable growth in an increasingly connected

and data-driven world

•


W

e launched VenSpark, our enterprise-wide innovation and ideation

platform designed to transform ideas into practical solutions that deliver

measurable value

•


O

ur Ventia Operations Centre (VOC) is our digital and innovation hub, operating

24/7 to deliver inbound and outbound customer service across the Group

•

H

igh-quality data from across Ventia’s operations feeds into our digital analytics

platform VenSights, to enable data-driven decision-making and service delivery

Energy transition

The shift toward renewable energy and

electrification in Australia and New Zealand

brings new opportunities to support clients

in the energy transition; we are well-

positioned to support the energy transition

with asset management, operation and

maintenance

services.

• Customer and pipeline development to position us for success in supporting

the energy transition and providing energy resilience solutions

•


D

etailed workforce and skills development through apprenticeships, customer

partnerships and specialised capability building

•

L

everage our cross-organisational enterprise expertise to support opportunities

for customers

•


R

efer to the Sustainability Report Section 3.2.2 page 184.

Strategic supplier partnerships

Strategic partnerships across our supply chain

can further optimise performance, reduce

operating costs, manage risk and generate

long-term value for us and for our customers.

•


P

referred supplier panels implemented for key categories, supporting diverse

projects and client needs with high-performing suppliers

• Identifying and implementing AI-based tools to simplify processes, making it

easier for customers, projects, and supply partners

•


I

mproved service for smaller suppliers through the VOC, prompt resolution of

system issues, and support for on-time payments

•

Supply partner – Have Your Say survey launched for baselining and feedback to

listen, understand and act

•


C

ontinued commitment to supplier diversity and Indigenous procurement

Employee value proposition and culture

Our employee value proposition is built

around our commitment to Redefining Service

Excellence. Our commitment to safety, health

and wellbeing as well as a Fair, Inclusive, and

Respectful workplace, empower our people

to connect, engage and create value for our

stakeholders.

•


S

takeholder program – Employee - Have Your Say survey gathers direct

feedback from our workforce to listen, understand and act

•


T

raining and upskilling from our Ventia Academy

•


I

nvesting in our Employee experiences, e.g. talent marketplace,

onboarding,


learning

•


V

enSpark, Ventia's innovation and ideation platform, empowers employees to

contribute, collaborate and innovate anywhere, any time

•


F

airness, Inclusion and Respect framework

•


E

mbedding our Leadership Edge framework, which sets the standard for great

leadership and shapes our leadership development programs and pathways

65

VENTIA ANNUAL REPORT 2025

CONTENTS

Directors’ Report
Pictured: Ventia's Cremorne office

overlooking the Yarra River in

Melbourne, Victoria

66

GOVERNANCE

VENTIA ANNUAL REPORT 2025

This is the report of the Directors of Ventia Services Group Limited (Ventia or Company) in respect of the Company and the entities
it controlled at the end of, or during, the financial year ended 31 December 2025 (together referred to as the Group).

Directors

The following persons held office as Directors of the Company during the financial year ended 31 December 2025 and up to the

date of this report, unless otherwise stated:

Mr David Moffatt (Chairman)

Mr Dean Banks (Managing Director and Group Chief Executive Officer)

Mr Jeff Forbes

Ms Sibylle Krieger

Mr Damon Rees

Ms Lynne Saint

Ms Anne Urlwin

All of the current Directors are independent Non-Executive Directors, except for Mr Dean Banks who is the Managing Director and

Group Chief Executive Officer.

Principal activities

The Group is one of the largest essential services providers in Australia and New Zealand. The Group organises its operations into

four sectors as follows:

• Our Defence and Social Infrastructure business is one of the largest providers of integrated facilities management in Australia

and New Zealand and a strategic partner to the Australian Defence Force. Our capabilities include providing maintenance

and support services to public and private customers across defence, social infrastructure (education, health and state

government), housing and community (justice and social housing), local government and critical infrastructure;

•


O

ur Infrastructure Services business provides comprehensive and multidisciplinary maintenance and improvement solutions

to owners and operators of critical infrastructure. Our capabilities span utilities (energy networks, renewable assets and water),

resources and industrial assets (mining, oil and gas and manufacturing) as well as complex and large-scale environmental

remediation and rehabilitation services;

•

Our Telecommunications business is the largest telecommunications infrastructure services provider in Australia and

New Zealand. We provide end-to-end service capabilities spanning design, supply, construction, installation, commissioning

and maintenance of the region’s largest fibre optic, mobile and critical telecommunications networks and infrastructure.

Our

capabilities include civil construction, energy solutions, high frequency and wireless networks, operations and

maintenance, project management, engineering and design, and building management systems and configuration; and

•

O

ur Transport business provides comprehensive asset management services to owners of transport infrastructure,

encompassing motorways and tunnels, road networks, rail, ports, airports, and public transport systems across Australia

and

New Zealand. Our capabilities include operations, maintenance and technology integration across the entire asset

lifecycle. We are the leader in Australia and New Zealand in incident response, and our expertise extends to minor capital

works, temporary traffic management, and disaster response and recovery.

Further details of the results of operations and likely developments are set out in the Operating and Financial Review on

pages

52-65.

Significant changes in the state of affairs

There were no significant changes in the nature of activities of the Group during the financial year.

On-market buyback

On 19 February 2025, Ventia announced an on-market buyback of up to $100 million and this was increased to $150 million on

14 August 2025. During 2025, Ventia bought back 29.1 million shares for $137.6 million at an average price of $4.72 per share.

67

VENTIA ANNUAL REPORT 2025

CONTENTS

Directors’ shares
As at 31 December 2025, the relevant interest of the current Directors in the shares of the Company were:

DirectorNumber of Shares

David Moffatt (Chairman)9,962,179

Jeff Forbes126,470

Sibylle Krieger105,882

Damon Rees40,000

Lynne Saint101,232

Anne Urlwin106,955

Dean Banks (Managing Director and Group CEO)6 , 4 6 7, 1 24

The Directors and meetings of Directors

The table below sets out the Directors of the Company and their attendance at Board and Committee meetings during the

financial year ended 31 December 2025.

Board

Meetings

Audit, Risk &

Compliance

Committee

People and

Remuneration

Committee

Safety and

Sustainability

Committee

Business

Development

and Digital

Committee

1

Business

Development

Committee

2

Digital

Committee

3

Nominations

Committee

Director(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)

D Moffatt111144––4466332233

J Forbes 111144––––66332233

S Krieger 1111––554465332233

D Rees1111––55––66332233

L Saint 1111445544––––––33

A Urlwin 1111445544––––––33

D Banks 1111––––––––––––––

(A) Number of meetings eligible to attend.

(B)

N

umber of meetings attended.

1.

Committee existed as a combined Committee up to June 2025.

2. New stand-alone Business Development Committee established June 2025.

3.

N

ew stand-alone Digital Committee established June 2025.

At times, Directors may also attend meetings of Committees of which they are not a member. This is not reflected in the

attendance table above.

Details of Director experience, qualifications and other listed company directorships are set out on pages 69 – 71.

Company Secretaries

Jill Hardiman

Amy Jackson (appointed 10 February 2025)

Details of company secretary experience and qualifications are set out on page 71.

68

GOVERNANCE

VENTIA ANNUAL REPORT 2025

Board of Directors
Non-Executive Directors

David Moffatt

Chairman,

Independent

Non-E

xecutive

Director

Joined the Board in December 2014: Board Chairman, Member of the Nominations Committee, Audit, Risk

and Compliance Committee, Safety and Sustainability Committee, Business Development Committee and

Digital

Committee.

Skills and Experience: David has over 30 years’ experience in executive leadership, including as CEO, CFO and

as a Director for companies in the Telecommunications, Financial Services, Infrastructure Services and Media

Industries. He has lived and worked in Australia, the United States, Europe and Asia. David is the Chair of Apollo

ANZ (NYSE: APO) and Chair of the American Chamber of Commerce in Australia. David’s previous roles include

CEO of Lebara Group. He was Chief Financial Officer and Group MD Finance for Telstra Corporation Limited and

Group MD Telstra Consumer, serving on the boards of the Telstra-affiliated businesses Foxtel, CSL (Hong Kong)

and Reach (Hong Kong). He was also CEO of GE and GE Capital Australia & New Zealand.

David’s community and charitable activities include being a founding director of Giant Steps, a school for autistic

children, and a former director for The Australian Centre for Philanthropy and Non-Profit Studies (Queensland

University of Technology (QUT)) and the Peter MacCallum Cancer Foundation.

Degrees/Qualifications: David holds a Bachelor Business from QUT, an Honorary Doctorate at QUT and is a

member of the Australian Institute of Company Directors.

Jeff Forbes

Independent

Non-Executive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Nominations Committee,

Chair of Business Development Committee and Member of the Audit, Risk and Compliance Committee and

Digital Committee.

Skills and Experience: Jeff is an experienced Finance Executive and Company Director with over 30 years’

merger and acquisition, equity and capital markets and project development experience.

As an executive, Jeff worked at Cardno Limited, an engineering and environment consultancy company, as CFO,

Executive Director and Company Secretary before leaving in 2013 to commence Non-Executive Director roles.

He has spent time as a Non-Executive Director and member of the remuneration and audit and risk committees

of both listed and unlisted companies in a variety of sectors.

Prior to Cardno, Jeff was the CFO, Company Secretary and Executive Director at Highlands Pacific Limited, a

PNG-based mining and exploration company. He has significant experience in capital raisings and during his

career has worked for numerous major companies, including Rio Tinto, BHP and CSR.

Jeff has previously served as a Non-Executive Director of PWR Holdings Limited (ASX: PWH), 2015 to 2024 and of

Cardno Limited (delisted from the ASX in January 2025).

Degrees/Qualifications: Jeff holds a Bachelor of Commerce from the University of Newcastle and is a Graduate

of the Australian Institute of Company Directors.

Sibylle Krieger

Independent

Non-Executive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of the People and

Remuneration Committee, and Member of the Nominations Committee, Safety and Sustainability Committee,

Business Development Committee and Digital Committee.

Skills and Experience: Sibylle has over 40 years of broad commercial experience as a lawyer, economic

regulator, company director and independent consultant. She was a partner in two large commercial law firms

for 22 years and has over 15 years’ experience as a Non-Executive Director and Chair across listed and unlisted

companies in multiple sectors. Her current portfolio includes financial services, essential infrastructure services

and energy.

Sibylle is currently a Non-Executive Director of AusEnergy Services Limited (formerly AEMO Services Limited) and

MyState Bank Limited (ASX:MYS). She is also a member of the advisory board of Law Squared, a challenger “new

law” firm. She has previously served as Chair of Xenith IP Group Limited (ASX:XIP) and as a Director of Openpay

Group Limited (ASX:OPY), Sydney Ports Corporation, Allconnex Water, TasWater, Vector Limited (NZX:VCT), the

Australian Energy Market Operator Ltd, and as a trustee of the Royal Botanic Gardens and Domain Trust and

of Sydney Grammar School. In addition, for six years Sibylle served as a Tribunal member of the principal NSW

economic regulator y tribunal.

Degrees/Qualifications: Sibylle holds a Bachelor of Laws (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.

69

VENTIA ANNUAL REPORT 2025

CONTENTS

Non-Executive Directors
Damon Rees PSM

Independent

Non-Executive

Director

Joined the Board in July 2023: Independent Non-Executive Director, Chair of the Digital Committee, Member of

the People and Remuneration Committee, Nominations Committee and Business Development Committee.

Skills and Experience: Damon is a Sydney-based business leader focused on culture, digital enablement, and

innovation, with more than 20 years of experience driving transformational change, organisational performance,

and better customer outcomes. Damon is currently the Managing Principal & CEO at Better As Usual, a

practitioner-led professional services organisation, Chair of NSW eHealth, and Chair of the Single Digit Patient

Record Implementation Authority Advisory Board. Damon is the former Chief Executive Officer of Service NSW.

Degrees/Qualifications: Damon holds a Bachelor of Information Technology from UTS, a Global Executive MBA

from the University of Sydney and 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.

Lynne Saint

Independent

Non

-E

xecutive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Audit, Risk and

Compliance Committee, and Member of the Nominations Committee, People and Remuneration Committee,

and Safety and Sustainability Committee.

Skills and Experience: Lynne has broad financial and commercial experience from a global career, including

nearly 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 currently serves as a Non-

Executive Director of Nufarm Limited (ASX: NUF) and Iluka Resources Limited (ASX: ILU).

Degrees/Qualifications: Lynne holds a Bachelor of Commerce and a post-graduate diploma in Education

Studies from the University of Queensland. She is a Fellow of the Australian Society of Certified Practising

Accountants and the Australian Institute of Company Directors.

Anne Urlwin ONZM

Independent

Non-Executive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Safety and Sustainability

Committee, and Member of the Nominations Committee, Audit, Risk and Compliance Committee, and People

and Remuneration Committee.

Skills and Experience: Anne is a 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 (NZX: PCT) and a Non-Executive Director of Infratil

Limited (NZX: IFT) and Vector Limited (NZX: VCT). She is also a director of City Rail Link Limited.

Anne’s former governance roles include directorships of Summerset Group Holdings Ltd (NZX: SUM),

Queenstown Airport Corporation Limited, Chorus Limited (NZX: CNU), Meridian Energy Limited (NZX: MEL) and

Tilt Renewables Limited (NZX:TLT). She is a former Chair of national commercial construction group Naylor Love

Enterprises Limited and the New Zealand Blood Service and of the Audit and Risk Committee of Te Runanga o

Ngai Tahu.

In June 2022, Anne received an Officer of the New Zealand Order of Merit award for services to business.

Degrees/Qualifications: 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 New Zealand Division of the Chartered Governance Institute).

70

GOVERNANCE

VENTIA ANNUAL REPORT 2025

Executive Director
Dean Banks

Managing Director

and Group CEO

Joined the Board in June 2022: Managing Director and Group Chief Executive Officer.

Dean commenced as Ventia Group CEO in January 2021 and was appointed Managing Director in June 2022.

Skills and Experience: Dean has spent the last 15 years in C-suite roles in FTSE 250 global businesses in the

construction, manufacturing and services industries.

Degrees/Qualifications: Dean has completed the INSEAD Advanced Management Programme, and the

Integrated Management Development Scheme from Warwick University. He is also a Graduate at the Australian

Institute of Company Directors.

Company Secretaries

Details of company secretary experience and qualifications are set out below.

Jill Hardiman

Group Company

Secretary

Joined Ventia in November 2024.

Jill has more than 20 years broad secretariat and corporate governance experience. Prior to joining Ventia, Jill

was Company Secretary of CSR Limited up to the time of delisting from the ASX in mid 2024.

Jill holds a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia, is an

Associate of the Governance Institute of Australia and a Justice of the Peace NSW.

Amy Jackson

Group General

Counsel

Joined Ventia in February 2025.

Amy is an experienced legal and governance professional, known for her ability to lead high-performing teams

and navigate complex legal and commercial challenges. Amy brings over 20 years' legal experience across

multiple industries, including a significant tenure at Boral, where she most recently held the role of General

Counsel and Company Secretary.

Amy holds a Bachelor of Laws and a Bachelor of Economics (Social Sciences) from the University of Sydney,

and

a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia.

Dividends

Details of dividends for the current and previous financial year are as follows:

2025

Cents per

share

2024

Cents per

share

Final dividend for 2025 to be paid on 9 April 2026 (90% franked)12.54-

Interim dividend for 2025 paid on 8 October 2025 (90% franked)10.71-

Final dividend for 2024 paid on 7 April 2025 (80% franked)-10.63

Interim dividend for 2024 paid on 7 October 2024 (80% franked)-9.35

Since the end of the year, the Directors have resolved to pay a final dividend of 12.54 cents per fully paid ordinary share, 90%

franked. In accordance with AASB 110 Events after the Reporting Period the proposed final dividend is not recognised as a liability

at 31 December 2025.

71

VENTIA ANNUAL REPORT 2025

CONTENTS

Environmental regulation
The Group is committed to a safe and sustainable future for our employees, customers and communities. The Group operates

within an integrated Environmental Management System (System), externally verified to ISO AS/NZS14001 requirements.

The

System provides a framework for identifying and managing environmental aspects and impacts, and embeds a culture

of continual improvement for environmental performance across the business.

Our System contains a suite of policies and processes that guide our environmental performance, complemented by

supplementary tools and training to ensure our people are supported to deliver positive environmental outcomes.

Our System undergoes a comprehensive internal and external audit regime and review program each year to ensure

we

continue to meet the requirements of the International Standard, internal requirements and industry best practice.

In October 2024, the New Zealand Environmental Protection Agency (EPA) charged Ventia NZ Operations Limited with three

offences involving unlawful clearing of vegetation, performance of earthworks, and discharge of water in proximity to a protected

inland wetland area, in alleged contravention of the Resource Management Act 1991. The EPA has commenced a prosecution

against Ventia in the Whangarei District Court, and Ventia has pleaded not guilty, with the defence of that matter ongoing.

As at 31 December 2025, no other prosecutions for breaches of environmental legislation had been brought against the Group.

Directors’ and officers’ indemnity/insurance

The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any current

or former Director, secretary or other officer of the Company or a wholly owned subsidiary of the Company against:

(i)


A

ny liability incurred by the person in that capacity;

(ii)

L

egal costs incurred in defending, or otherwise in connection with proceedings, whether civil, criminal or of an administrative

or investigatory nature in which the person becomes involved because of that capacity; and

(iii)

L

egal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and

discharge of their duties.

Directors and officers of Ventia Services Group Limited and certain subsidiaries have entered into a Deed of Indemnity, Access and

Insurance that provides for indemnity against liability as a Director or officer, except to the extent of indemnity under an insurance

policy or where prohibited by statute. The deed also entitles the Director or officer to access company documents and records,

subject to undertakings as to confidentiality, and to receive directors’ and officers’ insurance cover paid for by the Company.

During or since the end of the financial year, the Company has paid or agreed to pay a premium in respect of a contract of

insurance insuring Directors and officers, and any persons who will insure these in the future, and employees of the Company

and

its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount of the premiums and the

nature of the liabilities in respect of such insurance is prohibited by the contract of insurance.

Non-audit services

During the year, Deloitte Touche Tohmatsu, the Company’s auditor, has performed certain other services in addition to their

statutory duties. The Board is satisfied that the provision of those non-audit services during the year by the auditor is compatible

with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 or as set out in APES 110 Code

of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, as they did not involve

reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an

advocate for the Company or jointly sharing risks or rewards.

Details of amounts paid or payable to the auditor for non-a

ssurance services provided during the year by the auditor are outlined

in Note 6.2 to the Consolidated Financial Statements.

Indemnity of auditor

Ventia Services Group Limited’s auditor is not indemnified under Ventia’s constitution, or any agreement.

Auditor's independence declaration

A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on

page


98.

Proceedings on behalf of the Company

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the

Corporations Act 2001.

72

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VENTIA ANNUAL REPORT 2025

Rounding of amounts
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument

2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and the Consolidated

Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing

hundreds of thousands of dollars in accordance with that Instrument, unless otherwise indicated.

Corporate Governance Statement

Ventia believes good governance is fundamental to achieving its purpose of making infrastructure work for our communities.

Ventia’s approach to governance is based on its values and strategy. They are the guide to ensuring a focus on what is right, and

what is important to clients and employees.

The Company’s Corporate Governance Statement for the year ended 31 December 2025 is set out on pages 100 – 115 and is also

available on the Company’s website at www.ventia.com/governance.

Matters subsequent to balance date

Since the end of the financial year, the Directors have resolved to pay a final dividend of 12.54 cents per fully paid ordinary share,

90% franked. In accordance with AASB 110 Events after the Reporting Period, the proposed final dividend is not recognised as a

liability as at 31 December 2025.

Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since

31 December 2025 that has significantly affected or may significantly affect:

• the Group’s operations in future financial years;

• the results of those operations in future financial years; or

•

t

he Group’s state of affairs in future financial years.

Other information

The following information, contained in other sections of this Annual Report, forms part of this Directors’ Report:

• Operating and Financial Review pages 52 – 65;

• Remuneration Report pages 76 – 97; and

• Auditor’s Independence Declaration page 98.

This Report is made in accordance with a resolution of the Directors of the Company and is dated 19 February 2026.


David Moffatt

Chairman

73

VENTIA ANNUAL REPORT 2025

CONTENTS

Executive Leadership Team
Through a ‘One Ventia’ approach, our leadership team works to drive an inclusive and values driven

culture where our people are connected, engaged and empowered to deliver service excellence for

our customers through our shared purpose and strategy.

Dean Banks

Managing Director

and Group CEO

Dean commenced as Ventia Group CEO in January 2021 and was appointed Managing

Director in June 2022.

Dean has spent the last 15 years in C-suite roles in FTSE 250 global businesses in the

construction, manufacturing and services industries.

Dean has completed the INSEAD Advanced Management Programme, and the Integrated

Management Development Scheme from Warwick University. He is also a Graduate of the

Australian Institute of Company Directors.

Jodie Blake

Group Executive,

People, Safety and

Sustainability

Jodie joined Ventia in January 2022 as Group Executive – People, Safety and Sustainability.

With more than 20 years’ experience, Jodie has held senior leadership roles within the

energy, utilities, pharmaceuticals and manufacturing sectors.

Jodie holds a Bachelor of Business – Human Resource Management and a Masters of

Industrial and Employee Relations from Monash University. She is also a Graduate of the

Australian Institute of Company Directors.

Prue Crawford-

Flett

Group Executive,

Infrastructure

Services

Prue joined Ventia in October 2024 as Group Executive - Infrastructure Services.

Prue has held executive and senior leadership roles across the construction and

infrastructure sectors including more than 20 years’ experience in the energy sector,

most recently as Chief Operating Officer at AusNet.

Prue holds an Executive leadership certificate from INSEAD, Master of Business

Administration (MBA) from Monash University, Bachelor of Engineering (Civil) from

Royal Melbourne Institute of Technology and is a Graduate of the Australian Institute

of Company Directors.

Mark Fleming

Chief Financial

Officer

Mark joined Ventia in February 2024 as Chief Financial Officer.

Mark has an extensive track record of financial, strategic and commercial leadership and

brings significant experience from across multiple industries and other leading ASX listed

organisations, including Region Group, Treasury Wine Estates and Woolworths Group

Limited. Mark was most recently employed by Region Group where he held the roles of

Chief Operating Officer and Head of Strategy & Funds Management and, prior to that,

was Chief Financial Officer.

Mark holds a Bachelor of Economics and Bachelor of Laws from the University of Sydney

and is a Certified Practising Accountant (CPA) in Australia.

Emma Hogan

Group Executive,

Strategy and

Corporate Affairs

Emma joined Ventia in January 2024 as Group Executive - Strategy and Corporate Affairs.

Em has over 25 years' experience across both the public and private sectors, most

recently in state Government as Secretary for Digital, and the NSW Department of

Customer Service. Em brings her experience as a transformation leader across strategy,

customer, digital, culture and communications to her role at Ventia.

Em holds an Executive Certificate in Public Policy from the Harvard Kennedy School, is

a graduate of the Executive program at Stanford University Graduate School of Business

and holds a post graduate qualification in HR Management from Deakin University.

Em is also a graduate of Australian Institute of Company Directors.

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GOVERNANCE

VENTIA ANNUAL REPORT 2025

Amy Jackson
Group General

Counsel

Amy Jackson joined Ventia as Group General Counsel in February 2025.

Amy is an experienced legal and governance professional, known for her ability to

lead high-performing teams and navigate complex legal and commercial challenges.

Amy brings over 20 years' legal experience across multiple industries, including a

significant tenure at Boral, where she most recently held the role of General Counsel

and

Company Secretary.

Amy holds a Bachelor of Laws and a Bachelor of Economics (Social Sciences) from the

University of Sydney, and a Graduate Diploma of Applied Corporate Governance from

the

Governance Institute of Australia.

Derek Osborn

Group Executive,

Innovation and

Transformation

Derek joined Ventia's Executive Leadership Team in 2020 following the acquisition of

Broadspectrum. As Group Executive, Derek leads Ventia's enterprise-wide innovation

and transformation agenda. His portfolio brings together supply chain, engineering, and

enterprise services to drive new revenue streams, deliver significant cost efficiencies,

and execute the company's digital and data strategy.

With more than 25 years’ experience in operational management, Derek has held

senior and executive leadership roles in the mining, defence and property sectors, and

worked in consulting and public and listed company roles. Derek holds a Bachelor of

Environmental Design and a Masters in Building Science from The University of Western

Australia. He is also a Graduate of the Australian Institute of Company Directors.

Sarah Palmer

Group Executive,

Telecommunications

Sarah joined Ventia in 2025 and is responsible for leading Ventia’s telecommunications

business across Australia and New Zealand.

Prior to her current role, Sarah was Executive Vice President for North American

telecommunications network infrastructure services provider Telecon, in Toronto,

Canada. She was also Global Vice President Digital Infrastructure of Boldyn Networks.

She previously held executive roles at both Telstra and NBN Co in Australia.

Sarah is an experienced leader with over 20 years’ experience across Australia and

Canada in the technology, telecommunications and IoT sectors. Sarah is a Graduate

of Harvard Business School's Advanced Management Program and holds a Bachelor

of Economics and Japanese Studies from The University of Sydney.

Damian Pedreschi

Group Executive,

Tr a n s p o r t

Damian joined Ventia in 2023 as Executive General Manager – New Zealand and

commenced as Group Executive – Transport in October 2025.

Prior to this, he held several senior executive roles at Beca over a 16-year period,

including Chief Customer and Markets Officer, Group Director Transport & Infrastructure,

and General Manager – Transport.

With extensive experience in delivering complex critical and essential infrastructure

across New Zealand and Australia, Damian is known for his strategic leadership and

commitment to aligning client needs with community outcomes. His strong marketing

and business acumen, combined with a passion for building high-performing teams,

has made him a respected voice in the transport industry.

Damian holds qualifications in Business Management, Leadership, and Marketing from

institutions including Wharton Business School and the University of Montpellier.

Mark Ralston

Group Executive,

Defence and Social

Infrastructure

Mark joined Ventia in 2015 and is Group Executive – Defence and Social Infrastructure

responsible for the strategic growth and delivery of services to the defence, local

government, property and social infrastructure sectors, including education, health,

housing and justice.

Prior to his current role, Mark was responsible for leading Ventia's Telecommunications

business. He was previously also Group Executive - Strategy and Corporate Affairs

responsible for portfolio strategy, sustainability, corporate development initiatives,

M&A

integration and corporate affairs.

Mark is an experienced leader with over 20 years’ experience across Australia and the

United States in the engineering and construction, transportation, healthcare and

technology sectors. Mark is a Graduate of INSEAD’s Advanced Management Programme,

a Graduate of the Australian Institute of Company Directors and holds a Bachelor of

Applied Science from The University of Sydney.

75

VENTIA ANNUAL REPORT 2025

CONTENTS

Remuneration
Report

Remuneration

Report

Contents

Letter from the Chair of the People 77

and Remuneration Committee

1. Key Management Personnel 79

2. Key messages for FY25 79

3. FY25 remuneration at a glance 81

4. Executive remuneration structure 83

5. Business performance and 88

remuneration outcomes

6. Non-Executive Director fees 92

7. Remuneration governance 93

8. Statutor y disclosures 95

Pictured: Pictured: A member of our

Water team performing an inspection

at a wastewater treatment plant,

Rocklea, Queensland

76

GOVERNANCE

VENTIA ANNUAL REPORT 2025

Sibylle Krieger
Chair of the People and

Remuneration Committee

Letter from the Chair of the People

and Remuneration Committee

Dear Shareholders,

On behalf of the Board, I present the Remuneration Report

for the year ended 31 December 2025.

FY25 was a year of strong financial performance as we

achieved underlying net profit after tax excluding amortisation

of acquired intangible assets (NPATA) of $257.6m, which

exceeded the upgraded guidance range announced at our

half-year results in August 2025. FY25 was also a year of

growing shareholder returns, as Ventia continued to mature

as

an ASX150 company and to deliver for our shareholders.

Our overall enterprise-wide safety performance was strong

and we improved our total recordable injury frequency

rate (TRIFR) significantly. This strong result was, however,

marred by a tragic fatality in the last few weeks of 2025.

We lost a young colleague in November 2025 at the Port

Kembla steelworks site in New South Wales. This incident

was felt deeply across our business and is a stark reminder

of the importance of our people’s health and safety. While

the investigation remains ongoing, given that the safety of

our people is Ventia’s foremost priority, the Board has given

careful consideration as to how this should impact FY25

remuneration outcomes.

Alongside information available to date concerning the

fatality,

the Board considered the following performance

outcomes in determining the remuneration outcomes for

the year:

•

W

hile revenue was flat year-on-year, our Underlying earnings

before interest, tax, depreciation and amortisation (EBITDA)

margin improved to 8.7%, our highest ever, demonstrating

our commitment to focus on higher margin work while

ensuring disciplined cost management.

•

A continued emphasis on building our pipeline of work,

with work in hand increasing by 14.4% to $22.1b, while also

ensuring reliable cash flow by maintaining our underlying

operating cash conversion ratio of 93.6% consistent with

last

year.

• Delivering growing shareholder returns, including our

highest ever dividend since listing, with a total dividend

declared of 23.25 cents per share in FY25. During the year,

we also increased our on-market share buyback program

from $100m to $150m, demonstrating our commitment

to

delivering strong capital returns to our shareholders.

• Improving our TRIFR through a reduction to 2.81, compared

to 3.31 last year.

•

Reducing our carbon emission intensity, in relation

to Scope 1 and 2 emissions (market-based), from

6.5 t

CO₂

-e

/$million to 6.4 tCO₂

-e

/$million.

Our strong financial, TRIFR and sustainability performance

would ordinarily point to a short-term incentive (STI) outcome

of 103.8% for our executive KMP. To recognise the significance

of the Port Kembla fatality however, the Board has exercised

discretion to reduce the safety component to nil, resulting in

a

15% reduction to the FY25 STI and an outcome of 88.8%.

Given that investigations into the causes of the Port Kembla

fatality are not yet concluded, the Board will consider the need

for further adjustments, if any, once the investigations have

concluded. Any further adjustments will be disclosed in future

years' Remuneration Reports.

Further detail of the FY25 STI assessment can be found in

section 5.3 of this Report.

“

Our remuneration approach has remained

in place since our ASX listing in 2021 and

continues to be fit-for-purpose for our

current stage. It focuses management on

delivering on annual and long-term outcomes

and provides the Board with the flexibility

to assess remuneration outcomes with

consideration of financial and non-financial

performance, including

safety.

”


77

VENTIA ANNUAL REPORT 2025

CONTENTS

In relation to FY25 total fixed remuneration (TFR) and long-
term incentive (LTI) outcomes:

•

TFR per annum for the MD & CEO increased by 4.0%

to $1,456,000 and the CFO received a 3.5% increase

to $853,875, in line with the FY25 employee salary

review

budget.

• For the FY25 LTI award which was subject to an up-front

grant assessment at the end of FY25, an outcome of 90.4%

was achieved. This up-front grant assessment determines

the number of Share Appreciation Rights (SARs) to be

granted (as a percentage of an individual’s maximum LTI

opportunity) and is subject to further financial performance

testing of each tranche prior to vesting. Further detail of the

LTI up-front grant assessment can be found in section 5.4.

•

For the first tranche of the FY22 LTI award which was tested

at the end of the vesting period in March 2025, the return

on equity (ROE) hurdle was met, resulting in 100% vesting

for this tranche. The SARs only hold value if the share

price is higher at the date of vesting than the allocation

price, which in this case was $2.220. Given Ventia’s share

price at vesting of $4.214, each SAR in the first tranche of

the FY22 LTI delivered a value of $1.994, recognising the

growth in shareholder value delivered by our executives

during the vesting period. The remaining two tranches

of the FY22 LTI award are due to be tested in March 2026

and March

2027 and the outcome will be disclosed in

subsequent

Remuneration Reports.

Following careful consideration of the external stakeholder

feedback received before and at the 2025 Annual General

Meeting (AGM), we have improved our disclosures in relation

to FY25 remuneration outcomes, by:

•

R

etrospectively disclosing the actual outcomes achieved in

the STI scorecard relative to threshold, target and stretch.

• Retrospectively disclosing the performance targets for our

up-front LTI grant assessment.

As foreshadowed in the FY24 Remuneration Report, the Board

base fee was increased by 3.9% in FY25. Other changes were

made to the structure of Non-Executive Director (NED) fees

to

reflect ASX market practice – see section 6 for more detail.

The Board is of the view that Ventia’s current remuneration

framework remains fit-for-purpose for the Company’s current

stage. Accordingly, no significant changes to the executive

remuneration structure are proposed for FY26. However,

following an extensive independent executive and NED

benchmarking exercise conducted by external advisors, the

following changes will be made to FY26 remuneration levels:

•


T

FR for the MD & CEO will increase by 3.00% and for the CFO

by 3.25%, reflecting market benchmarks and business and

individual performance.

•

The benchmarking exercise indicated that the LTI

opportunity of the MD & CEO was below market. To improve

the competitiveness of the MD & CEO’s total remuneration

package and focus the MD & CEO on Ventia’s long-term

strategy, his maximum LTI opportunity will increase from

100% to 120% of TFR.

•


T

he People and Remuneration Committee (PRC) Chair fee

will increase from $25,000 to $30,000, to recognise the time

commitment and workload required in the role, and taking

into account the benchmarking information received. This

is

the first increase to the PRC Chair’s fee since Ventia’s ASX

listing in 2021.

The Board continues to engage, value and listen to the

feedback of shareholders. Our aim is to ensure that our

executive remuneration framework supports our business

strategy, reflects our values and performance and is consistent

with the value that we deliver to all our stakeholders. On behalf

of the Board, we look forward to welcoming you and receiving

your feedback at our 2026 AGM.

Yours sincerely,

Sibylle Krieger

Chair of the People and Remuneration Committee (PRC)

19 February 2026

78

GOVERNANCE

VENTIA ANNUAL REPORT 2025

The Board of Directors of Ventia Services Group Limited (Company or Ventia) present the Remuneration Report (Report) prepared
in accordance with Section 300A of the Corporations Act 2001 for the Company and its controlled entities for the year ended

31 December 2025 (FY25).

1. Key Management Personnel (KMP)

This Report outlines Ventia's remuneration framework and the outcomes for the year ended 31 December 2025 for KMP. KMP are

those persons having the authority and responsibility for planning, directing and controlling the activities of Ventia, directly or

indirectly, including any Director.

Details regarding the KMP covered by this Report are outlined below.

NamePositionTerm as KMP

Non-Executive Directors

David MoffattChair, Independent Non-Executive DirectorFull year

Jeff ForbesIndependent Non-Executive DirectorFull year

Sibylle KriegerIndependent Non-Executive DirectorFull year

Damon ReesIndependent Non-Executive DirectorFull year

Lynne SaintIndependent Non-Executive DirectorFull year

Anne Urlwin Independent Non-Executive DirectorFull year

Executives

Dean BanksManaging Director and Group Chief Executive Officer (MD & CEO)Full year

Mark FlemingChief Financial OfficerFull year

2. Key messages for FY25

The variable remuneration outcomes and remuneration changes are summarised below.

ElementDetailReference

FY25 STI Outcomes

Following the assessment of the STI metrics, an outcome of 88.8% was achieved. This outcome

was used to calculate the STI payable, including deferred share rights granted to participants.

The total STI to be awarded to the MD & CEO and CFO is 59.2% of their maximum opportunity.

To enhance our disclosure this year, we have disclosed the performance outcomes achieved in

the STI scorecard and where this sits relative to threshold, target and/or stretch.

Section 5.3

Application of

Discretion

To recognise the significance of the Port Kembla Steelworks fatality during the year, the Board

has exercised discretion to reduce the safety component of the STI to nil, resulting in a 15%

reduction to the overall FY25 STI scorecard outcome from 103.8% to 88.8%.

Given that investigations into the causes of the Port Kembla fatality are not yet concluded,

the Board will consider the need for further adjustments, if any, once the investigations have

concluded. Any further adjustments will be disclosed in future years' Remuneration Reports.

Section 5.3

FY25 LTI Up-front

Grant Assessment

Outcome

Ventia’s fit-for-purpose LTI plan is strongly aligned with the delivery of our strategy of Redefining

Service Excellence and comprises performance tests occurring at two points in the LTI award

lifecycle – before the award is granted and before the award vests. This aims to moderate the

grant value of the award upfront, while also ensuring long-term performance is achieved before

any awards vest.

Following an assessment against the up-front grant metrics, an outcome of 90.4% was achieved.

This outcome is used to calculate the number of Share Appreciation Rights (SARs) to be granted

to participants, which are subject to further performance testing during the vesting period.

Based on feedback received in the lead-up to the 2025 AGM and to enhance our level of

disclosure, we have disclosed performance targets and outcomes of the up-front grant

assessment metrics this year.

Section 5.4

79

VENTIA ANNUAL REPORT 2025

CONTENTS

ElementDetailReference
FY22 LTI Vesting

Outcome (Tranche 1)

As part of the performance test at the end of the vesting period, the first tranche of the initial LTI

SARs award granted post ASX listing vested on 31 March 2025 as:

•


T

he return on equity (ROE) hurdle of 15% was met; and

•

The vesting price of $4.214 exceeded the share price at allocation of $2.220.

Each SAR delivered $1.994 in value to participants.

Further details on the vesting outcomes of the second and third tranches of the FY22 LTI will be

released in subsequent Remuneration Reports when these awards are tested.

Section 5.5

NED Fee and

Structure


Changes

During FY25, Board base fees (excluding the Chair fee) increased by 3.9% to $187,000 (exclusive

of superannuation).

In addition, the following changes were made to the Board’s fee structure:

•

Previously, the independent Chair of the Board was paid a Board Chair fee and committee

member fees for membership on three committees, totalling $395,000 (exclusive of

superannuation). In FY25, this approach was streamlined, aligning with ASX market practice,

to provide the Chair with an all-in-one fee of $395,000 (exclusive of superannuation) to cover

the Board Chair fee and all committee memberships. There has been no change to his total

fee during FY25; and

•

The role of Lead Independent Director has been removed and Jeff Forbes no longer receives

the Lead Independent Director fee.

Section 6.1

Changes for FY26

Informed by an independent benchmarking exercise undertaken by the Company’s external

advisors against our ASX peers of similar size, the below changes will be made to executive KMP

remuneration levels to ensure ongoing market competitiveness:

• TFR will increase for the MD & CEO by 3.00% and for the CFO by 3.25%; and

• LTI opportunity for the MD & CEO will increase from 100% to 120% of TFR after the

benchmarking exercise indicated that the LTI component was below market. This greater

weighting on LTI also aims to focus the MD & CEO on achieving our long-term growth strategy.

In terms of NED fees, based on the benchmarking outcomes, only the PRC Chair fee will

increase, from $25,000 to $30,000 (exclusive of superannuation). This aims to recognise the time

commitment and workload required in the role, noting that this is the first increase to the PRC

Chair’s fee since Ventia’s ASX listing in 2021.

N/A

Pictured: Members of Ventia's Transport team at Port of Brisbane, Queensland

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GOVERNANCE

VENTIA ANNUAL REPORT 2025

3. FY25 remuneration at a glance
3.1. Overview of the remuneration objectives

Ventia’s Remuneration Framework is underpinned by the following key objectives:

Provide for strong

shareholder

alignment

Drive appropriate

behaviours

and support

desired culture

Be market-

competitive to

attract, motivate

and retain talent

Support

delivery

of

business

strategy

Be simple

and

transparent

3.2. Alignment of remuneration framework to our strategic priorities

Our approach to remuneration intends to advance our strategic objectives by striving for alignment with the Company's

overarching strategic goals. Each element of the remuneration framework has been carefully considered to ensure alignment

with

our key objectives and the priorities and focus areas of the business, to deliver our long-term growth strategy.

In line with the above, the Ventia strategic objectives are driven through carefully selected metrics and performance periods

for our STI and LTI plans, as illustrated in the table below. Participants will only be eligible to participate in the plans where a

minimum level of performance is met and the gates for each plan are met (unless otherwise determined by the Board).

Performance

Category Performance MeasuresSTI Weight

LT I G r a n t

Weight

LTI Vest

WeightFY23FY24FY25FY26FY27FY28FY29

Safety

Leader Learning

Conversations

Gate on

entire STI

TRIFR10%

Strategic Initiatives

Cross-selling 5%

Sustainability

Carbon emission intensity5%

Financial

Net profit after tax and

amor t is at ion (NPATA )

(85%

of budget)

Gate on

entire STI

NPATA 35%

Free cash flow25%

Revenue secured


20%

Work in hand


33.3%

Cash conversion ratio 33.3%

Earnings per share

compound annual growth

rate (EPS CAGR)

33.3%

ROEGate on

e nt ir e LT I

Shareholder Return

Growth in share price


Gate on

e nt ir e LT I

100%100%

Both gates

to be met


Legend

STI Metric: Performance Period LTI Metric: Performance Period

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VENTIA ANNUAL REPORT 2025

CONTENTS

The STI rewards executives for delivery against key criteria that are critical focus areas in the financial year. The rationale behind
each STI measure’s selection is outlined below.

STI Performance CategoryRationale and Description

SafetySafety is fundamental to our licence to operate and underpins our strategy.

A leading indicator, Leader Learning Conversations, acts as a gateway to participate in the STI. Each participant

is required to complete 12 safety conversations during the year at our sites, to a high standard, which is

reviewed and monitored. Ventia’s Leader Learning conversations provide leaders with the opportunity to

engage in an open two-way discussion with employees about safety and are focused on fostering a culture

of

transparency, accountability and continuous improvement.

In addition to the Leader Learning conversation gate, 10% of the scorecard is weighted towards TRIFR, a lag

indicator of our annual safety performance.

Strategic InitiativesCross-selling is a key metric for our business to expand customer relationships and encourage collaboration

between our sectors, and whole-of-enterprise thinking on the part of our executive team. As part of our strategy

to Redefine Service Excellence, collaboration enables us to leverage our diverse capabilities to support clients.

SustainabilityCarbon emission intensity reduction targets emphasise that sustainability is a key pillar of our strategy.

Reducing Ventia’s Scope 1 and 2 emissions assists the business in meeting the expectations of our investors

and


customers.

FinancialDelivering annual financial outcomes that drive long-term shareholder value and align with the Company’s

strategic priorities. To be eligible for any STI awards, an NPATA gateway equivalent to 85% of budget must be

met (in addition to the Leader Learning Conversation gateway outlined above) to ensure a minimum level of

financial performance is achieved and to ensure affordability of the program to Ventia.

Once the financial gateway is met, the financial metrics assessed are:

•

NPATA, which reflects Ventia's underlying profitability, ensuring management remains focused on growing earnings;

•


F

ree cash flow, which reflects Ventia’s ability to generate cash from the normal operations of the business; and

•

R

evenue secured, which demonstrates Ventia's ability to capture market share, with a focus on higher margin work.

The LTI promotes long-term shareholder value creation through the inclusion of both up-front grant metrics (informing the initial

grant quantum) and vesting metrics (informing the quantum that vests). This approach ensures focus on long-term priorities

and shareholder value creation over a period of up to seven years (as illustrated in the figure in Section 4.3), and also promotes

retention of senior talent.

The rigorous LTI up-front grant metrics serve as a moderator to determine the initial LTI quantum, as a percentage of the

maximum opportunity, to ensure that the initial LTI quantum reflects the broader business context and performance over

a

backward-looking period of up to three years.

LTI Grant MetricRationale and Description

Work in HandWork in hand measures Ventia's success in building a resilient and reliable revenue base, comprising of:

• Future revenue from contracted projects with agreed volumes and scope; and

• An estimate of future revenue that is likely to be generated from contracted projects where the project scope and

volumes are variable.

Work in hand is measured as at 31 December 2025.

Cash Conversion

Ratio

Cash conversion ratio measures the efficiency of Ventia in converting our contracted revenue to cash over a three-year period.

This is measured by calculating operating cash flow before interest and tax divided by EBITDA from 1 January 2023 to

31

December 2025 (three years).

EPS CAGREPS CAGR measures Ventia's ability to generate consistent and sustainable earnings growth over a three-year period,

with consideration of shareholder dilution and the impact of share buybacks.

This is measured by EPS growth from 31 December 2022 to 31 December 2025 (three years).

Once the initial LTI grant quantum is determined and SARs are granted, a further performance test occurs on the SARs at the end

of two, three and four years against the below vesting metrics.

LTI Vesting MetricRationale and Description

ROEROE measures Ventia’s ability to generate a meaningful profitable return from its shareholders’ equity. For each

tranche (at the end of two, three and four years), ROE needs to be at least 15% at the end of the preceding financial

year for the SARs tranche to be eligible to vest.

Share Price GrowthDeliver y of the LTI in SARs means executives only receive value from their awards when the share price at vesting

is higher than the share price at allocation, linking LTI outcomes to shareholder value creation. If the share price at

vesting is

below the allocation price, participants will receive nil LTI value (even if the ROE metric is met).

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VENTIA ANNUAL REPORT 2025

4. Executive remuneration structure
The Board has carefully considered the remuneration structure for executives, taking into account the remuneration objectives

(see Section 3.1), the strategy of the business, our risk appetite and our key metrics to reward ongoing performance that also sets

Ventia up for future success.

We benchmark our remuneration against similar-sized companies to ensure competitive levels and have designed a remuneration

framework we believe to be the best fit for Ventia at its current stage, to reward and motivate executives to deliver positive

outcomes in both the short and long term that are well-aligned to the interests of our shareholders.

4.1. Total Fixed Remuneration (TFR)

Purpose

TFR for executive KMP is set with reference to our ASX peer group/s, to attract and retain capable

leaders and reward them for their role responsibilities and accountabilities.

Opportunity

To ensure market competitiveness of remuneration arrangements, during the year, an independent

benchmarking exercise was undertaken by external advisors, against companies of similar size.

Delivery Mechanism

Cash and other benefits (including superannuation).

4.2. STI Plan

The key terms of the 2025 STI plan are outlined below.

STI illustration



Year 1

50% of STI awarded in cash

Year 0 Year 2Year 3



50% deferred into

Share Rights

One-year performance period against

a scorecard of safety, financial,

strategic and sustainability metrics.

 One year (50%)

Two years (50%)

50% of Share

Rights vest

50% of Share

Rights vest

Te r mDetail

Purpose

The STI focuses the efforts of our executives on achieving our key annual priorities during the financial

year, including meeting safety, financial, strategic and sustainability performance objectives.

Opportunity

STI opportunity is calculated as a percentage of TFR as shown below.

PositionTarget (% of TFR) Maximum (% of TFR)

MD & CEO85%1 27. 5%

CFO60%90%

Performance Period

One year.

Delivery Mechanism

The STI is delivered 50% in cash and 50% in deferred Share Rights, provided the overall STI awarded is

at least $100,000.

For the deferred Share Rights, half vest after one year and the balance after two years. At the end of the

vesting period, each Share Right converts into a fully paid Ordinary Share. No consideration is payable

by the participant for each Share Right upon conversion.

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VENTIA ANNUAL REPORT 2025

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Te r mDetail
Dividends

Participants will be entitled to receive dividend equivalents in additional shares to the value of

dividends that would have been received on shares delivered on vested share rights had those shares

been held since the grant date of the share rights. The Board considers that Dividend Equivalents

strengthen the alignment of executives’ outcomes to those of shareholders over the same period.

Award Assessment

Subject to meeting the below, participants are eligible for an STI:

• Safety gateway – meeting the required number of Leader Learning Conversations;

• NPATA gateway – meeting at least 85% of budget; and

• A minimum level of acceptable individual performance.

Performance is assessed at the end of each financial year against a Group scorecard comprising of

the safety, financial, strategic and sustainability measures outlined in sections 3.2 and 5.3. In the

first quarter of each financial year, the Board sets performance targets against each measure at the

threshold, target and stretch levels based on annual budgets, business plans, economic conditions

and the market outlook.

Threshold represents the minimum performance level required for a payment to be made, while

stretch denotes a level of out-performance at which the maximum STI for that measure is awarded.

The Board ensures that performance targets are both challenging and motivating enough to

encourage executives to meet the objectives.

The Board retains overarching discretion to modify performance outcomes including should there

be a fatality and/or a material environmental, social or governance event during the year, including

modifying overall STI outcome to zero in appropriate circumstances.

4.3. LTI Plan

The key terms of the 2025 LTI plan are outlined below.

LTI illustration



Vesting of SARs subject to further sale restrictions

  



  

Grant of SARs

 

Work in hand (33%) is assessed

as at 31 December 2025.

Rolling three-year assessment

of cash conversion ratio (33%)

and EPS CAGR (34%).



 









 





 















Te r mDetail

Purpose

The LTI focuses our executives on meeting our long-term objectives to drive sustained business

growth and create shareholder value.

Opportunity

LTI opportunity is calculated as a percentage of TFR as shown below.

RoleMaximum (% of TFR)

MD & CEO100%

CFO80%

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Te r mDetail
Up-front Grant Assessment

Prior to allocating any awards under the LTI, Ventia assesses performance via an up-front grant

assessment against three financial measures (looking back at performance for up to three years)

to

determine the initial LTI grant value using the formula below.

The LTI up-front grant assessment ensures ongoing focus by executives on key business metrics

that set up the business for sustained long-term returns and rewards for delivery of value over time.

This approach also moderates the initial quantum of LTI awards and aligns the quantum to the

Company’s overall performance.

LTI Grant Value = Maximum LTI Opportunity ($) x Up-front Grant Assessment Outcome (%)

The equally weighted measures comprise of (1) Work in hand, (2) Cash conversion ratio and (3) EPS

CAGR. Further detail on these measures and how the up-front grant assessment works are shown in

Sections 3.2 and 5.4.

For each of these measures, the LTI grant value outcome is determined as shown below, with

straight-line pro-rata increases between performance levels.

Performance achievedLTI grant value (% of maximum LTI opportunity)

Below thresholdZero

Threshold50%

Target75%

Maximum100%

Delivery Mechanism

Share Appreciation Rights.

A SAR is a right to receive a fully paid Ordinary Share subject to meeting vesting conditions

and positive share price growth between the initial allocation date and the vesting date. No

consideration is payable by the participant for each SAR.

Where the vesting price is lower than the allocation price, the SARs will have no value for participants.

Allocation Methodology

Ventia determines the value of each SAR to be equal to 35% of Ventia’s allocation price rather than

using a variable Black-Scholes fair value calculation methodology where the discount would change

year-to-year. The Board believes its fixed discount approach is a more transparent approach, more

readily understood and generally a more conservative outcome than Black-Scholes.

The number of SARs to be granted following the 2025 up-front grant assessment is determined by

the formula shown below.

Number of SARs =

Maximum LTI Opportunity ($) x Upfront grant Assessment Outcome (%)

20 trading day volume weighted average price (VWAP)

up to and including 31 December 2025 x 35%

Subsequent Vesting Conditions

At the end of the vesting period for each tranche of SARs, subsequent vesting metrics must also be

met for any SARs to vest:

•

Threshold level of 15% ROE achieved in the preceding financial year; and

• The vesting price must be higher than the allocation price. The initial allocation price for the

2025 LTI will be the 20 trading day VWAP up to and including 31 December 2025. The vesting price

for the 2025 LTI is the 20 trading day VWAP up to and including 31 December 2027 (Tranche 1),

31 December 2028 (Tranche 2) and 31 December 2029 (Tranche 3).

Where any SARs vest, the number of fully paid Ordinary Shares to be delivered is determined by the

formula shown below.

Number of Shares =

Number of SARs x (Vesting price – Allocation price)

Vesting price

Dividends

Participants will be entitled to receive dividend equivalents in additional shares to the value of

dividends that would have been received on shares delivered on vested SARs had those shares been

held since the grant date of the SARs. The Board considers that Dividend Equivalents strengthen the

alignment of executives’ outcomes to those of shareholders over the same period.

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VENTIA ANNUAL REPORT 2025

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Te r mDetail
Sales Restriction

To further ensure alignment with long-term business value creation and with the shareholder

experience, a 14-month sale restriction applies to Shares received from each tranche of vested SARs.

Rationale for the LTI Design

Ventia's LTI plan was carefully crafted to be fit-for-purpose for the business' current stage and to

achieve our remuneration objectives. It is strongly aligned with the delivery of the Company's

strategy and is designed to promote long-term shareholder value creation. Key design aspects

considered include:

•


A

pplying the initial LTI grant assessment to moderate the actual grant value, based on

performance in prior years, ensures that the awards granted are determined in the context

of

the Company’s overall performance and are unlikely to turn out to be excessive;

• The ROE threshold performance for the preceding financial year prior to the vesting date over the

two-, three- and four-year vesting periods ensures that overall, Company performance under the LTI

plan will ultimately be assessed for up to seven years (up to three years prior to and four years post-

grant), which promotes executive long-term decision-making and is longer than market norms;

•


D

elivery via SARs promotes strong focus on shareholder alignment by only rewarding executives

when there has been share price growth between grant and vesting; and

• The additional 14-month sale restrictions that apply post vesting for each LTI tranche further

align the executives to the shareholder experience and promote retention of senior talent.

4.4. Executive KMP pay mix

The following graphs show the pay mix at maximum performance for the MD & CEO and CFO. The actual pay awarded will be

subject to the performance against set targets.

CEOCFO

TFR

STI Maximum

LTI Maximum

30%

39%

31%

TFR

STI Maximum

LTI Maximum

37%

33%

30%

4.5. Minimum shareholding requirement

In line with the remuneration principle of providing strong shareholder alignment, a minimum shareholding requirements (MSR)

is in place for the Non-Executive Directors (NEDs) and Executive KMP. The Company's MSR for these roles is outlined below:

PositionMinimum Shareholding RequirementTiming to Meet Requirement

1

NED100% of Board base fee3 years

MD & CEO200% of TFR5 years

CFO100% of TFR5 years

1. The Board retains discretion as to the approach taken where NEDs and executive KMP do not meet the MSR within the required period. Once the MSR is achieved, KMP

are expected to retain those levels.

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GOVERNANCE

VENTIA ANNUAL REPORT 2025

4.6. Other terms of the STI and LTI
4.6.1. Clawback

A clawback provision applies to participants’ incentive awards, which allows the Board to clawback Share Rights, SARs, any

resulting Shares from the exercise of vested awards (including Dividend Equivalents) or the financial benefit of those resulting

Shares arising from the awards in the below circumstances.

The relevant circumstances in which clawback may occur include:

•

Fraud, dishonesty or serious misconduct;

• Breach of duties, responsibilities or obligations to any company in the Ventia group;

• Bringing any company in the Ventia group into disrepute;

• Material misstatement or omission in the financial statements;

•


A c

atastrophic environmental or safety event that results in significant damage to the reputation of any company in the Ventia

group or its operations; or

•

A

ny other circumstance that the Board determines would result in a participant receiving an inappropriate benefit if clawback

was not exercised.

4.6.2. Change of control

Where there is a change of control event, subject to meeting the ASX Listing Rules, the Board may determine that:

•

U

nvested awards will vest and become exercisable in full or in part; and

•

The Company, on behalf of the participant, will direct any trustee to transfer trust Shares into the participant's name.

4.6.3. Cessation of employment

The treatment of awards on ceasing employment will depend on the circumstances of cessation, with the Board retaining

overarching discretion to determine an alternative treatment.

Unvested Awards

Unless the Board in its discretion determines otherwise:

• For employees deemed to be a 'Good Leaver,' awards will remain on-foot, subject to achievement of

performance-related vesting conditions.

• In all other circumstances, all awards will lapse, unless the Board in its discretion determines otherwise.

Vested Awards

Participants will continue to hold Ordinary Shares that have vested.

4.7. Executive service agreements

The following table outlines the summary of terms of employment for executive KMP.

PositionTerm of AgreementNotice Period by ExecutiveNotice Period by Company

MD & CEOOngoing9 months9 months

CFOOngoing6 months6 months

Executive KMP are also subject to restraints that will apply upon cessation of employment to protect the business interests

of


Ventia.

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VENTIA ANNUAL REPORT 2025

CONTENTS

5. Business performance and remuneration outcomes
The Board considers the link between remuneration outcomes and Company performance to be of critical importance. Ventia

has delivered solidly against a wide range of business objectives in FY25, demonstrating the breadth of our offering, combined

with the strength and long term nature of our relationships with key customers.

Total revenue

$6,141.1m

 0.6% on FY24

Underlying EBITDA

$532.1m

 6.6% on FY24

Underlying EBITDA %

8.7%

 0.5 pp on FY24

Underlying NPATA

$ 2 5 7. 6 m

 13.0% on FY24

Underlying cash conversion

ratio

93.6%

 2.2 pp on FY24

Work in hand

$22.1b

 14.4% on FY24

TRIFR

2.81

 15% on FY24

5.1. Historical business performance

The Company's STI and LTI awards are structured to align executive remuneration with business performance, placing a strong

emphasis on the delivery of incentives in equity to align with shareholder outcomes.

The graphs and table below summarise Ventia's performance over the past five years.

0

50

100

150

200

250

300

FY25FY24FY23FY22FY21

$’m

15.1% CAGR

0

5

10

15

20

25

FY25FY24FY23FY22FY21

$’b

7.2% CAGR

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

FY25FY24FY23FY22FY21

$’m

7.7% CAGR

70%

80%

90%

100%

FY25FY24FY23FY22FY21

2.5% CAGR

Underlying NPATA ($m)

Work in Hand ($b)

Total Revenue ($m)

Underlying Cash Conversion Ratio (%)

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GOVERNANCE

VENTIA ANNUAL REPORT 2025

FY21FY22FY23FY24FY25
Opening share price ($)1.70

1

2.002.413.143.60

Closing share price ($)2.002.413.143.605.95

Dividends paid per share (cents)6.288.9416.5918.7621.34

On-market buyback ($'m)----1 37. 6

Statutory ($’m)

To t a l r e v e n u e4, 5 5 7.45 ,16 7. 55,676.46,105.56,141.1

Earnings before interest, income tax, depreciation

and amortisation (EBITDA)

312.2414. 3465.2499.35 5 7. 0

Net profit after tax (NPAT)19.5191.2189.8220.2272.2

Underlying2 ($’m)

To t a l r e v e n u e4, 5 5 7.45 ,16 7. 55,676.46,105.56,141.1

EBITDA379.9419.8465.2499.3532.1

NPATA14 6.8179.6202.12 27. 92 5 7. 6

NPAT131.3162.8189.8220.2254.8

1. As Ventia listed on the Australian Securities Exchange on 19 November 2021, the opening share price in FY21 reflects the IPO issue price of $1.70.

2. Refer to Operating and Financial Review section for a reconciliation between statutor y results and underlying results.

5.2. FY25 TFR outcomes

As foreshadowed in last year’s Remuneration Report, a modest increase to TFR was provided to executive KMP in FY25, which did

not exceed the salary increase budget that applied to Ventia’s salaried employees.

PositionFY24 TFRFY25 TFRIncrease %

MD & CEO$1,400,000$1,456,0004.0%

CFO$825,000$853,8753.5%

5.3. FY25 STI outcomes

When evaluating performance, the Board takes into account the outcome achieved and also considers the application of

discretion. This includes evaluating the shareholder experience, the broader employee experience, the customer experience

and the impact of factors both within and outside of management's control. In light of the Port Kembla fatality during FY25,

the Board has exercised discretion to reduce the safety component to nil, resulting in a 15% reduction to the FY25 STI outcome

from 103.8% to 88.8%. Depending on the outcome of the investigation into the fatality, the Board will consider the need for

further adjustments to remuneration once the investigation concludes. Any further adjustments will be disclosed in future years'

Remuneration

Reports.

The following table provides a summary of Ventia's performance against the measures set out in the FY25 STI Scorecard used to

assess our executives, ensuring a collective focus on Group outcomes. Based on external stakeholder feedback received in FY25,

we have sought to balance enhancing the level of disclosure to be more aligned with the expectations of an ASX 150 company yet

still preserving commercial sensitivities.

All participants are required to meet a minimum level of acceptable performance to be eligible to receive their STI award each year.

MetricWeightingPerformance AchievedWeighted Outcome

NPATA minimumGatewayFY25 NPATA of $257.6m met the gate (equal to 85%

of budget) to be eligible for the STI.

Met

Leader Learning

Conversations

GatewayEach executive KMP undertook at least 12 Leader

Learning Conversations during the year, meeting

the gateway to be eligible for the STI.

Met

Safety10%15.0%

ThresholdTargetMaximum

TRIFR10%TRIFR result was 2.81 and significantly improved from last year’s result of 3.31 and highlights

Ventia’s commitment to continued safety performance. This result exceeded stretch.

Financial80%79.6%

ThresholdTargetMaximum

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VENTIA ANNUAL REPORT 2025

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MetricWeightingPerformance AchievedWeighted Outcome
NPATA35%A record NPATA of $257.6m, an increase of 13% from FY24. However, this result was slightly

below the challenging target set in our annual budget resulting in an outcome close to target.

Free cash flow25%Free cash flow of $318.3m. Whilst this was a decrease of 3% from FY24, this was explained by

higher capital expenditure. This result was above budget but below stretch, resulting in an

outcome slightly above target.

FY26 revenue secured20%Secured FY26 revenue of $5,565.3m, which resulted in an outcome close to target. While FY26

revenue secured exceeds the FY25 revenue secured figure, this remained below our target,

partly due to the execution of our strategy to focus on higher-margin work.

Strategic Initiatives5%4.7%

ThresholdTargetMaximum

Cross-selling5%We further capitalised on cross-selling opportunities between our sectors to achieve $144.8m

in cross-selling revenue during FY25. While this was a 25% improvement on our FY24 cross-

selling revenue result of $115.8m, this result still fell below our challenging target.

Sustainability5%4.5%

ThresholdTargetMaximum

Carbon emission

intensity

5%Carbon intensity relating to Scope 1 and 2 emissions (market-based) for FY25 was 6.4

tCO₂

-e

/$million, which was an improvement on our carbon intensity of 6.5 tCO₂

-e

/$million in

FY24, demonstrating Ventia’s commitment to meeting our sustainability goals. Nonetheless,

this still fell below our challenging target, resulting in a result between threshold and target.

To t a l 100%

Preliminary scorecard outcome (prior to

adjustment)

103.8%

(% of target)

To t a l 100%

Final scorecard outcome (post-adjustment)1

88.8%

(% of target)

1. Given the fatality which occurred during the year, the Board has reduced the safety component to nil, to recognise the significance of this event.

Based on the above final scorecard outcome of 88.8%, the following table presents the STI award to executive KMP with respect

to performance in FY25. Cash payments and the allocation of Share Rights are expected to take place in March 2026 following the

release of the FY25 full year results.

Executive

KMP

Target

Opportunity

($)

Maximum

Opportunity

($)

To t a l

Awarded

($)

Cash

Component

($)

Deferred

Equity

Component

($)

Minimum

total value

of deferred

share rights

Maximum

total value

of deferred

share rights

% of

Maximum

Achieved

% of

Maximum

Forfeited

Dean Banks1 , 2 37, 6 0 01,856,4001,098,989549,494549,495-928,20059.2%40.8%

Mark Fleming512,325768,488454,9452 27, 47 22 27, 47 3-384,24459.2%40.8%

5.4. FY25 LTI grant assessment outcomes

At the start of each financial year, executive KMP are invited to participate in the LTI, where the grant quantum is subject to an

initial grant test, to determine the number of SARs to be allocated.

The following table presents the grant assessment outcomes for the FY25 LTI.

MetricWeighting

Threshold

(50%

vesting)

Maximum

(100%

vesting)

Performance

Achieved

Weighted Outcome

Work in hand ($b)33.33%19.022.122.133.3%

Cash conversion

ratio (%)

33.33%85.0%100.0%91.4%23.8%

EPS CAGR (%)33.33%7. 0 % p. a .12.0% p.a.13.5% p.a.33.3%

To t a l100%

90.4% (% of

maximum)

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GOVERNANCE

VENTIA ANNUAL REPORT 2025

Based on an up-front grant assessment outcome of 90.4%, executive KMP will receive an LTI allocation value 9.6% lower than their
maximum opportunity. The SARs will be subject to further performance testing at the end of each tranche’s vesting period (up to

four years).

The following table presents the allocation value of the SARs to be granted to executive KMP. SARs are expected to be granted in

March 2026 following the release of the FY25 full-year results. The minimum opportunity is $nil.

Executive KMPMaximum Opportunity ($)

% of Maximum Allocated from Up-front Grant

Assessment Outcome

Value of SARs at

Allocation ($)

Dean Banks1,456,00090.4%$1,316,224

Mark Fleming683,10090.4%$ 617, 52 2

5.5. FY22 LTI vesting outcomes

As disclosed in last year’s Remuneration Report, the first tranche of the FY22 LTI SARs was due to vest subject to:

• Meeting a ROE target of 15% for the year ended 31 December 2024; and

• Positive share price appreciation above the allocation price at the vesting date.

The following table presents the performance outcomes for the first tranche of the FY22 LTI.

MetricTargetPerformance Achieved

ROE15%ROE outcome exceeded the 15% target.

Share price

appreciation

Allocation price of $2.220 is the floor price.

A share price below the allocation price at the

vesting date would result in nil value for participants

and there would be no vesting for the entire tranche

(even if ROE is met). SARs only have value when the

share price at vesting is above the allocation price.

The vesting price is calculated as the 10 trading day VWAP

following the release of Ventia’s FY24 full-year results, which

was

$4.214.

Each SAR has delivered a value of $1.994 ($4.214-$2.220). This

is multiplied by the number of SARs held by the participant to

calculate the total vesting value to be delivered in Ventia Shares.

5.6. Legacy Ventia Executive Incentive Plan (EIP)

The legacy EIP was put in place for the initial listing of Ventia in 2021 and has been in run-off since then.

The following table summarises additional information for the EIP legacy arrangements that applied only to the MD & CEO in FY25.

Te r mDetail

Eligibility

Previously limited to select permanent employees, as determined by the Board. At the KMP level, only the MD &

CEO participates.

Opportunity

MD & CEO:

• Tranche 1: 3,000,000 EIP Shares;

•

T

ranche 2: 3,000,000 EIP Shares; and

•

Tranche 3: 3,000,000 EIP Shares.

Vehicle

EIP Shares that converted to Ordinary Shares on completion of the IPO.

Performance

Measures

• Time-based vesting for a portion of the EIP Shares; and

• 30 day VWAP of the listed share price for a portion of the EIP Shares.

Vesting

Conditions

Tranche 1: Time-based vesting

Tranche 2: Time-based vesting

Tranche 3: Vested after the expiry of the escrow period on 24 February 2023 and the following conditions are met:

•

50% of EIP Shares vest upon completion of any 30-day period after the escrow period has expired where the VWAP

exceeds $1.94; and

•

5

0% of EIP Shares vest upon completion of any 30-day period after the escrow period has expired where the VWAP

exceeds $2.94.

Vesting Period

• Tranche 1: 100% vested as of 31 December 2025;

• Tranche 2: 80% vested as of 31 December 2025, and the remaining 20% vested on 1 January 2026; and

•

T

ranche 3: 100% vested as of 31 December 2025.

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VENTIA ANNUAL REPORT 2025

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5.7. Actual remuneration receivable by executive KMP
The following table outlines the actual remuneration receivable by executive KMP in relation to FY25 (and excludes the tranche of

legacy EIP Shares which vested as set out in section 5.6). This voluntary disclosure provides additional information to the statutory

remuneration presented in section 8.1.1, which is prepared in accordance with Australian Accounting Standards. All values below

are in Australian dollars.

Executive KMPTFR

1

($)

FY25 STI

Cash

2

($)

Deferred STI

Vested

3

($)LT I Ve s t e d

4

($)Total ($)

Dean Banks1,456,000549,494816,7112,114,4704,936,675

Mark Fleming853,8752 27, 47 2120,844–1,202,191

1. Comprises base salar y and statutor y superannuation contributions.

2. Comprises the F Y25 STI cash payable in March 2026.

3. Comprises Tranche 2 of the F Y23 deferred STI and Tranche 1 of the F Y24 deferred STI, which will be allocated in March 2026 following the release of F Y25 results valued

using a VWAP of the 20 trading days up to and including 31 December 2025 of $5.8588.

4. Comprises Tranche 2 of the F Y22 LTI vested and Tranche 1 of the F Y23 LTI, which will be allocated in March 2026 following the release of F Y25 results valued using a VWAP

of the 20 trading days up to and including 31 December 2025 of $5.8588. Both tranches are subject to a sale restriction until March 2027.

6. Non-Executive Director fees

6.1. Cash fees

NEDs receive a base fee for their contribution to the Board and an additional fee for membership of Board Committees (excluding

the Board Chair who receives an all-in-one fee), set within the maximum fee pool limit of $2,000,000 (inclusive of superannuation).

The NEDs do not participate in any performance-based incentive plans or receive any retirement benefits other than statutory

superannuation contributions.

The following table sets out NED fees for FY25 (exclusive of superannuation). As foreshadowed in last year’s Remuneration Report,

the Board base fee (excluding the Chair fee) increased by 3.9%, with no change to other fees.

Fees (exclusive of superannuation)Chair $Member $

Board395,000

1

187,000

Audit, Risk and Compliance Committee35,00015,000

People and Remuneration Committee25,00015,000

Safety and Sustainability Committee25,00015,000

Business Development Committee25,00015,000

Digital Committee25,00015,000

Nominations CommitteeNo feeNo fee

1. The Board Chair fee is an all-in-one fee for Chairing the Board and all relevant Committee memberships. As disclosed in section 2, there has been no change to

David Moffatt's total fee during FY25.

In June 2025, the Business Development and Digital Committee was split from a combined committee into two standalone

committees to more appropriately distribute the focus of the committees.

6.2. Non-Executive Director fee sacrifice plan

NEDs may elect to sacrifice part or all of their Board fees on a pre-tax basis to acquire Share Rights, to assist in building their

shareholding in Ventia. The number of Share Rights to be issued is calculated by dividing the amount of pre-tax Board fees that the

NED wishes to sacrifice by the VWAP of Ventia Shares over the five trading days prior to the grant date. On vesting and exercise of

each Share Right, a participating NED receives a fully paid Ordinary Share, which is subject to dealing restrictions for a period of

time nominated by the NED (between three to 15 years).

During FY25, no NEDs participated in the plan.

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GOVERNANCE

VENTIA ANNUAL REPORT 2025

7. Remuneration Governance
7.1. Governance Framework

The Board oversees the management of Ventia's business and interacts with internal and external stakeholders to ensure the

appropriate governance of the Company. Accordingly, the Board has created a framework to ensure appropriate oversight of

the Company, including adopting relevant internal controls, risk management processes and corporate governance policies

and practices that it believes are appropriate for the Company's business and that are designed to promote the responsible

management and conduct of the Company.

The diagram below illustrates the interaction of the remuneration governance framework between internal and external

stakeholders at Ventia.

Board

Informed by the recommendations of the PRC, the Board is

responsible for:

•

Approving Ventia's remuneration framework and strategy;

• Ensuring that the quantum of remuneration and variable

remuneration outcomes for the Executive Leadership

Team is competitive, fair and aligned with Ventia's

strategic objectives and long-term interests;

• Reviewing the remuneration levels of NEDs; and

• Applying the relevant policies and procedures with respect

to awards made under Ventia’s incentive plans including

the exercise of Board discretion as required to ensure

that variable remuneration outcomes are just and reflect

company values and shareholder interests.

ManagementExternal consultants

The role of management is to support the Board with

making remuneration-related decisions.

Management provides the Board with the relevant

information and analysis required to support

remuneration-related decision-making.

Where appropriate, the Board, PRC and management

may consult external remuneration advisors. When

such external remuneration advisors are selected, any

potential conflicts of interest are considered. Advisors’

terms of engagement regulate their access to, and (where

required) set out their independence from, members of

management at

Ventia.

During FY25, Ventia did not receive any remuneration

recommendations as defined in section 9B of the

Corporations

Act 2001.

People and Remuneration

Committee (PRC)

Audit, Risk

and Compliance

Committee

The objective of the Committee is to assist the Board

in the effective discharge of its responsibilities as they

relate to people and remuneration matters (other than

matters within the remit of the Safety and Sustainability

Committee). The PRC operates under its own charter and

its responsibilities include advising the Board on:

•


T

he remuneration framework and policies for the

Company's NEDs and executives and ensuring its

alignment with Ventia’s strategy.

•


R

emuneration outcomes for the Executive Leadership Team.

• Executive Leadership Team succession and talent

development.

•


E

xecutive Leadership Team terms of appointment.

Safety and

Sustainability

Committee

Supports the PRC and

advises the Board on:

•

D

etermining targets

and reviewing

outcomes against

the Safety and

Sustainability

measures in Ventia's

STI plan.

Supports the PRC and

advises the Board on:

•

R

isks and compliance

matters affecting

remuneration

outcomes.

•

Reviewing financial

measure outcomes

that form the basis for

determining awards

under Ventia's STI and

LTI plans.

93

VENTIA ANNUAL REPORT 2025

CONTENTS

7.2. Securities Trading Policy
The Company's Securities Trading Policy (and the law) prohibits employees from dealing in the Company's securities while in

possession of material non-public information relevant to the Company. The policy also prohibits entry into transactions in

associated products that limit the economic risk of participating in unvested entitlements under equity-based remuneration

schemes. In addition, nominated employees, including KMP, must seek approval to deal in Ventia Shares and are prohibited

from

dealing in the Company's securities in Blackout Periods.

7.3. Hedging provisions

Executives and NEDs are prohibited from trading financial products while in possession of material non-public information,

and from hedging their exposure to vested or unvested Ventia equity.

Pictured: Members of Ventia's Telecommunications team, Brisbane, Queensland

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8. Statutory Disclosures
8.1. Statutory remuneration outcomes for KMP

8.1.1. Statutory executive KMP remuneration

The following table outlines the statutory remuneration disclosures for Executive KMP in accordance with the Australian

Accounting Standards.

Short-Term Benefits

Post-

Employ-

ment

BenefitsLong-term Benefits

Executive KMPYear

Salary

($)

Awarded

Cash STI

1

($)

Non-

monetary

Benefits

2

($)

Annual

Leave

($)

Super-

annuation

($)

Te r m i -

nation

Benefits

($)

Equity

Awards

5

($)

Long

Service

Leave ($)

To t a l

($)

At

Risk

%

Dean Banks

FY251,426,034549,4941 5, 11751,21029,966–918,16729,1333,019,12148.6

F Y241,371,334463,50514,7967,4 8128,665–1,072,66518,6872,977,13351.6

Mark Fleming

3

FY25823,9092 27, 47 288326 , 91729,966–222,117–1,331,26433.8

F Y24682,392165,41065817, 6 5 524,860–101,095–992,07026.9

Stuart Hooper

4

FY25––––––––––

F Y24113,226–14 0(103,089)4,015386,301108,522(18,748)490,36722.1

Tot a l

FY252,249,943776,96616,00078,12759,932–1,140,28429,1334,350,38544.1

F Y242,166,952628,91515,594( 7 7, 9 5 3)5 7, 5 4 0386,3011,282,282(61)4,459,57042.9

1. Awarded cash STI refers to the cash component of the current year’s STI award, i.e. the F Y25 STI cash payment to be paid in March 2026.

2. Non-monetary benefits comprise parking and home-leave fringe benefits.

3.


M

ark Fleming commenced in his role as CFO on 22 Februar y 2024. His remuneration for F Y24 has been pro-rated from his commencement date.

4. Stuart Hooper ceased in his role as CFO on 22 Februar y 2024 and was considered KMP until this date.

5. Equity Awards represents the fair value of the relevant STI and LTI grant being recognised as share based payment expense over the vesting period.

8.1.2. Statutory NED remuneration

The following table outlines the statutory remuneration disclosures for NEDs in accordance with the Australian Accounting Standards.

Short-Term BenefitsPost-Employment Benefits

Year

Director Fees

($)

Non-Monetary

Benefits

1

($)

Superannuation

($)

To t a l

($)

David Moffatt

FY25395,000–29,966424,966

F Y243 97, 5 87–28,665426,252

Jeff Forbes

FY25250,095–29,206279,301

F Y24247, 5 87–27, 8 47275,434

Sibylle Krieger

FY25250,51239829,031279,941

F Y24236,595–26,613263,208

Damon Rees

FY25231,186–27, 1 91258,377

F Y24202,500–22,838225,338

Lynne Saint

FY25252,0002,16529,490283,655

F Y24247, 5 87–27, 8 47275,434

Anne Urlwin

FY25242,0001,69728,435272,132

F Y24236,595–26,613263,208

To t a l

FY251,620,7934,26017 3, 3191,798,372

F Y241, 568,451–160,4231,7 28 , 874

1. Non-monetary benefits for NEDs comprise of travel for accompanying family members when NEDs travel to Board meetings.

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VENTIA ANNUAL REPORT 2025

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8.2. Movements in securities
8.2.1. Movements in shareholdings

The following table outlines the movements in shareholdings for KMP during the year.

All individuals below currently meet the MSR or are within the timeframe to do so.

KMP

Opening Balance as at

1 January 2025

No.

Shares allocated1

No.

On-market Shares

Acquired / (Disposed)

No.

Closing Balance as

at

31 December 2025

No.

Market Value of

Closing Balance

2


$

Executive KMP

Dean Banks7, 5 7 3 ,18 0393,944(1,500,000)6,467,12437, 8 8 9, 5 8 6

Mark Fleming–––––

NEDs

David Moffatt

3

10,088,355––10,088,35559,105,654

Jeff Forbes126,470––126,47074 0, 9 6 2

Sibylle Krieger105,882––105,882620, 3 41

Damon Rees40,000––40,000234,352

Lynne Saint88,235–12,997101,232593,098

Anne Urlwin106,955––106,955626,628

To t a l18,129,077393,944(1 , 4 87, 0 0 3)17,036,01899,810,621

1. Shares allocated in F Y25 in respect of Share Rights and Share Appreciation Rights which were vested on 31 December 2024 in accordance with the methodology

described in section 4.2 and 4.3.

2. Market value has been calculated using the VWAP of the 20 trading days up to and including 31 December 2025 of $5.8588.

3.

The opening balance for David Moffatt has been updated from the FY24 Remuneration Report to reflect additional shares held by a close family member through a trust.

8.2.2. Movements in Share Rights

The following table outlines the movements in Share Rights under the Deferred STI for KMP during the year. NEDs do not receive

Share Rights as part of their remuneration.

Executive KMP

Opening Balance as at

1 January 2025

No.

Awarded1

No.

Shares Rights

Vested2

No.

Lapsed

No.

Closing Balance as

at

31 December 2025

No.

Dean Banks238,199109,991(153,796)–194,394

Mark Fleming–41,252––41,252

To t a l238,199151,243(153,796)–235,646

1. Awarded Share Rights refers to the F Y24 STI share rights which were awarded in March 2025 in respect of the F Y24 performance period.

2. Share Rights vested on 31 December 2024 and 166,152 shares were allocated in F Y25. The shares allocated are valued at $700,165, using the 10 day trading VWAP

following the release of Ventia's F Y24 full-year results of $4.214.

8.2.3. Movements in SARs

The following table outlines the movements in SARs under the LTI for KMP during the year. NEDs do not receive SARs as part of

their remuneration.

The grant of SARs in 2025 to Dean Banks was approved at the 2025 AGM of the Company on 22 May 2025 and this approval was for

all purposes, including ASX Listing Rule 10.14.

Executive KMP

Opening Balance as at

1 January 2025

No.

Awarded1

No.

Shares Appreciation

Rights Vested2

No.

Lapsed

No.

Closing Balance as

at

31 December 2025

No.

Dean Banks2 , 0 5 7,76 6684,385(4 41,892)–2,300,259

Mark Fleming–322,639––322,639

To t a l2 , 0 57,76 61,007,024(441,892)–2,622,898

1. Awarded Share Appreciation Rights refers to the F Y24 LTI Share Appreciation Rights which were awarded in March 2025 in respect of F Y24 performance period.

2. Share Appreciation Rights vested on 31 December 2024 and 227,792 shares were allocated in F Y25. The shares allocated are valued at $959,915, using the 10 day trading

VWAP following the release of Ventia's F Y24 full-year results of $4.214.

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GOVERNANCE

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8.3. Outstanding holdings of Share Rights and Share Appreciation Rights
The following table outlines the outstanding holdings of Ventia Share Rights and SARs under the STI and LTI plans, respectively.

No exercise price is payable by the participant for any of the instruments below. The FY25 STI and LTI will be awarded in

March

2026.

Executive KMPPlanTr a n c h eGrant DateGranted No.

Grant Fair

Value

per

Instrument ($)

Maximum

value

yet

to vest

1

($)Vesting Date2

Dean Banks

FY23 Deferred STI210 May 202384,4032.67225,356 31 December 2025

FY24 Deferred STI110 May 202454,9963.62199,086 31 December 2025

FY24 Deferred STI210 May 202454,9953.62199,082 31 December 2026

F Y 2 2 LT I21 May 20224 41,8920.55243,0 41 31 December 2025

F Y 2 2 LT I31 May 20224 41, 8910.59260,716 31 December 2026

F Y 2 3 LT I126 May 202324 4,0310.50122,016 31 December 2025

F Y 2 3 LT I226 May 202324 4,0310.56136,657 31 December 2026

F Y 2 3 LT I326 May 202324 4,0290.6014 6 ,417 31 December 2027

F Y 24 LT I124 May 2024228,1290.57130,034 31 December 2026

F Y 24 LT I224 May 2024228,1290.68155,128 31 December 2027

F Y 24 LT I324 May 2024228,1270.7617 3 , 37 7 31 December 2028

Total -

Dean

Banks

Deferred STIN/AN/A194,394N/A623,524N/A

LT IN/AN/A2,300,259N/A1,367,386N/A

Mark Fleming

FY24 Deferred STI110 May 202420,6263.6274,666 31 December 2025

FY24 Deferred STI210 May 202420,6263.6274,666 31 December 2026

F Y 24 LT I124 May 2024107,5470.5761,302 31 December 2026

F Y 24 LT I224 May 2024107,5470.6873,132 31 December 2027

F Y 24 LT I324 May 2024107,5450.7681,73 4 31 December 2028

Total -

Mark

Fleming

Deferred STIN/AN/A41,252N/A149,332N/A

LT IN/AN/A322,639N/A216,168N/A

To t a l

Deferred STIN/AN/A235,646N/A772,856N/A

LT IN/AN/A2,622,898N/A1,583,554N/A

1. The minimum value to vest is nil.

2. Vesting date reflects the end of the relevant performance period, shares will be allocated post the release of the relevant financial year information.

97

VENTIA ANNUAL REPORT 2025

CONTENTS

Auditor’s Independence Declaration

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte organisation.




Deloitte Touche Tohmatsu

ABN 74 490 121 060

Quay Quarter Tower

50 Bridge Street

Sydney, NSW, 2000

Australia


Tel: +61 2 9322 7000

www.deloitte.com.au

Quay Quarter Tower

50 Bridge Street

Sydney, NSW, 2000

Australia


Tel: +61 2 9322 7000

19 February 2026


The Board of Directors

Ventia Services Group Limited

Level 27, 155 Miller Street

North Sydney, NSW 2060


Dear Board Members

Auditor’s Independence Declaration to Ventia Services Group Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following

declaration of independence to the Directors of Ventia Services Group Limited.

As lead audit partner for the audit of the financial report and review of the sustainability report of Ventia

Services Group Limited for the financial year ended 31 December 2025, I declare that to the best of my

knowledge and belief, there have been no contraventions of:

• The auditor independence requirements of the Corporations Act 2001 in relation to the audit of the

financial report and review of the sustainability report; and

• Any applicable code of professional conduct in relation to the audit or review.

Yours faithfully


DELOITTE TOUCHE TOHMATSU


H Fortescue

Partner

Chartered Accountants







98

GOVERNANCE

VENTIA ANNUAL REPORT 2025

Pictured: Works in progress at the Square Kilometre Array Observatory (SKAO) telescope site, Western Australia
99

VENTIA ANNUAL REPORT 2025

CONTENTS

Contents
Governance at Ventia 101

Key components of our 102

governance framework

1. Board and Committees 104

2. Executive Leadership Team 109

3. Risk and opportunity management 109

4. Promoting responsible and 111

ethical behaviour

5. Safety and sustainability 113

6. Fairness, Inclusion and Respect 114

(Diversity)

7. Stakeholder engagement 115

Corporate Governance

Statement

Pictured: Ventia team performing

maintenance at one of Taswater's

main sites, Waterworks Reserve,

near Hobart, Tasmania

100

GOVERNANCE

VENTIA ANNUAL REPORT 2025

Governance at Ventia
Corporate Governance is the framework of rules, relationships, systems and processes by which Ventia is directed and managed.

It underpins the company's values and behaviours, and aligns with our strategy of Redefining Service Excellence.

Ventia's governance framework enables our people to deliver on our commitments and plays an integral role in effective

and responsible decision-making for our shareholders, employees, business partners, government, regulators and the

broader

community.

This Corporate Governance Statement (Statement) details the key governance policies and practices adopted by the Board,

some

of which are available on the Corporate Governance section of our website at www.ventia.com/governance.

Throughout the reporting period, being 1 January 2025 to 31 December 2025, Ventia complied with all recommendations

contained in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition)

(ASX

Principles).

This Statement is current as at 19 February 2026 and has been approved by the Board.

Stakeholders

Our Purpose

Making infrastructure

work for our

communities

Our ValuesOur Strategy

Redefining

Service

Excellence

Collaboration

Challenge

Integrity

Ingenuity

Innovative

Sustainable

Group Company

Secretary

Audit, Risk &

Compliance

Committee

People &

Remuneration

Committee

Digital

Committee

Safety &

Sustainability

Committee

Nominations

Committee

Business

Development

Committee

Executive

Leadership

Team

Independent

Assurance

Accountability and reporting

Del egation

Del e

ga

tion

and

ov

ersight

A

ccount

ability

and

R

eporting

Del e

ga

tion

Board of Directors

Managing Director

and Group CEO

Responsibility for the

day-to-day operations

Customer Focused

Ventia’s governance framework

101

VENTIA ANNUAL REPORT 2025

CONTENTS

Key governance
framework component

Relevant ASX

Principle(s)Relevant governance documents

Section 1:

Board &


Committees

A skillful and experienced

Board, with a committee

structure suited to our

needs

Principle 1:

Lay solid foundations

for management

and oversight

Principle 2:

Structure the Board

to be effective and

add value

•


C

ode of Conduct

•

Constitution

•

B

oard Charter

•

Audit, Risk and

Compliance

Committee

Charter

• Safety and Sustainability

Committee Charter

•

P

eople and

Remuneration

Committee Charter

•

Business Development

Committee Charter

•

D

igital Committee

Charter

•


N

ominations

Committee

Charter

Section 2:

Executive Leadership Team

Clear delegation, decision-

making and accountability

to our Group Chief Executive

Officer, Executive

Leadership

Team and senior executives

Principle 1:

Lay solid foundations

for

management

and oversight

• Board Charter• Delegations of

Authority Matrix

Section 3:

Risk & Opportunity

Management

Strong systems of risk and

opportunity management

are essential to deliver on

our

purpose

Principle 4:

Safeguard the integrity

of corporate reports

Principle 7:

Recognise and

manage risk

•

Code of Conduct

• Audit, Risk and

Compliance

Committee Charter

•


R

isk Management Policy

•

T

ax Corporate

Governance Policy

• Treasury Policy

• Critical Risk Protocols

• Sustainability Policy

• Group Financial Control

and Accounting Policy

• Asset Management Policy

• Delegations of

Authority

Matrix

•

Pr

ocurement Policy

•

Inf

ormation

Security Policy

• Contractual Risks

Standard

• Privacy Policy

Section 4:

Promoting Responsible

&

Ethical Behaviour

Ventia’s Code of Conduct,

together with Ventia’s values,

policies and standards,

sets out clear standards of

behaviour expected from all

our people and our business

partners. It also reinforces

our responsibilities to our

shareholders, employees,

business partners,

government, regulators and

the communities where

we

operate

Principle 3:

Instil a culture

of

acting lawfully,

ethically

and

responsibly

•

Code of Conduct

•


An

ti-bribery and

Corruption Policy

•

S

ecurities Dealing Policy

•

D

isclosure Policy

• Donations and

Sponsorship Policy

•


H

uman Rights and

Modern Slaver y Policy

•

International Trade

Controls and Anti-Money

Laundering Policy

• Government

Relations

Policy

•

P

rivacy Policy

•

Pr

ocurement Policy

• Bullying and

Harassment Standard

•

Equal Employment

Opportunity and

Discrimination Policy

• Indigenous

Relations

Policy

•

F

airness, Inclusion and

Respect Policy

•

S

ustainability Policy

•

C

ompliance Standard

•

C

onflict of

Interest Standard

• Gifts and

Hospitality

Standard

•


Da

ta Governance and

Management Policy

The table below sets out each of the key components of our governance framework and is

cross

-r

eferenced against the relevant ASX Principle and relevant governance documents

currently adopted by Ventia.

Key components of our governance framework

102

GOVERNANCE

VENTIA ANNUAL REPORT 2025

Key governance
framework component

Relevant ASX

Principle(s)Relevant governance documents

Section 5:

Safety & Sustainability

Taking a common

approach to safety, health,

environment and quality

across all our businesses

helps us deliver our services

both safely and sustainably

Principle 3:

Instil a culture of


acting lawfully, ethically

and responsibly

Principle 7:

Recognise and


manage risk

•

Code of Conduct

• Critical Risk Protocols

•

H

ealth and Safety Policy

•

Quality Policy

•

S

ustainability Policy

•

W

orkplace Injur y

Management Policy

•


Inf

ormation

Security

Policy

•

E

nvironmental Policy

Section 6:

Fairness, Inclusion and

Respect (Diversity)

We celebrate and

embrace diversity across our

business – diversity in age,

cultural heritage, disability,

ethnicity, gender identity,

marital or family status,

religious belief, sexual

orientation, socio-economic

background or lived

experience

Principle 3:

Instil a culture of


acting lawfully, ethically

and responsibly

Principle 8:

Remunerate fairly

and responsibly

•

Code of Conduct

•


F

airness, Inclusion and

Respect Policy

•

B

ullying and

Harassment Standard

• Indigenous

Relations

Policy

•

Equal Employment

Opportunity &

Discrimination Policy

•


F

lexible Working

Arrangements Standard

Section 7:

Stakeholder Engagement

We are committed to a

coordinated, timely, and

respectful approach to

communication with all

stakeholders

Principle 5:

Make timely and


balanced disclosure

Principle 6:

Respect the rights

of security holders

• Code of Conduct

• Corporate

Communications Policy

• Privacy Policy

• Government

Relations Policy

• Disclosure Policy

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VENTIA ANNUAL REPORT 2025

CONTENTS

Role and responsibilities
The Board is responsible for the overall corporate governance

of Ventia and its controlled entities (Group). The Board

is governed by the Company Constitution and Board

Charter that sets out the Board’s authority, responsibilities,

membership criteria and the agreed principles by which it

operates. These documents, together with Board Committee

Charters and a Delegations of Authority Matrix (DoA), establish

the

relationship between the Board and Management.

The primary responsibilities of the Board

include:

• approving Ventia’s strategic objectives, business plans,

operating budgets and policies

• assessing performance against business plans and

management’s implementation of Ventia’s strategy

• setting Ventia’s risk appetite, within which the Board

expects

management to operate in the execution

of

our strategy and business objectives

•

approving financial reports, profit forecasts, outlook

statements and other reports required at law or under

the ASX Listing Rules to be adopted by the Board

• approving major capital expenditure and transactions

in excess of the discretionary limits delegated to the

Managing Director and Group CEO, and overseeing

capital

management

• satisfying itself that Ventia’s remuneration framework

is aligned with Ventia’s values, strategic objectives and

tolerance for risk

•


ap

proving acquisitions, divestments, partnerships,

business ventures, entering new industries or operating

in new countries, as set out in the Delegations of Authority

• appointing, evaluating the performance of, determining

the remuneration of, removal of, and planning succession

of, the

Managing Director and Group CEO and Executive

Leadership Team

•


ap

proving Ventia’s values and monitoring corporate culture.

Board membership

The below table sets out the details of the Directors of the Board, each of whom served during 2025. Throughout the reporting

period, all Non-Executive Directors of the Board were determined to be Independent Directors:

NamePosition

1

Appointed

Current Independent Non‑Executive Directors

David MoffattIndependent Non-Executive Director and Chairman2014

Jeff ForbesIndependent Non-Executive Director2021

Sibylle KriegerIndependent Non-Executive Director2021

Damon ReesIndependent Non-Executive Director2023

Lynne SaintIndependent Non-Executive Director2021

Anne UrlwinIndependent Non-Executive Director2021

Current Executive Directors

Dean BanksManaging Director and Group

Chief Executive Officer2022

1. Details of the qualifications and experience of each Director are set out in the Directors' Report.

Size, composition and skills of the Board

The Board comprises of Directors with an appropriate mix

of skills, experience and personal attributes that allow the

Directors individually, and the Board collectively, to discharge

their responsibilities and duties effectively and efficiently.

The Board currently comprises of six Non-Executive Directors,

each determined to be Independent Directors, and one

Executive Director. During the reporting period, there were no

changes to the composition of the Board.

The Chairman is appointed by the Board and provides

leadership to ensure that a high standard of values, processes

and constructive interaction is maintained by the Board.

Outside Board meetings, the Chairman acts as the main

interface between the Board and the Managing Director and

Group CEO. The Chairman represents the views of the Board

to shareholders and canvasses the views of stakeholders,

including through the annual general meeting.

The Nominations Committee is responsible for ensuring that

the Board comprises Directors who collectively have the skills,

experience, knowledge and diversity needed to support Ventia

in achieving its strategic objectives and fulfilling its legal and

regulator y requirements.

The skills matrix on the following page sets out the skills,

knowledge, experience and capabilities desired of the Board

to enable it to meet both the current and future challenges

of Ventia, and the current representation of those skills and

experience on the Board.

The Board acknowledges that the required skills, capabilities

and experience of its members will continue to evolve,

with the skills and capabilities summary helping to inform

the identification and assessment of suitable future

Board

candidates.

1. Board and Committees

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GOVERNANCE

VENTIA ANNUAL REPORT 2025

Board skills matrix
SkillRelevant ExperienceDirectors with skill/experience

Redefining Service Excellence

Putting safety and health

above all else

Experience related to workplace health and safety, including

implementing and monitoring systems to ensure safe working conditions

Providing our customers

with excellence in service

delivery

Board level or senior management experience overseeing project

management and deliver y, including ser vice quality, reliability, safety

and

customer outcomes that support long term value and trust

Being known for our

talented and engaged

people

Experience in relation to remuneration, people and culture, including

incentive programs; relevant legislation and contractual frameworks

governing remuneration and organisational structures to develop and

retain talent, monitor culture and improve diversity and inclusion

Creating value for our clients

and shareholders through

low-cost, quality solutions

Board or senior management experience overseeing sustainable cost

discipline and quality to deliver value for money outcomes for customers

and long-term shareholder value

Bringing technology and

innovation to deliver new

and improved ways of

working

Proven success creating efficient and effective business processes and

ideas, leading to new growth platforms and competitive advantage,

including experience leveraging digital platforms to unlock long-term

growth opportunities and improve customer experience

Sustainability governanceUnderstanding of sustainability governance, including knowledge of

sustainability practices and reporting, integration of sustainability into

strategy, and identification and management of climate-related risks

and

opportunities, human rights and social responsibility

General skills/experience

Industry experienceExperience having led or overseen the management of complex ser vice

providers or management of critical public and private assets

Financial acumenSenior executive or equivalent experience in financial accounting and

reporting, corporate finance and internal financial controls, including

an

ability to probe the adequacies of financial and risk controls

StrategyTrack record of developing and implementing a successful strategy,

including appropriately questioning and challenging management

on

the deliver y of agreed strategic planning objectives

Corporate developmentBoard level experience in evaluating and approving mergers, acquisitions,

divestments and strategic investments, including capital allocation,

valuation and transaction governance

Legal compliance and

regulatory

Demonstrated experience with a major organisation that is subject to

rigorous corporate governance standards, with a commitment to the

highest standards of governance

Risk managementProven experience in developing a business portfolio over the long-term

that is resilient to systemic risk, including an ability to anticipate and

identify key business risks and mitigation strategies, as well as monitoring

the effectiveness of risk management frameworks and controls

LeadershipSustainable success in business at an executive level and a proven track

record of leadership to create long-term shareholder value

Government relationships

and accountability

Experience engaging with government stakeholders and operating within

public sector or government-regulated environments, including public

accountability, procurement and governance expectations

Holistic thinkingCapacity to integrate diverse information and perspectives to see

interdependencies, anticipate effects, and make balanced, long-term

value


decisions

Strong: Director has professional qualifications

in this area and/or has particular expertise due

to the nature and duration of professional and/

or Board

experience.

Moderate: Director has experience

on Boards or business involvement

in this area.

Limited: Director has some, but not

detailed, knowledge in this area.

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VENTIA ANNUAL REPORT 2025

CONTENTS

Board independence
The Board understands that Director independence

contributes to good governance and delivers superior

outcomes for all stakeholders. The Board’s framework

for determining Director independence is included in

the Board

Charter and operates in accordance with

the

considerations set out in the ASX Principles.

Any past or present relationship with the company is

examined carefully to assess the likely impact on a Director’s

ability to be objective and exercise independent judgement.

At all times throughout the reporting period, the Board

comprised a majority of independent Directors. Each of

the Non-Executive Directors, including the Chair, has been

determined by the Board to be independent. Dean Banks,

as

Managing Director and Group CEO, is not considered

by the Board to be independent.

On an ongoing basis, Directors are required to disclose

circumstances that may affect their ability to exercise

independent judgement, enabling the Board to assess

independence on a regular basis.

Appointment and election

The Board undertakes a rigorous process when selecting

new Directors and is committed to bringing together the

best possible combination of individuals so it can serve

shareholders and customers now and into the future.

External

consultants are engaged, where appropriate,

to advise on potential appointees.

Non-Executive Directors are subject to re-election by rotation

at least every three years. Newly appointed Directors must

seek election at the first general meeting of shareholders

following their appointment. The relevant notice of meeting

contains all material information for shareholders in relation

to

the election or re-election of a Director.

Prior to the appointment of any new Director, appropriate

background checks will be conducted to determine if they

have the capabilities needed and are fit and proper to

undertake the responsibilities of the role.

If the Board determines that a candidate is to be appointed

to the Board, they will receive a formal letter of appointment

outlining the key terms, company policies and expectations

of their appointment. Before accepting the position, the

candidate must confirm that they have sufficient time to

fulfil

their obligations to Ventia and provide details of their

other commitments and interests.

Dealing with conflicts of interest

The Board has a process in place to ensure that conflicts

of interest are managed appropriately.

Prior to accepting any non-Ventia Board or executive

appointments, Directors must discuss the proposed

appointment with the Chairman to ensure that it will permit

them to continue to act at all times in the best interests of

Ventia, exercise independent judgement and devote sufficient

time to fulfil their obligations to Ventia. The Chairman reviews

all proposed appointments, particularly in the context of

conflicts of interest.

All Directors must immediately disclose any perceived,

potential or actual conflicts of interest that could impact their

independence. When such a conflict of interest arises, the

Director concerned is required to withdraw from the meeting

while the relevant matters are considered and will not receive

documents related to, or take part in, discussions or decisions

in respect of that matter.

Director induction, education and access

to information

The Board strives to ensure that Directors and key executives

have the knowledge and information needed to operate

effectively. A Director’s effectiveness in their role is enhanced

when they have clarity about their responsibilities, including

the nature of Directors’ duties and the operations and finances

of the organisation at a level that enables them to govern and

meet their oversight obligations.

Ventia has a documented Director induction program that

is designed to ensure that new Directors are in a position

to maximise their contribution to the governance and

strategic oversight of Ventia from the earliest possible

date. The Chairman briefs new Directors on their roles and

responsibilities. New Directors receive a comprehensive range

of materials as part of their induction, including briefings

from management and, where practicable, also undertake

site

visits.

Directors are expected to maintain the knowledge and skills

required to perform their role effectively. As part of ongoing

training and development, Directors participate in continuing

education and development programs throughout the year,

including relevant briefings from external advisors and senior

executives. Directors also have access to a wide range of

employees at all levels during site visits and in other meetings

and engagement opportunities.

During 2025, the Directors visited several offices and project

sites. In addition, the Directors participated in briefings with

external advisers. These visits and briefings allow the Directors

to further their understanding of Ventia’s operations and the

communities in which we operate.

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GOVERNANCE

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Directors are entitled to seek independent professional advice
on matters arising in the course of their Board and Committee

duties, at Ventia’s expense, subject to the prior written consent

of the Chairman. The policy of the Board is that external advice

will be made available to all Directors, unless the Chairman

determines otherwise.

The Board appoints and removes the Company Secretary.

The Company Secretary acts as secretary to the Board and

all Board Committees. All Directors have direct access to the

services and advice of the Group Company Secretary who is

accountable to the Managing Director and Group CEO and,

through the Chairman, to the Board on all governance matters.

Performance evaluation of the Board,

its Committees and individual Directors

The performance of the Board is reviewed regularly, in both

a formal and informal manner, aspiring to a high level of

performance from each Director.

During the reporting period, and at the conclusion of each

Board meeting, the Directors have an opportunity to review

the performance of the Board, its Committees and individual

Directors (including the Chairman). The outcome of these

reviews are discussed by the Directors with management

present, including opportunities for the functioning of the

Board and its Committees to be enhanced. In late 2024 and

early 2025, an externally facilitated review of the Board and

each of its Committees was undertaken. For this reporting

period, an internally facilitated review was undertaken in

late

2025 and early 2026.

This review included feedback from all Directors and members

of the Executive Leadership Team who interact frequently with

the Board and its Committees. The results and any action

plans flowing from this assessment have been documented,

together with specific performance goals for the coming year.

The performance of the Managing Director and Group CEO

is reviewed, at least annually, through a formal performance

appraisal process conducted by the Non-Executive Directors.

Remuneration and shareholdings

Details of Ventia’s remuneration policies, practices,

performance reviews and outcomes, and the remuneration

paid to the Directors and other Key Management Personnel

(KMP), are set out in the 2025 Remuneration Report.

Shareholders will be invited to consider and adopt the

Remuneration Report at the Annual General Meeting.

The Board has adopted a Minimum Shareholding Requirement

(MSR), which sets out requirements for Independent Non-

Executive Directors and KMP to hold a minimum value of

shares in Ventia to ensure alignment with shareholders’

interests. The MSR requires each Director who receives

Director’s fees to hold, within three years of that Director’s

appointment or election, a minimum value of shares

equivalent to 100% of the Director’s base fee remuneration.

As at 31 December 2025 all independent Non-Executive

Directors were compliant with the MSR. Details of the

shareholdings of Directors are set out in the Directors’

Report

on page 68.

Board and Committee meetings

The Board and its Committees meet regularly to discuss

matters relevant to Ventia’s operations and performance,

with

additional meetings held as and when required to

address specific matters.

Directors are required to attend all Board meetings,

shareholder meetings and Committee meetings for which

they are members, subject to any conflicts of interest that

may prevent them from attending.

The Board also has procedures in place to ensure it operates

independently from management. For example, at Board

meetings the Directors regularly meet in the absence of the

Managing Director and Group CEO and other executives.

Where

appropriate, management are also excluded

from certain Board and Committee discussions that

relate to specific issues, such as executive remuneration

and performance.

The number of Board and Committee meetings and the

attendance of each Director at these meetings are set out

in the Directors' Report on page 68.

Committees

The Board has established six Board Committees to assist

the Board in carrying out its responsibilities and to provide

it

with recommendations and advice.

Each Board Committee has a Charter, detailing its purpose,

responsibilities and membership criteria. Charters are

regularly reviewed to ensure alignment with regulatory

requirements, best practice (including the ASX Principles)

and expectations of the Board. The Charters for all Board

Committees were reviewed and updated in 2025. A summary

of the responsibilities, composition and members of each

Board Committee for the reporting period is set out on the

following page.

All Directors have a standing invitation to attend all

Committee

meetings and have access to all Board and

Committee papers and minutes. The Managing Director

and Group CEO and other members of management attend

by invitation. The number of Board and Board Committee

meetings held in the reporting period, including Director

attendance, is set out in the Directors’ Report on page 68.

Each of the Directors appointed as members of Board

Committees are deemed to be independent and their

qualifications and experience are set out on pages

69

and

70.

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CONTENTS

Audit, Risk and Compliance Committee
ResponsibilitiesCompositionMembers at end of FY25

Oversight of Ventia’s financial reports and financial

reporting process (including sustainability and

climate-related disclosures), internal control

structure, risks management systems (financial

and non-financial) and the internal and external

audit

process

Minimum of three Independent Non-Executive

Directors, a majority of Independent Directors,

and be chaired by an Independent Director who

must not be the Chair of the Board

•


L

ynne Saint (Chair)

•

Jeff Forbes

•

Da

vid Moffatt

•

Anne Urlwin

Nominations Committee

ResponsibilitiesCompositionMembers at end of FY25

Supports the Board on matters relating to Board

composition, succession planning for the Board,

including the Managing Director and Group CEO,

performance evaluation and continuing professional

development for Directors

Minimum of five Non-Executive Directors, a

majority of Independent Directors, including an

Independent Non-Executive Director as Chair

•


J

eff Forbes (Chair)

•

S

ibylle Krieger

•

David Moffatt

•

Damon Rees

• Lynne Saint

•

A

nne Urlwin

People and Remuneration Committee

ResponsibilitiesCompositionMembers at end of FY25

Oversight of frameworks, strategies and initiatives

relating to people and culture, diversity, retention,

succession planning and remuneration

Minimum of three Independent Non-Executive

Directors, a majority of Independent Directors,

including an Independent Non-Executive Director

as Chair

•

Sibylle Krieger (Chair)

•


Da

mon Rees

•

Ly

nne Saint

•

A

nne Urlwin

Safety and Sustainability Committee

ResponsibilitiesCompositionMembers at end of FY25

Oversight of workplace health, safety, environment

and sustainability matters, including climate-related

risks and opportunities, human rights and social

sustainability

Minimum of three Independent Non-Executive

Directors and a majority of Independent Directors

• Anne Urlwin (Chair)

• Sibylle Krieger

•


Da

vid Moffatt

•

Ly

nne Saint

Business Development Committee

ResponsibilitiesCompositionMembers at end of FY25

Supports the Board on matters relating to business

growth and diversification opportunities, evaluation

of work winning opportunities and customer

experience and insights

Minimum of three Independent Non-Executive

Directors and the Chair must not be the Chair of

the Board

•


J

eff Forbes (Chair)

•


S

ibylle Krieger

•


Da

vid Moffatt

•

Da

mon Rees

Digital Committee

ResponsibilitiesCompositionMembers at end of FY25

Supports the Board by providing oversight in

relation to digital services, associated digital

transformation programs and consideration of

future opportunities through the use of digital

data

and artificial intelligence

Minimum of three Independent Non-Executive

Directors

•

Damon Rees (Chair)

•


J

eff Forbes

•


S

ibylle Krieger

•


Da

vid Moffatt

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2. Executive Leadership Team
3.

R

isk and opportunity management

While the Board has overall responsibility, the Executive

Leadership Team (ELT) also plays an important role in

embedding a culture aligned with Ventia’s values.

As illustrated in Ventia’s governance framework, the Board has

delegated responsibility for the day-to-day management of

Ventia to the Managing Director and Group CEO, and through

him, to other members of the ELT. These delegations balance

effective oversight with appropriate empowerment and

accountability of the ELT and other senior managers across

the Group. Appropriate background checks are undertaken

before the appointment of ELT members. Responsibilities and

terms of employment for ELT members are set out in executive

service agreements. A summary of the main elements and

terms of the Managing Director and Group CEO’s and Chief

Financial Officer’s service agreements are set out in the

Remuneration Report. Details of Ventia’s ELT are available

on our website at www.ventia.com/executive-team and on

pages 74-75. Working under the supervision of the Managing

Director and Group CEO, the ELT has the responsibility for the

implementation of Ventia’s strategy and policy initiatives in

a

way that is aligned with our values and our risk appetite.

The ELT achieves this by:

• implementing the strategic objectives set by the Board;

• managing business performance and operating within

the

risk framework approved by the Board;

•

r

eviewing and managing material financial and

non-financial risks;

• instilling and reinforcing values set by the Board;

•

leading and developing our people.

The Managing Director and Group CEO and ELT report to

the Board on all matters that impact, or have the potential

to

impact, the achievement of Ventia’s purpose and strategy.

Ventia’s performance management framework requires that

a balanced scorecard of annual key performance indicators

(including financial and non-financial measures) is set for each

ELT member. As part of a formal year end review process, the

performance of each ELT member is reviewed against the

performance indicators.

A performance evaluation of individual ELT members was

undertaken in 2025, with details of the process set out in

the

Remuneration Report.

Risk and opportunity management is a fundamental

component of Ventia’s strategic and operational decision-

making, as Ventia seeks to achieve our ambition of making

infrastructure work for our communities. A strong risk

management culture is critical to enabling Ventia to achieve

its

strategic, operational, and commercial objectives.

Ventia defines risk management as the identification,

assessment and treatment of risks that have the potential

to materially impact our operations, people, reputation,

the environment and the communities in which Ventia

operates, as well as the financial prospects of Ventia.

Ventia is committed to being proactive in risk and

opportunity management at all levels of the organisation,

with risk and opportunity management applied through

embedded processes and specific practices. A risk culture

of actively managing risks is embedded in how we run

our business. A

risk culture fosters the collective ability to

identify, understand, escalate, and then openly discuss and

respond

to current and future risks and opportunities.

At Ventia, we believe that a successful risk management

framework can create opportunities by effectively identifying,

assessing, and mitigating risks in a way that is aligned with

our

strategic framework and appetite for risk.

Our risk management framework guides how Ventia

identifies, assesses, manages, and reports on risks and

opportunities across the business while ensuring that Ventia

operates within the risk limits established by the Board.

The risk management framework is overseen by the Board and

the Audit, Risk and Compliance Committee, including the Risk

Management Policy and risk appetite statements. A review of

the risk management framework was completed in 2025.

The diversity of Ventia’s operations, geographic footprint,

markets serviced, and the services provided, results in

exposure to a broad range of operational and emerging risks,

yet also generates opportunities that can impact Ventia’s

business outcomes and financial performance. A summary

of the Group’s material business risks and opportunities and

the approach to risk management is set out on pages 61 to

65.

Further disclosures in relation to specific climate-related risks

are included in the 2025 Sustainability Report set out on pages

172 to 206.

The Audit, Risk and Compliance Committee meets quarterly

and is accountable for ensuring that the risk management

framework is implemented appropriately. Other Committees

(such as the People and Remuneration Committee and Safety

and Sustainability Committee) review specific risk matters in

detail as required by their respective

Charters.

The Managing Director and Group CEO and ELT implement

the risk management framework within their areas

of

accountability.

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VENTIA ANNUAL REPORT 2025

CONTENTS

Material exposure to climate risks
The Board has ultimate oversight of climate-related risks

and opportunities and is supported by the Safety and

Sustainability Committee in the oversight of climate matters.

Ventia is committed to achieving net-zero emissions by

2050 and has set targets validated by the Science Based

Target initiative (SBTi). Climate change and the transition

towards a lower-carbon economy will create both risks and

opportunities for Ventia, as well as our people, customers,

suppliers and partners and the communities in which we work.

Ventia has identified climate-related risks and opportunities

through our Risk Management Framework, engaging internal

and external subject matter experts to consider any potential

effects to our business model and value chain.

Ventia provides disclosures on material risks and

opportunities, and our Climate Transition Plan, in the

Sustainability Report as required by the Australian Accounting

Standards Board (AASB) S2 Climate-related Disclosures.

Ventia

has been granted an exemption from the New Zealand

Climate Standards (NZCS). Detailed disclosures are set out

at pages 177 to 192.

Internal audit function

The Audit, Risk and Compliance Committee is responsible for

overseeing the effectiveness, independence and objectivity

of the internal audit function, including the implications of

internal audit findings.

The internal audit function provides an independent and

objective review of the way in which Ventia assesses and

manages risk, assuring that Ventia’s financial, non-financial

and operational risks are being managed appropriately,

and

the internal control framework is operating effectively.

The internal audit function utilises a hybrid co-sourced

model, partnering with Protiviti to provide a balance of

external specialist expertise and internal knowledge.

The

internal audit function operates under a plan approved

annually by the Audit, Risk and Compliance Committee,

with reports of audits provided quarterly at Audit, Risk

and Compliance Committee meetings.

External auditor

The Audit, Risk and Compliance Committee is responsible

for overseeing the relationship with Ventia’s External

Auditor,

Deloitte Touche Tohmatsu. It is also responsible

for monitoring and evaluating the performance, independence

and objectivity of the external auditor and the provision of

non-audit services.

The lead external audit partner attends the Annual

General Meeting and is available to answer questions

from shareholders relevant to the external audit.

Integrity of financial and corporate reporting

On behalf of the Board, the Audit, Risk and Compliance

Committee monitors and reviews processes aimed at ensuring

the integrity of financial and other reporting, including those

that do not require external audit. The verification process

varies depending on the particular report, but generally

involves confirmation by individuals responsible for the

information that, to the best of their knowledge and belief,

the

information is accurate and not misleading.

Prior to approval and release of the half-year and full-year

statutory accounts of Ventia, the Board receives written

declarations from the Managing Director and Group CEO

and

CFO to the effect that in their opinion:

•

t

he financial records of Ventia have been properly

maintained;

•

the statutory accounts comply with the relevant accounting

standards;

•


t

he statutory accounts give a true and fair view of the

financial position and performance of Ventia.

The Managing Director and Group CEO and CFO must have

also declared that this opinion has been formed on the basis

of a sound system of risk management and internal control

that is operating effectively. Supporting this declaration

are certifications provided by other members of the ELT.

The external auditor also provides an independent opinion

that Ventia’s statutory accounts are true and fair.

Reasonable steps are taken to ensure the substantive

provisions of the Sustainability Report are in accordance

with regulator y requirements, including management

assurance and data validation procedures aligned with

sustainability reporting standards.

For periodic corporate reports released to the market, which

are not required to be audited or reviewed by the external

auditor, Ventia has established processes and procedures

to

verify the integrity of the information prepared for external

release and/or publication. This involves:

• reports being prepared and reviewed by the relevant subject

matter experts;

•


an i

nternal verification and review process; and

•

an ap

propriate approval process under our Delegations

of Authority Matrix involving senior management, the

Disclosure Committee and/or the Board.

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A culture underpinned by Ventia’s values
The Board and management understand the important role they play in setting the tone to shape Ventia’s culture underpinned

by our values and brand pillars. Our values guide how we go about our business, the decisions that we make and the actions

that we take every day. They ensure we focus on what’s right, and what action we ought to take; even if it’s not always the easiest

course of action.

4. Promoting responsible and ethical behaviour

Code of Conduct

Ventia’s Code of Conduct (the Code) sets out the standards

of behaviour we expect of our Directors, employees, business

partners, contractors and subcontractors. The Code confirms

our commitment to good governance and responsible

business practices, as well as guiding the way we operate

with

our customers, the communities and the environment

in which we operate. The Code, in conjunction with our values,

provides a clear structure to ensure we operate in compliance

with all our legal obligations.

The Code provides guidance on how genuine business

concerns that the Code is not being complied with can

be reported. In particular, any person can contact our

independent whistleblower service to report a genuine

business concern. The details of the service can be found

on

our website at www.ventia.com/code-of-conduct.

A copy of the Code and training is provided as part of the

induction process and is available in multiple languages.

Training on an annual basis is a mandatory requirement for

all Directors and employees. In 2025, 98.1% of our permanent

full

-time employees (equating to 10,126 employees) completed

the annual training. Ventia closely monitors the completion

results for all training to continually drive training compliance

across the organisation.

The Board reviews the Code periodically to ensure it continues

to address any emerging legal and compliance issues which

may be triggered by employee conduct. The Audit, Risk and

Compliance Committee is informed of any material breaches

of the Code.

Competition Law compliance

The Code extends to cover our commitment to protecting the

integrity of a competitive market using fair, ethical and lawful

business practices. In addition, nominated employees are

required to undertake specific competition law training.

Anti-Bribery and Corruption Policy

Ventia has zero tolerance for any form of bribery or corruption

in our business dealings and operations.

The Anti-Bribery and Corruption Policy sets out clear

expectations in relation to gifts, benefits and prohibited

conduct for Directors, officers, employees, contractors,

business partners and any other parties acting as

representatives or agents of Ventia or performing

services

for or on its behalf.

The Audit, Risk and Compliance Committee is provided

with the results of investigations and corrective

actions


undertaken.

Ventia's Anti-Bribery and Corruption Policy was reviewed

and updated during 2025 and is available in the Corporate

Governance section of our website at www.ventia.com/

governance.

Collaboration

achieve more

together

Integrity

do what’s right

Challenge

drive to deliver

Ingenuity

create better ways

Our values

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VENTIA ANNUAL REPORT 2025

CONTENTS

Whistleblower Protection Policy
The Board has adopted a Whistleblower Protection Policy

which encourages the reporting of suspected misconduct

or an improper state of affairs or circumstances in relation

to

Ventia.

The Whistleblower Protection Policy explains the protections

a whistleblower must receive and provides information

on how a report may be made, including through Ventia’s

whistleblower service operated by KPMG FairCall. The

independent, confidential and anonymous FairCall service

is

available 24 hours a day seven days a week.

The Audit, Risk and Compliance Committee receives regular

reports and is informed of any material incidents reported

under the Whistleblower Protection Policy, as well as the

outcomes of any investigations and actions taken as a result

of

any findings.

Ventia's Whistleblower Protection Policy was reviewed

and updated during 2025 and is available in the Corporate

Governance section of our website at www.ventia.com/

governance.

Disclosure Policy

Ventia is committed to observing continuous disclosure

obligations under the ASX Listing Rules, the NZX Listing

Rules and the Corporations Act 2001 (Cth) and has adopted

a Disclosure Policy to assist in complying with these

disclosure


obligations.

The Disclosure Policy establishes procedures to ensure that

Directors and senior management are aware of, and fulfil

their obligations in relation to providing timely, full and

accurate disclosure of materially price sensitive information

to shareholders. Ventia’s Disclosure Committee meets as

required to ensure compliance with disclosure obligations.

The Policy also sets out procedures for communicating with

shareholders, stakeholders, the media and the market.

Information will be communicated to shareholders through

the lodgement of all relevant financial and other information

with the ASX and NZX, and all announcements will be made

available on our website at www.ventia.com/investor-centre.

Directors receive a copy of all material information issued to

the ASX and NZX promptly after release.

Securities Dealing Policy

Ventia has a Securities Dealing Policy that applies to Directors

and employees (Relevant Persons). The Policy explains

the types of conduct in relation to dealings in securities

that are prohibited under the Corporations Act 2001

(Cth)

and establishes procedures in relation to dealings in Ventia

securities by Relevant Persons.

Buying or selling shares in Ventia is not permitted at any time

by any person who possesses price-sensitive information, in a

manner contrary to the Corporations Act 2001 (Cth).

The Securities Dealing Policy defines certain ‘Blackout Periods’

during which trading in shares by Directors, key management

personnel and certain other senior executives and nominated

employees is prohibited.

Fairness, Inclusion and Respect Policy

(previously Diversity, Equity and

Inclusion Policy)

Ventia’s workforce is made up of individuals with diverse skills,

backgrounds, perspectives and experiences and this diversity

is recognised, valued and respected. We acknowledge the

positive outcomes that can be achieved through a diverse

workforce and recognise and utilise the contribution of diverse

skills and talent from our workforce.

Ventia’s Fairness, Inclusion and Respect Policy aligns with

Ventia's values and strategic objectives and is central to

how we attract great talent, deliver stronger outcomes for

customers, and create lasting value in the communities

where

we operate.

Human Rights and Modern Slavery Policy

Ventia’s Human Rights and Modern Slavery Policy outlines our

commitment to upholding the highest standards of human

rights, actively combating modern slavery in all its forms, and

ensuring ethical practices throughout our operations and

supply chains.

We are committed to working with our suppliers to address

modern slavery in our supply chain. All suppliers are required

to comply with our Code.

A copy of Ventia’s Modern Slavery Statement is available on

our website at www.ventia.com/modern-slavery.

Sponsorships and charitable donations

We are committed to supporting local community groups and

charities through sponsorships and donations that are legal,

ethical and further the interests of Ventia. We will not sponsor

or provide donations to initiatives or organisations not aligned

with our Code; projects or events not relevant to our areas or

operation; or political parties.

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Safety and wellbeing
At Ventia, we perform essential work to keep critical

infrastructure operational for our communities. Some of this

work can be inherently dangerous and because people are at

the heart of our success, our first promise is to put safety and

health above all else - there is nothing more important than

ensuring everyone goes home safely, every single day. We also

care about our impact on the environment and the legacy we

leave for future generations.

To achieve these outcomes, we have robust safety, health,

environmental and quality (SHEQ) governance processes and

systems in place, including:

•


c

learly defined commitments within policies and standards;

•

Cr

itical Risk Protocols which establish the essential

requirements to manage critical activity risks that could

lead to significant injury;

•

t

riple certified safety, health and environment management

systems underpinning our policy commitments;

•


an

nual planning to support the establishment and

cascading of relevant objectives and targets;

•

r

eporting systems to identify performance and reverse any

adverse trends;

•


s

pecific accountabilities, responsibilities and associated

training so that expectations are clear;

•


a

ssurance and auditing to ensure core compliance

requirements are met and the focus on critical risks

is

maintained.

Our commitment to creating a safe and healthy workplace

is

underpinned by a culture of ownership and accountability,

with a belief that when we perform well in safety, health and

environment, we perform well in other areas. Continuous

improvement is embedded through leadership behaviour,

regular review of safety practices and outcomes, and

empowering our teams to proactively identify, manage

and

mitigate safety risks.

Mental and physical health are increasing concerns for

society broadly and we are proud to offer innovative health

programs as part of our commitment to caring for our people’s

health. In 2025, we collaborated with HSE Global to deploy

the Psychosocial Risk Index, mapping employee feedback

to identify and mitigate risks such as workload and bullying,

ensuring safety remains our highest priority.

Sustainability

At Ventia, we are committed to creating a lasting and

positive legacy for people and the environment. Our strategy

encompasses the social impact we have on our people and

communities, how we manage our environmental footprint

and the way we conduct our business.

Ventia recognises the importance of managing

environmental

and social risks to ensure the sustainability

and resilience of our business and operations. Sustainability

is embedded into

our vision, our strategy, our risk and

opportunity management framework, and our culture.

The Board has assigned oversight and responsibility for

sustainability (including climate) risks and opportunities,

targets and associated legal responsibilities to the Safety

and

Sustainability Committee.

Ventia’s sustainability strategy is structured around

commitments towards net zero emissions, to drive positive

social outcomes, and deliver high standards of corporate

governance. These three commitment areas, aligned to the

environment, social and governance pillars, are supported

by

objectives and measures.

Further information on Ventia’s material climate risks and

opportunities is provided in the Sustainability Report set

out

at pages 172 to 206.

5. Safety and sustainability

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CONTENTS

Commitment to Fairness, Inclusion and Respect
At Ventia, we are committed to upholding a culture of Fairness,

Inclusion and Respect. We understand the importance of

everyone feeling safe, valued and empowered to thrive,

regardless of age, cultural heritage, disability, ethnicity,

gender identity, marital or family status, religious belief, sexual

orientation, socio-economic background or lived experience.

Fairness, Inclusion and Respect is central to how we attract great

talent, deliver stronger outcomes for customers, and create

lasting value in the communities where we operate.

In 2025, we transitioned to and released our Fairness, Inclusion,

and Respect Policy, setting clear expectations for how we engage

with our workforce, partners and the communities we serve. We

also continued to leverage expertise from external organisations

and insights from our listening surveys and employee forums to

inform initiatives that deliver positive outcomes.

Key initiatives and progress

Women’s representation: We maintained a strong focus

on our commitment to increase women's representation

across our Board, Executive Leadership Team, and senior

management, in line with our goal to achieve the HESTA 40:40

Vision. At Ventia we also focus on representation of women at

all levels of our workforce. Our workplace profile for the 2025

reporting period is set out below:

Level FY24 FY25

Ventia Group Board42.9%42.9%

Executive Leadership Team50%50%

Women in Senior Management30.8%30.6%

All employees30.9%32.2%

To strengthen our position as an employer of choice

for women, we provided development opportunities,

created credible leadership pathways, increased women’s

participation at leadership summits and events, and

maintained a flexible and supportive workplace environment.

In compliance with the Workplace Gender Equality Act,

we submitted our 2024-2025 gender pay gap data to the

Workplace Gender Equality Agency (WGEA). Ventia recognises

that a gender pay gap persists within our workforce, with the

average total remuneration gender pay gap reduced to 28.5%,

a reduction to the previous reporting period. This ongoing

improvement is supported by annual pay equity reviews and

initiatives aimed at closing the gender pay gap.

Men in the workforce: We equally focus on and support men

in our workforce to raise awareness of social and health issues

that men face, particularly during Men’s Health Week and

International Men’s Day. The launch last year of a men’s health

employee network has continued to gain traction, enabling

men across Ventia to connect and take action to address

mental and physical health challenges.

Indigenous participation: To encourage Indigenous

participation, embed culturally sensitive practices and

create opportunities that empower Indigenous employees,

businesses and communities. In Australia, we further

advanced our commitment to reconciliation through the

delivery of our 2023–2026 Stretch Reconciliation Action Plan

and in New Zealand, we delivered significant milestones to

uphold Te Tiriti o Waitangi and embedding Māori Mātāpono

(values and principles).

Broadening access to opportunities: Our commitment

to Fairness, Inclusion and Respect supports people from

all backgrounds to participate and thrive. In line with this

commitment, we continued to strengthen our engagement

with people from refugee and asylum seeker backgrounds.

Through our long-term partnership with CareerSeekers

we support mid-career professionals transitioning into

our workforce. We also maintained our focus on disability

inclusion through employment and procurement, particularly

through our long-standing relationship with Australian

Spatial Analytics

(ASA), where we create opportunities for

neurodiverse individuals. Additionally, we recognise the

valuable skills and contributions of Veterans, reservists

and defence family members and in 2025 we received

the Prime Minister's Award for Best Regional Veteran

Employment

Initiative.

Employee networks: These networks foster a sense of

belonging, amplify diverse voices, and drive cultural change.

They provide safe spaces for employees to connect, share

experiences, and advocate for equity, ensuring everyone feels

valued and included. They also help embed Fairness, Inclusion

and Respect principles across the organisation, serve as

a bridge between employees and leadership and create a

workplace where everyone can thrive. In 2025 we continued

to embed and initiate employee networks to address the

unique needs of diverse groups (such as women, LGBTTQIA+,

Aboriginal and Torres Strait Islander, Māori and Pasifika,

men’s health advocates, parents and carers, and culturally

diverse


employees).

Graduate, apprentice, and trainee programs:

These

programs offer accessible pathways for diverse

individuals to develop skills, acquire practical experience,

and establish fulfilling careers. Developing future talent

through ongoing investment in these programs is critical

to our business. Our graduate program, a key component

of this investment, has again been recognised by the

Australian

Financial Review, securing a ranking of 27th on

their 2025 Top

100 Graduate Employers list. In 2025 we

further increased our campaign efforts and received a

record number of applications, recording a 40.5% increase

in applications from engineering graduates over the

previous


recruiting


period.

6. Fairness, Inclusion and Respect (Diversity)

114

GOVERNANCE

VENTIA ANNUAL REPORT 2025

Transparent and two-way engagement
Ventia’s Board recognises the importance of regular and

proactive interaction with the market to ensure investors and

key stakeholders remain informed about Ventia’s activities.

We are committed to:

•


co

mmunicating effectively with shareholders via the ASX

and NZX

• providing new and substantive investor or analyst

presentation materials that are issued to the ASX and NZX

in advance

• giving shareholders access to accurate, balanced and

understandable information about Ventia;

• making our general meetings easily accessible for

shareholders to participate in.

The Board further recognises the rights of our shareholders

and encourages the effective exercise of those rights by:

•

ensuring notices of meeting and other meeting materials

are drafted in concise, clear language and are distributed in

accordance with the provisions of the Corporations Act 2001

and our Constitution

•

encouraging shareholders to use their attendance at

meetings to ask questions on relevant matters, with

time specifically set aside at each general meeting for

shareholder questions

•


e

ncouraging shareholders to vote on proposed resolutions

by either attending the meeting or by way of lodgement of

proxies, if shareholders are unable to attend the meeting

•


e

nsuring that Ventia’s external audit firm representatives

are present at the Annual General Meeting to answer any

questions regarding the conduct of the audit process and

preparation and content of its Auditor’s Report.

The Board also ensures that all resolutions to be considered

at general meetings are voted on and decided by way of

poll, and

that shareholders are able to appoint proxies

electronically through Ventia’s share registry.

The Directors receive copies of all material information

issued

to the ASX and NZX promptly after release.

Investor relations

Ventia has an established investor relations program designed

to facilitate effective two-way communication with our

shareholders, which includes the following:

•

regularly attending broker-sponsored and industry

conferences

• hosting investor webcasts and conference calls following

the release of half-year and full-year results; and

• providing opportunities for shareholders to receive

communications from Ventia electronically and encouraging

shareholders to communicate electronically with Ventia and

its share registry.

Alternatively, email and telephone contact details are available

on our website and shareholders are welcome to contact us.

Company information

Our website (www.ventia.com) provides information about

Ventia generally for the benefit of our shareholders and

other stakeholders. We will promptly update the website

with material released to ASX and NZX after confirmation

of

release by the ASX.

In addition, our website contains information of particular

relevance for stakeholders including:

• Corporate Governance (accessible from the ‘Who

we are’ dropdown menu): containing the Company’s

Constitution, Board and Committee charters and

relevant governance policies

•

Board and Executive Leadership Team (accessible from

the ‘Who we are’ dropdown menu): containing the names

and brief biographical information for each of our Directors

and members of the Executive Leadership Team

•


M

arket Announcements (accessible from the ‘Investor

Centre’) containing ASX announcements.

7. Stakeholder engagement

115

VENTIA ANNUAL REPORT 2025

CONTENTS

Pictured: Ventia employee at AMC CUF,
Western Australia

116

FINANCIAL REPORT

VENTIA ANNUAL REPORT 2025

Financial Report

for the year ended 31 December 2025

Contents
Consolidated Financial Statements

Consolidated Statement of Profit or Loss

1

18

and Other Comprehensive Income

Consolidated Statement of Financial Position


1

19

Consolidated Statement of Changes in Equity

120

Consolidated Statement of Cash Flows

1

21

Notes to the Consolidated Financial Statements

122

Consolidated Entity Disclosure Statement

1

64

Directors’ Declaration

166

Independent Auditor’s Report

1

67

Notes to the Consolidated Financial Statements

1

22

1.

Basis of preparation 122

1.1

B

asis of preparation

1

22

1.2

M

aterial accounting policies

1

22

1.3

Key estimates and judgements 123

2. Group performance 124

2.1

R

evenue and other income

1

24

2.2

Expenses 126

2.3

S

egment disclosures

1

26

2.4

F

inance costs

1

28

2.5


E

mployee benefit expense

1

29

3.

Assets and liabilities 129

3.1

T

rade and other receivables and contract assets

1

29

3.2


Leases

1

30

3.3


P

roperty, plant and equipment

1

32

3.4

I

ntangible assets

1

33

3.5


Goodwill

1

34

3.6

I

mpairment of non-financial assets

1

34

3.7

I

ncome tax

1

35

3.8

T

rade and other payables and contract liabilities

1

37

3.9

E

mployee benefit liabilities

1

38

3.10


Provisions

1

38

4.

C

apital structure, financing 140

a

nd risk management

4.1


E

arnings per share

1

40

4.2

Dividends

1

40

4.3

S

hare capital

1

41

4.4

Reserves

1

42

4.5

Cash and cash equivalents 146

4.6 Borrowings 147

4.7


F

inancial risk management

1

48

4.8

Commitments for capital expenditure 152

5.

G

roup structure

1

53

5.1


B

usiness combinations

1

53

5.2


E

quity accounted investments

1

55

5.3

J

oint operations

1

56

5.4

Subsidiaries

1

57

5.5


Par

ent entity information

1

60

5.6


R

elated parties

1

61

6.

Other

1

62

6.1


C

ontingent liabilities

1

62

6.2


A

uditors’ remuneration

1

63

6.3


E

vents after the reporting period

1

63

117

VENTIA ANNUAL REPORT 2025

CONTENTS

Consolidated Statement of Profit or Loss
and Other Comprehensive Income

for the year ended 31 December 2025

Note

2025

$’m

2024

$’m

Revenue2.16,141.16,105.5

Other income2.124.9–

Expenses2.2(5,610.1) (5,609.3)

Share of profits of joint ventures5.21.13.1

Earnings before interest, income tax, depreciation and amortisation5 57. 0499.3

Depreciation expense3.2, 3.3(10 0.7)(105.6)

Amortisation expense3.4(20.6)(33.0)

Earnings before interest and income tax435.7360.7

Finance costs2.4(5 7. 9)(58.8)

Interest income10.511.1

Profit before income tax388.3313.0

Income tax expense3.7(116.1)(92.8)

Profit after income tax272.2220.2

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign exchange translation differences4.4( 7. 0)(3.5)

Cash flow hedges:

– Gains arising on change in the fair value of hedging instruments4.45.22.9

– Cumulative gains reclassified to profit or loss4.4(0.5)(6.7)

– Income tax effect of items above4.4(1.4)1.2

Total cash flow hedges3.3(2.6)

Other comprehensive loss(3.7)(6.1)

Total comprehensive income268.5214.1

Earnings per share (cents)

Basic earnings per share4.132.422 5 .74

Diluted earnings per share4.132.0025.48

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the

accompanying Notes to the Consolidated Financial Statements.

118

FINANCIAL REPORT

VENTIA ANNUAL REPORT 2025

Consolidated Statement of Financial Position
as at 31 December 2025

Note

2025

$’m

2024

$’m

Current assets

Cash and cash equivalents4.5236.3392.8

Trade and other receivables3.1340.8351.6

Contract assets3.1565.8519.1

Inventories44.945.6

Derivative assets4.71.00.5

Total current assets1,188.81,309.6

Non-current assets

Trade and other receivables3.119.618.8

Equity accounted investments5.27. 69.2

Deferred tax assets3.7152.1179. 8

Right-of-use assets3.2166.4134.0

Property, plant and equipment3.3198.41 5 7. 5

Intangible assets3.45 7. 033.2

Goodwill3.51,109.31,099.7

Derivative assets4.73.2–

Total non-current assets1,713.61,632.2

To t a l a s s e t s2,902.42,941.8

Current liabilities

Trade and other payables3.8629.5595.3

Contract liabilities3.827 7. 2351.2

Derivative liabilities4.70.2–

Employee benefit liabilities3.917 2 .1162.4

Provisions3.1060.644.3

Lease liabilities3.252.84 6.7

Current tax liabilities3.732.312.9

Total current liabilities1, 224.71,212.8

Non-current liabilities

Trade and other payables3.85.52.8

Contract liabilities3.862.262.0

Employee benefit liabilities3.97 7. 975.9

Provisions3.1088.5115.1

Derivative liabilities4.70.21.5

Lease liabilities3.21 37.497.1

Borrowings4.674 4.9743 .7

Total non-current liabilities1,116.61,098.1

Total liabilities2,341.32,310.9

Net assets561.1630.9

Equity

Share capital4.3236.7374. 5

Reserves4.4(58.7)(38.0)

Retained earnings383.1294.4

Total equity561.1630.9

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the

Consolidated Financial Statements.

119

VENTIA ANNUAL REPORT 2025

CONTENTS

Consolidated Statement of Changes in Equity
for the year ended 31 December 2025

2025Note

Share

Capital

$’m

Reserves

$’m

Retained

Earnings

$’m

To t a l

$’m

Balance at 1 January 2025374. 5(38.0)294.4630.9

Total comprehensive income

Profit after income tax––272.2272.2

Other comprehensive loss–(3.7)–(3.7)

Total comprehensive income–(3.7)272.2268.5

Transactions with owners

Share buyback and transaction costs4.3(1 37. 8)––(1 37. 8)

Treasury shares purchased4.3–(28.0)–(28.0)

Dividends paid4.2––(178 .4)(178 .4)

Share–based payments4.4–11.0(5.1)5.9

Total transactions with owners(1 37. 8)(17. 0)(183.5)(338.3)

Balance at 31 December 2025236.7(58.7)383.1561.1

2024Note

Share

Capital

$’m

Reserves

$’m

Retained

Earnings

$’m

To t a l

$’m

Balance at 1 January 2024374. 5(35.9)231.6570.2

Total comprehensive income

Profit after income tax––220.2220.2

Other comprehensive loss–(6.1)–(6.1)

Total comprehensive income–(6.1)220.2214.1

Transactions with owners

Dividends paid4.2––(158.6)(158.6)

Share–based payments4.4–4.01.25.2

Total transactions with owners–4.0(1 57. 4)(153.4)

Balance at 31 December 2024374. 5(38.0)294.4630.9

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes to the

Consolidated Financial Statements.

120

FINANCIAL REPORT

VENTIA ANNUAL REPORT 2025

Consolidated Statement of Cash Flows
for the year ended 31 December 2025

Note

2025

$’m

2024

$’m

Cash flows from operating activities

Receipts from customers6,684.96,769.7

Payments to suppliers and employees (6,18 8.7)(6,315.8)

Dividends received from joint ventures1.72.3

Proceeds from novation of a contract2.5–

Operating cash flow before interest and tax500.4456.2

Interest received10.511.1

Payments for the interest component of lease liabilities3.2.2(9.4)( 7.1)

Interest and other costs of finance paid(48.8)(45.0)

Income tax paid(73.8)(59.0)

Net cash generated from operating activities4.5.2378.9356.2

Cash flows from investing activities

Payments for business combination, net of cash acquired5.1(18.8)(11.9)

Proceeds from sale of property, plant and equipment1.51.6

Payments for acquisition of intangible assets(36.3)(13.4)

Payments for acquisition of property, plant and equipment(73.8)(55.6)

Net cash used in investing activities(1 27. 4)(79.3)

Cash flows from financing activities

Share buyback and transaction costs4.3(1 37. 8)–

Payment for purchase of treasury shares4.3(28.0)–

Repayments of principal component of lease liabilities3.2.2(61.6)(59.0)

Dividends paid4.2(178 .4)(158.6)

Transaction costs paid for refinancing–(4.8)

Net cash used in financing activities(405.8)(222.4)

Net (decrease)/increase in cash and cash equivalents(154.3)54.5

Cash and cash equivalents at start of year392.8338.7

Effect of movements in exchange rates on cash and cash equivalents (2.2)(0.4)

Cash and cash equivalents at end of year4.5236.3392.8

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the

Consolidated Financial Statements.

121

VENTIA ANNUAL REPORT 2025

CONTENTS

Notes to the Consolidated Financial Statements
for the year ended 31 December 2025

1. Basis of preparation

1.1 Basis of preparation

Ventia Services Group Limited (Company) is a for-profit company limited by shares, incorporated and domiciled in Australia.

The address of the Company’s registered office and principal place of business is:

Level 27, 155 Miller Street

North Sydney

NSW 2060, Australia.

The Consolidated Financial Statements as at and for the year ended 31 December 2025 comprise the Company and its subsidiaries

(together referred to as the Group and individually as Group entities).

The Consolidated Financial Statements were authorised for issue by the Board of Directors on 19 February 2026.

The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument

2016/191, dated 24 March 2016, and in accordance with that Instrument, amounts in the Directors’ Report and the Consolidated

Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing

hundreds of thousands of dollars, unless otherwise indicated.

The Consolidated Financial Statements have been prepared on the going concern basis. While the Group was in a net current

liability position of $35.9 million at 31 December 2025 (2024: net current asset position of $96.8 million), it was mainly driven

by cash outflows in 2025 for share buyback and related transactions cost of $137.8 million, and purchase of treasury shares of

$28.0 million. The Group generated positive net cash from operating activities of $378.9 million in 2025 (2024: $356.2 million)

and had cash and cash equivalents of $236.3 million at 31 December 2025 (2024: $392.8 million). Further supporting this position

is a positive forecast operating net cash flow in 2026 and $400.0 million of undrawn borrowing facilities currently available to

the


Group.

The Consolidated Financial Statements have been prepared on the historical cost basis except for derivative financial instruments

and contingent consideration, which are measured at fair value.

The Consolidated Financial Statements are presented in Australian dollars.

The accounting policies have been applied consistently to all periods presented in the Consolidated Financial Statements.

The Consolidated Financial Statements are general purpose financial statements that have been prepared in accordance with

the Corporations Act 2001, and Australian Accounting Standards and Interpretations.

Compliance with Australian Accounting Standards ensures that the Financial Report complies with International Financial

Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently, this Financial Report

has been prepared in accordance with and complies with IFRS as issued by the IASB.

1.2 Material accounting policies

1.2.1 Basis of consolidation

The Consolidated Financial Statements incorporate the assets, liabilities, and results of all subsidiaries as at and for the year

ended 31 December 2025. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to,

or

has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its

power over the entity.

Results of controlled entities are included in the Consolidated Statement of Profit or Loss from the date control is obtained and

excluded from the date the entity is no longer controlled. Intragroup balances and transactions, and any unrealised gains or

losses arising from intragroup transactions, are eliminated in preparing the Consolidated Financial Statements.

122

FINANCIAL REPORT

VENTIA ANNUAL REPORT 2025

1.2.2 Currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates (functional currency). The Consolidated Financial Statements are presented

in Australian dollars (AUD), which is the Company’s functional currency.

1.2.3 New and revised standards adopted by the Group

The Group has applied new and revised accounting standards and amendments that are mandatorily effective for an accounting

period that begins on or after 1 January 2025, as follows:

•

AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability

The amended standard has not had any material impact on the disclosures or on the amounts recognised in the Consolidated

Financial Statements.

1.2.4 New and revised standards in issue but not yet effective

Below is a list of the new and revised standards in issue but not yet effective that is applicable to the Group.

• AASB 18 Presentation and Disclosures in Financial Statements.

The new standard has not yet been adopted by the Group. AASB 18 replaces AASB 101 Presentation of Financial Statements.

It will not change the recognition and measurement of items in the financial statements, but will affect presentation and

disclosure in the financial statements, including introducing new categories and defined subtotals in the statement of profit or

loss, requiring the disclosure of management-defined performance measures, and changing the grouping of information in the

financial

s

tatements.

1.2.5 Other accounting policies

Material and other accounting policies that summarise the measurement basis used and are relevant to the understanding of the

Consolidated Financial Statements are provided throughout the notes.

1.3 Key estimates and judgements

In the application of the Company’s accounting policies, which are described below, the Directors of the Company are required

to make estimates and judgements about the carrying amounts of assets and liabilities that are not readily apparent from

other sources. Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectation of future events that may have a financial impact on the Group and are believed to be reasonable under

the circumstances. Actual results may differ from these estimates. Revisions to estimates are recognised in the year in which

the

estimate is revised and in any future year affected.

Estimates and judgements made in the application of accounting standards that could have a significant effect on the

Consolidated Financial Statements with a risk of adjustment in the next year are as follows:

• Revenue recognition (Note 2.1)

• Impairment of non-financial assets (Note 3.6)

• Provisions and contingent liabilities (Note 3.10 and Note 6.1).

123

VENTIA ANNUAL REPORT 2025

CONTENTS

2. Group performance
2.1 Revenue and other income

Disaggregation of revenue by contract profiles

2025

$’m

2024

$’m

Schedule of Rates4,098.74,346.8

Cost Reimbursable1,292.91,229.3

Fixed Price749. 5529.4

Total revenue6,141.16,105.5

Revenue of $351.2 million (2024: $347.0 million) recognised in 2025 was included in the contract liabilities balance as at the

beginning of the year.

2025

$’m

2024

$’m

Other income

Gain on novation of contract24.9–

Total other income24.9–

In January 2025, the Group entered into an agreement with a joint venture between ACCIONA and Ferrovial for the novation of

the operations and maintenance contract and all associated Public Private Partnership agreements on the Toowoomba Second

Range Crossing contract. The novation resulted in a net gain of $24.9 million, comprising of the $6.3 million consideration

($2.5 million of which settled in cash during the year) and release of associated provisions of $19.0 million (refer to Note 3.10);

offset by disposal of associated plant and equipment with a carrying amount of $0.4 million.

Material accounting policies

Recognition and measurement

Revenue earned from the provision of services to entities outside the Group is presented net of the amount of goods and

services tax (GST).

The Group provides operations and maintenance services, soft and hard facilities management, environmental services,

minor capital works and other solutions.

In general, revenue is recognised in the profit or loss as the services are provided, when the customer simultaneously receives

and consumes the benefits provided by the entity’s performance of the service.

The Group enters into client contracts with relatively long-term durations under various contract profiles, including Schedule

of Rates, Cost Reimbursable and Fixed Price. These contract profiles are defined as:

Contract ProfileContract Profile Description

Schedule of Rates Contracts that predominantly have a combination of:

1) unit pricing; and

2) variable volume of works typically based on work activities or number of client assets maintained.

Overheads are often paid as a fixed monthly component of the fee.

Contracts for the delivery of recurring services where the fees chargeable to the client are subject

to an annual price escalation and/or where the fees chargeable are subject to a volume adjustment

mechanism are classified as Schedule of Rates.

Cost ReimbursableContracts that are predominantly structured to pass the actual costs through to the client plus

a margin.

Fixed PriceContracts that predominantly have a fixed price (subject to variations) for an agreed outcome,

meaning that the Group is paid for a proportion of works as they are performed, where the overall

price is fixed and is not affected by the cost of delivery.

Progress payments by the client are made either monthly or as a lump sum once a completion

milestone has been reached.

124

FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

Material accounting policies continued
With respect to the method for recognising revenue over

time (i.e. the method for measuring progress towards

complete satisfaction of a performance obligation), the

Group has established certain criteria that are applied

consistently for similar performance obligations:

•


T

he majority of the Group’s contracts are contracts with

a Schedule of Rates profile where benefit is transferred to

the customer as the services are delivered. Therefore, in

most cases, revenue will be recognised using an output

method with revenue linked to the deliverables provided

to the customer;

•

For contracts with a Cost Reimbursable profile, revenue

will be recognised when the underlying costs are incurred;

• In Fixed Price contracts that provide highly interrelated

goods or services to produce a combined output,

the applicable output method is that of surveys of

performance completed to date (or measured units of

production). Under this method, the revenue recognised

represents the amount of work performed, valued at

unitary prices; and

•

Only in those contracts that are not for routine or recurring

services, and where the unit price of the goods and

services to be performed cannot be determined, the

percentage of completion measured in terms of the costs

incurred (input method) is used to recognise revenue.

Variable consideration

It is common for contracts to include performance bonuses

or penalties assessed against the timeliness or cost

effectiveness of work completed or other performance-

related key performance indicators. Where consideration

in respect of a contract is variable, the expected value of

revenue is only recognised when it is highly probable that

a

significant reversal of revenue will not occur.

Contract modification

When a modification to an existing contract is approved,

the Group first assesses whether it adds distinct goods

or services to the existing contract that are priced

commensurate with the stand-alone selling prices for those

goods or services. If this is the case, then the modification

is accounted for prospectively as a separate contract. If the

pricing is not commensurate with the stand-alone selling

prices for the goods or services and the new goods or

services are not distinct from those in the original contract,

then this is considered to form part of the original contract.

Pricing is updated for the entirety of the revised contract and

any historic adjustments recorded as a result are recognised

as a cumulative catch-up in profit or loss. If the pricing is not

commensurate with the stand-alone selling prices for the

goods or services and the new goods or services are distinct

from those in the original contract, then this is considered

to represent the termination of the original contract and

the creation of a new contract, which is accounted for

prospectively from the date of modification.

Principal versus agent considerations

For contracts where a third party (for example, a

subcontractor) is involved in providing services, the Group

determines whether it is acting as a principal or an agent.

The Group acts as a principal if it controls the specified good

or service before that service is transferred to a customer.

Contract fulfilment costs

Costs incurred prior to the commencement of a contract

may arise due to mobilisation/site set-up costs, feasibility

studies, environmental impact studies and preliminary

design activities as these are costs incurred to fulfil a

contract. Where these costs are expected to be recovered,

they are capitalised and amortised over the course of the

contract consistent with the transfer of service and asset

to the customer. Where the costs, or a portion of these

costs, are reimbursed by the customer, the amount received

is recognised as contract liabilities and allocated to the

performance obligations within the contract and recognised

as revenue over the course of the contract.

Significant financing components

The Group does not expect to have any contracts where

the period between the transfer of the promised goods or

services to the customer and timing of payment represents

a

significant financing component. Therefore, the Group

does not adjust any of the transaction prices for the time

value of

money.

Onerous contracts

Provisions for onerous contracts are recognised when

the unavoidable costs of meeting the obligations under

the contract exceed the economic benefits expected to

be received under it. The onerous contracts provision is

discounted using a pre-tax rate that reflects current market

assessments of the time value of money and the risks

specific to the liability.

Key estimates and judgements

Significant judgement is required in estimating the variable consideration, which is only recognised to the extent it is highly

probable that a significant revenue reversal will not occur. The Group assesses these requirements on a periodic basis

when estimating the variable consideration to be included in the transaction price. The estimate is based on all available

information, including historic performance.

125

VENTIA ANNUAL REPORT 2025

CONTENTS

2.2 Expenses
2025

$’m

2024

$’m

Employee benefits (Note 2.5)2,082.32,050.7

Subcontractors2 , 8 87.72,886.5

Materials431.74 47. 0

Other208.4225.1

Total expenses excluding interest, tax, depreciation and amortisation5,610.15,609.3

2.3 Segment disclosures

2.3.1 Operating segment reporting

Operating segments have been identified based on separate financial information that is regularly reviewed by the Group Chief

Executive Officer, who is also the chief operating decision maker (CODM). The identification of operating segments is based on

the nature of services provided. The Group operates in the following operating segments, which are equivalent to its reportable

segments under AASB 8 Operating Segments:

Operating SegmentsSegment Description

Defence and Social InfrastructureProvides integrated facilities management in Australia and New Zealand, and is a strategic partner

to the Australian Defence Force. The segment capabilities include providing maintenance, and

support services to public and private customers across defence, social infrastructure (education,

health, and state government), housing and community (justice and social housing), local

government and critical infrastructure.

Infrastructure Ser vicesProvides comprehensive and multidisciplinary maintenance and improvement solutions to

owners and operators of critical infrastructure. The segment capabilities span utilities (energy

network, renewable assets and water), resources and industrial assets (mining, oil and gas,

manufacturing), and resources development (minerals, oil and gas) as well as complex and large-

scale environmental remediation and rehabilitation services.

TelecommunicationsProvides end-to-end service capabilities spanning design, supply, construction, installation,

commissioning and maintenance of the region's fibre optic, mobile and critical telecommunications

networks and infrastructure. The segment capabilities include civil construction, energy solutions,

high frequency and wireless networks, operations and maintenance, project management,

engineering and design, and building management systems and configuration.

Tr a n s p o r tProvides comprehensive asset management services to owners of transport infrastructure,

encompassing motorways and tunnels, road networks, rail, ports, airports and public transport

systems across Australia and New Zealand. The segment capabilities include operations,

maintenance, and technology integration across the entire asset lifecycle.

The revenue and earnings before interest, income tax, depreciation and amortisation (EBITDA) of each segment form the primary

basis of all management reporting to the CODM.

2025

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

To t a l

$’m

Segment revenue2,398.01,426.71,672.5643.96,141.1

Segment EBITDA204.6128.7208.249.3590.8

2024

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

To t a l

$’m

Segment revenue2,579.41, 316.71, 5 7 7. 0632.46,105.5

Segment EBITDA180.6109.9199.646.3536.4

126

FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

Reconciliation of segment EBITDA to profit after income tax
2025

$’m

2024

$’m

Segment EBITDA590.8536.4

Other income24.9–

Depreciation(10 0.7)(105.6)

Corporate costs, including amortisation of computer software(75.3)(59.2)

EBIT before amortisation of acquired intangible assets439.7371.6

Amortisation of acquired intangible assets

1

(4.0)(10.9)

Earnings before interest and income tax435.7360.7

Finance costs(5 7. 9)(58.8)

Interest income10.511.1

Profit before income tax388.3313.0

Income tax expense(116.1)(92.8)

Profit after income tax272.2220.2

1. Amortisation of acquired intangible assets relating to customer contracts and relationships acquired through business combinations.

Other segment information

31 December 2025

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Segment assets5 37. 9864.3821.217 2 . 3506.72,902.4

Segment liabilities311.0317.437 7. 8288.31,046.82,341.3

31 December 2024

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Segment assets573.6778.6815.7182.2591.72,9 41.8

Segment liabilities311.3271.3415.82 97.71,014.82,310.9

2025

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Depreciation

expense

16.547. 317. 811.97. 2100.7

Amortisation

expense

2.2–––18.420.6

Share of profits/

(losses) of joint

ventures

–(0.7)–1.10.71.1

2024

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Depreciation

expense

14. 350.912.612.115.7105.6

Amortisation

expense

1.4–––31.633.0

Share of profits of

joint ventures

–0.8–1.60.73.1

127

VENTIA ANNUAL REPORT 2025

CONTENTS

128
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

Major customers

In 2025, one customer in the Defence and Social Infrastructure segment and one customer in the Telecommunications segment

contributed more than 10% of the Group's total revenue (2024: one customer in the Defence and Social Infrastructure segment).

2.3.2 Geographical information

The table below provides information on the geographical location of revenue and non-current assets. Total revenue is allocated

to a geography based on the location in which the sales originated. Non-current assets are allocated based on the location of the

operation to which they relate.

AustraliaNew ZealandTo t a l

2025

$’m

2024

$’m

2025

$’m

2024

$’m

2025

$’m

2024

$’m

Revenue5,539.15,558.6602.0546.96,141.16,105.5

Total non-current assets1,612.21, 530.7101.4101. 51,713.61,632.2

Material accounting policies

Segment revenues and expenses are those that are directly attributable to a segment and the relevant portion that can be

allocated to the segment on a reasonable basis. The types of activities from which segments derive revenue are described

above. The accounting policies used in the Group in reporting segments internally are the same as those contained in the

Consolidated Financial Statements and are consistent with those of the prior period. Given revenue within each segment is

derived from rendering of similar services, no further split of revenue by products or service is reported.

Performance is measured on segment EBITDA. The segment EBITDA includes the allocation of overhead that can be directly

attributable to an individual business segment. The

following items are not allocated to segments as they are not considered

part of the core operations of any segment:

•

C

orporate costs

•

D

epreciation and amortisation

• Interest income

•


F

inance costs

•

I

ncome tax.

Segment assets and liabilities include tangible assets, intangible assets and working capital employed by the segments.

Corporate assets and liabilities represent centrally managed assets and liabilities, such as tangible assets and intangible

assets of head office, income tax balances and borrowings.

2.4 Finance costs

2025

$’m

2024

$’m

Interest paid and payable on bank facilities41.141.0

Amortisation of capitalised borrowing costs1.22.7

Bank guarantee costs and commitment fees6.28.0

Interest paid and payable on lease liabilities9.47.1

Total finance costs57. 958.8

129
VENTIA ANNUAL REPORT 2025

2.5 Employee benefit expense

2025

$’m

2024

$’m

Short-term employee benefits1,901.71,884.4

Post-employment benefits150.3151.6

Share-based payments5.95.2

Termination benefits24.49.5

Total employee benefit expense2,082.32,050.7

3. Assets and liabilities

3.1 Trade and other receivables and contract assets

2025

$’m

2024

$’m

Current

Trade receivables, net of expected credit losses280.7296.3

Prepayments and other receivables53.750.1

Amounts receivable from related parties (Note 5.6)6.45.2

Total current trade and other receivables340.8351.6

Non-current

Prepayments and other receivables13.513.9

Amounts receivable from related parties (Note 5.6)6.14.9

Total non-current trade and other receivables19.618.8

Total trade and other receivables360.4370.4

2025

$’m

2024

$’m

Current

Contract assets565.8519.1

Total contract assets565.8519.1

Material accounting policies

Trade and other receivables and contract assets

Trade receivables represent the invoiced value of receivables from services and other contracting services.

Other receivables generally arise from transactions other than the provision of services and include amounts in respect of

sales of assets and GST receivable.

Contract assets are balances due from customers under contracts as work is performed and therefore a contract asset is

recognised over the period in which the performance obligation is fulfilled. This represents the entity’s right to consideration

for the services transferred to date. Amounts are transferred to trade receivables when these have been certified or invoiced

to a customer.

The Group assesses on a forward-looking basis any expected credit losses associated with its trade receivables and contract

assets. Given the customer base of the Group mainly comprises government agencies and corporations, the Group’s exposure

to credit losses to date has been negligible.

CONTENTS

130
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

3.2 Leases

3.2.1 Right-of-use assets

2025

Property

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost14 6.614.9131.7293.2

Less: Accumulated depreciation(67.5)(6.3)(53.0)(126.8)

Carrying amount at end of year79.18.678.7166.4

Movement:

Carrying amount at start of year70.26.75 7.1134.0

Additions38.25.056.699.8

Disposals(2.5)(0.1)(2.0)(4.6)

Depreciation(26.2)(3.0)(32.4)(61.6)

Effect of exchange rates(0.6)-(0.6)(1.2)

Carrying amount at end of year79.18.678.7166.4

2024

Property

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost111.213.996.1221.2

Less: Accumulated depreciation(41.0)( 7. 2)(39.0)(87. 2)

Carrying amount at end of year70.26.757. 1134.0

Movement:

Carrying amount at start of year6 7. 510.446.5124.4

Additions27. 24.641. 373.1

Disposals(0.3)(2.9)(0.7)(3.9)

Depreciation(23.9)(5.4)(29.7)(59.0)

Effect of exchange rates(0.3)–(0.3)(0.6)

Carrying amount at end of year70.26.757. 1134.0

3.2.2 Lease liabilities

2025

$’m

2024

$’m

Movement:

Carrying amount at start of year143.8133.5

Additions113.573.1

Disposals(4.6)(3.8)

Interest expense9.47.1

Payments for the interest component of lease liabilities(9.4)( 7.1)

Repayments of the principal component of lease liabilities(61.6)(59.0)

Effect of exchange rates(0.9)–

Carrying amount at end of year190.2143.8

Current52.84 6.7

Non-current1 37.497.1

Carrying amount at end of year190.2143.8

131
VENTIA ANNUAL REPORT 2025

The maturity analysis on undiscounted cashflow of lease liabilities is set out below:

2025

$’m

2024

$’m

Within one year61.354.6

One to two years51.044.5

Two to five years70.560.4

Over five years32.75.9

To t a l215.5165.4

At the end of the reporting period, the weighted average lease expiry for the portfolio of leases were:

Weighted Average Lease Expiry

1

2025

Years

2024

Years

Property5.53.4

Plant and equipment5.72.5

Motor vehicles3.92.2

1. Represents the weighted average number of years from the end of the reporting period to the end of the reasonably certain lease term.

3.2.3 Other amounts recognised in the Consolidated Statement of Profit or Loss

2025

$’m

2024

$’m

Interest paid and payable on lease liabilities (included in finance costs)9.47.1

Expense relating to short-term leases, service components of leases, and variable payments13.515.2

3.2.4 Amounts recognised in the Consolidated Statement of Cash Flows

2025

$’m

2024

$’m

Payments for short-term leases, service components of leases, and variable payments

(included in payments to suppliers and employees)

(13.5)(15.2)

Payments for the interest component of lease liabilities(9.4)( 7.1)

Repayments of the principal component lease liabilities (61.6)(59.0)

Total cash outflow for leases (84.5)(81.3)

Material accounting policies

Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement

date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its

incremental borrowing rate.

CONTENTS

132
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

3.3 Property, plant and equipment

2025

Leasehold

Improvements

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost42.22 97.745.1385.0

Less: Accumulated depreciation(14. 5)(14 6.4)(2 5.7)(186.6)

Carrying amount at end of year27.7151.319.4198.4

Movement:

Carrying amount at start of year13.5121.722.31 5 7. 5

Recognition on business combination (Note 5.1)–0.50.20.7

Additions17. 061.72.481.1

Disposals–(0.5)–(0.5)

Depreciation(2.7)(31.2)(5.2)(39.1)

Effect of exchange rates(0.1)(0.9)(0.3)(1.3)

Carrying amount at end of year27.7151.319.4198.4

2024

Leasehold

Improvements

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost26.2246.044.9317.1

Less: Accumulated depreciation(12.7)(124.3)(22.6)(159.6)

Carrying amount at end of year13.5121.722.31 57. 5

Movement:

Carrying amount at start of year7.4114.920.0142. 3

Recognition on business combination (Note 5.1)–3.34.98.2

Additions10.839.05.855.6

Disposals–(0.3)(1.0)(1.3)

Depreciation(4.7)(3 4.7)( 7. 2)(46.6)

Effect of exchange rates–(0.5)(0.2)(0.7)

Carrying amount at end of year13.5121.722.31 57. 5

Material accounting policies

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment.

Depreciation

Depreciation is calculated so as to write off the cost of property, plant and equipment over their estimated effective useful

lives for the current and comparative reporting years as follows:

•


L

easehold improvements: straight-line method — shorter of the lease term and 40 years

• Plant and equipment: straight-line method — up to 15 years

•


M

otor vehicles: straight-line method — up to 10 years.

133
VENTIA ANNUAL REPORT 2025

3.4 Intangible assets

2025

Customer Contracts

and Relationships

$’m

Software and System

Development

$’m

To t a l

$’m

Cost8.1145.7153.8

Less: Accumulated amortisation(0.7)(96.1)(96.8)

Carrying amount at end of year7. 449.657. 0

Movement:

Carrying amount at start of year3.329.933.2

Recognition on business combination (Note 5.1)8.1–8.1

Additions–36.336.3

Amortisation(4.0)(16.6)(20.6)

Carrying amount at end of year7. 449.657. 0

2024

Customer Contracts

and Relationships

$’m

Software and System

Development

$’m

To t a l

$’m

Cost72.0109.4181.4

Less: Accumulated amortisation(6 8.7)(79.5)(14 8.2)

Carrying amount at end of year3.329.933.2

Movement:

Carrying amount at start of year14.238.652.8

Additions–13.413.4

Amortisation(10.9)(22.1)(33.0)

Carrying amount at end of year3.329.933.2

Material accounting policies

Customer contracts and relationships

Customer contracts and relationships were acquired as part of business combinations. Customer contracts and relationships

are carried at their fair value at the date of acquisition less accumulated amortisation and any impairment losses. Customer

contracts are amortised on the straight-line basis over the remaining contract term. Customer relationships are amortised

over a period of up to twelve years on the straight-line basis.

Software and system development

Software and system development costs consist of costs incurred in developing systems, costs incurred in acquiring software

and licences that will provide future economic benefits. These assets are carried at cost less accumulated amortisation and

amortised over a period of up to five years on the straight-line basis.

Impairment

Intangible assets are tested for impairment in accordance with the policy for impairment of non-financial assets disclosed

in Note 3.6.

CONTENTS

134
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

3.5 Goodwill

3.5.1 Carrying amounts of, and movement in, goodwill

2025

$’m

2024

$’m

Movement:

Carrying amount at start of year1,099.71,095.1

Recognised on business combination (Note 5.1)11.65.5

Effect of exchange rates(2.0)(0.9)

Carrying amount at end of year1,109.31,099.7

3.5.2 Allocation of goodwill to cash-generating units

2025

$’m

2024

$’m

Defence and Social Infrastructure255.8256.6

Infrastructure Ser vices373.4362.4

Telecommunications425.6426.2

Tr a n s p o r t54.554.5

Total goodwill1,109.31,099.7

Material accounting policies

Goodwill is tested for impairment in accordance with the policy for impairment of non-financial assets disclosed in Note 3.6.

3.6 Impairment of non-financial assets

Goodwill has been allocated to groups of cash generating units (CGUs) represented by the Group’s operating segments for the

purpose of impairment testing.

The recoverable amounts of all CGUs are based on value in use (VIU) calculations. In assessing VIU, the estimated future cash flows

are discounted to their present value using discount rates, which use current assessment of the time value of money and the risks

specific to the CGU.

No impairment has been identified for any of the CGUs.

135
VENTIA ANNUAL REPORT 2025

Key estimates and judgements

Key assumptions used in determining the recoverable amount of assets include expected future cash flows, long-term growth

rates, and discount rates.

The VIU calculation is based on a five-year future cash flows forecast developed from the Group’s most recent Board-

approved business plan. For terminal value calculation, the Group assumes a long-term growth rate of 2.5% per annum, which

reflects the organic growth expectations of the industry.

The key assumptions used in determining recoverable amounts are set out below:

31 December 202531 December 2024

EBITDA

Growth

1


Long-term

Growth Rate

Pre-tax

Discount Rate

EBITDA

Growth

1

Long-term

Growth Rate

Pre-tax

Discount Rate

Defence and Social Infrastructure1.7%2.5%13.5%7. 2 %2.5%12.7%

Infrastructure Ser vices1 2.1%2.5%13.4%8.5%2.5%12.7%

Telecommunications7. 6 %2.5%12.4%6.4%2.5%12.4%

Tr a n s p o r t14.4%2.5%13.6%8.2%2.5%12.7%

1. The earnings before interest, income tax, depreciation and amortisation (EBITDA) growth represents compound annual growth rates over a five-year forecast period.

Sensitivity analysis

For all CGUs, sensitivity analysis was performed in relation to the discount rate, growth rate and cash flow assumptions.

No reasonably possible change in key assumptions would give rise to an impairment of any of the CGUs.

3.7 Income tax

3.7.1 Income tax expense recognised in the Consolidated Statement of Profit or Loss

2025

$’m

2024

$’m

Current tax92.380.0

Deferred tax23.812.8

Total income tax expense116.192.8

3.7.2 Reconciliation between profit before income tax and income tax expense

2025

$’m

2024

$’m

Profit before income tax388.3313.0

Income tax expense using the Australian corporate tax rate of 30%116.593.9

Tax effect of amounts that are not deductible/(taxable) in calculating taxable income:

Non-deductible expenses0.31.7

Effect of different tax rates on overseas income(0.5)(0.5)

Other(0.2)(2.3)

Income tax expense116.192.8

CONTENTS

136
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

3.7.3 Deferred tax recognised in the Consolidated Statement of Financial Position

2025

Carrying

Amount at

Start of Year

$’m

Recognition

on business

combination

(Note 5.1)

$’m

Recognised

in Profit or

Loss

$’m

Recognised

in Other

Comprehensive

Income

$’m

Effect of

exchange

rates

Carrying

Amount at

End of Year

$’m

Net deferred tax assets/(liabilities)

Contract assets and liabilities0.8(0.3)4.4–(0.1)4.8

Property, plant and equipment13.6–(1.7)––11.9

Intangible assets(14.2)(2.4)0.9––(15.7)

Trade and other payables11.1–3.1––14.2

Provisions and employee benefit

liabilities

114.70.7(4.6)–(0.2)110.6

Tax losses50.3–(24.1)––26.2

Other items3.5–(1.8)(1.4)(0.2)0.1

Net deferred tax assets/(liabilities)

1

179. 8(2.0)(23.8)(1.4)(0.5)152.1

2024

Carrying

Amount at

Start of Year

$’m

Recognition

on business

combination

(Note 5.1)

$’m

Recognised

in

Profit or

Loss

$’m

Recognised

in Other

Comprehensive

Income

$’m

Carrying

Amount

at

End of Year

$’m

Net deferred tax assets/(liabilities)

Contract assets and liabilities(22.5)–23.3–0.8

Property, plant and equipment8.1–5.5–13.6

Intangible assets(9.5)–(4.7)–(14.2)

Trade and other payables24.3–(13.2)–11.1

Provisions and employee benefit

liabilities

120.7–(6.0)–114.7

Tax losses69.0–(18.7)–50.3

Other items2.1(0.8)1.01.23.5

Net deferred tax assets/(liabilities)

1

192.2(0.8)(12.8)1.2179. 8

1. Deferred tax assets and liabilities have been offset in the Consolidated Statement of Financial Position where the balances relate to taxes levied by the same tax authority.

Unrecognised tax losses

2025

$’m

2024

$’m

Unused tax losses for which no deferred tax asset has been recognised11.311.3

Potential tax benefit3.43.4

The amount of unrecognised tax losses relates to certain capital and revenue losses transferred to the Group as part of the

acquisition of Ferrovial Services Australia Pty Ltd on 30 June 2020.

3.7.4 Current tax recognised in the Consolidated Statement of Financial Position

2025

$’m

2024

$’m

Current tax assets––

Current tax liabilities(32.3)(12.9)

Net current tax assets/(liabilities)

1

(32.3)(12.9)

1. The Group offsets current tax assets and liabilities only if it has a legally enforceable right to set off and if current tax assets and liabilities relate to income taxes levied by

the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis.

137
VENTIA ANNUAL REPORT 2025

3.7.5 Uncertain tax positions

The Group is committed to the management and payment of taxes in a responsible manner within the context of its Tax

Governance and Risk Policy. This means that the Group ensures internal controls exist to achieve accurate financial reporting

in

accordance with relevant laws, accounting standards, policies and procedures, as well as ensuring compliance with applicable

tax laws, regulations and external reporting requirements by their due dates and in line with local taxation requirements.

The Tax Governance and Risk Policy documents that the Group will not enter into any transaction for the purpose of tax avoidance,

undertake aggressive tax planning transactions, nor enter into transactions that do not have a legitimate business purpose.

3.7.6 Tax consolidation

The Company and its wholly-owned Australian subsidiaries are part of a Tax Consolidated Group of which Ventia Services Group

Limited is the head entity. The head entity recognises all of the current tax assets and liabilities and deferred tax assets in respect

of tax losses of the Tax Consolidated Group (after elimination of intragroup transactions). Deferred tax assets and liabilities in

respect of temporary differences are recognised in the respective companies’ financial statements.

The Tax Consolidated Group has entered into a tax funding agreement that requires the Group to make contributions to the

head entity for current tax assets and liabilities occurring after the implementation of tax consolidation. Under the tax funding

agreement, the contributions are calculated using the “group allocation” approach so that the contributions are equivalent to

the current tax balances generated by transactions entered into by wholly-owned subsidiaries. The contributions are payable as

set out in the agreement and reflect the timing of the head entity’s obligations to make payments for tax liabilities to the relevant

tax authorities. The assets and liabilities arising under the tax funding agreement are recognised as intercompany assets and

liabilities with a consequential adjustment to current income tax.

3.8 Trade and other payables and contract liabilities

2025

$’m

2024

$’m

Current

Trade payables27 7. 9293.7

Accruals276.0224.8

Other payables71.375.8

Amounts payable to related parties (Note 5.6)4.31.0

Total current trade and other payables629.5595.3

Non-current

Other payables5.52.8

Total non-current trade and other payables5.52.8

Total trade and other payables635.0598.1

2025

$’m

2024

$’m

Contract liabilities – current27 7. 2351.2

Contract liabilities – non-current62.262.0

Total contract liabilities339.4413.2

Material accounting policies

Contract liabilities primarily relate to the Group’s obligation to transfer goods or services to a customer for which the Group

has received consideration from the customer. Contract liabilities are recognised as revenue when work is performed under

the contract.

CONTENTS

138
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

3.9 Employee benefit liabilities

2025

$’m

2024

$’m

Current

Annual leave86.183.4

Long service leave28.729.8

Workers’ compensation14.214.7

Other employee benefits43.134.5

Total current employee benefit liabilities17 2 .1162.4

Non-current

Long service leave5 7.45 7. 2

Workers’ compensation20.518.0

Other employee benefits–0.7

Total non-current employee benefit liabilities7 7. 975.9

Total employee benefit liabilities250.0238.3

3.10 Provisions

2025

$’m

2024

$’m

Current

Unfavourable contracts1.35.5

Onerous contracts1.31.7

Warranties and contract claims53.932.3

Other4.14.8

Total current provisions60.644.3

Non-current

Unfavourable contracts33.042.3

Onerous contracts0.4–

Warranties and contract claims33.454.8

Other21.718.0

Total non-current provisions88.5115.1

Total provisions149.1159.4

2025

Unfavourable

Contracts

$’m

Onerous

Contracts

$’m

Warranties

and contract

claims

$’m

Other

$’m

To t a l

$’m

Current5.51.732.34.844.3

Non-current42.3–54.818.0115.1

Carrying amount at start of year47. 81.787. 122.8159.4

Movement:

Provisions raised––25.93.429.3

Provisions used(0.8)–(21.3)(0.3)(22.4)

Provisions released on novation of contract (note 2.1)(12.7)–(6.3)–(19.0)

Recognition on business combination (note 5.1)––2.3–2.3

Effect of exchange rates––(0.4)(0.1)(0.5)

Carrying amount at end of year34.31.787. 325.8149.1

Current1.31.353.94.160.6

Non-current33.00.433.421.788.5

Carrying amount at end of year34.31.787. 325.8149.1

139
VENTIA ANNUAL REPORT 2025

Material accounting policies

Unfavourable contracts

A provision is made for unfavourable contracts where the fair value of the contract is deemed unfavourable relative to

expected market returns and they are provided for as part of the purchase price allocation process in business combinations.

These provisions are then released as an increase to earnings, in line with the financial performance of the contract over the

remaining term.

Onerous contracts

Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract

exceed the economic benefits expected to be received under it. The onerous contract provision is discounted using a pre- tax

rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Warranties and contract claims

Warranties and contract claims provisions relate to individual identified exposures and represent the best estimate of

expenditure required to settle the present obligation at the end of the reporting period.

Other provisions

Other provisions include items such as provisions for make good, which are recognised at the time of recognising a right-of-

use asset and represent an estimate of the costs to be incurred in the dismantling of the asset and restoring it to the condition

specified in the lease.

Key estimates and judgements

The estimates and judgements applied in determining the Group’s provisions involve a high degree of complexity and have a

risk of causing a material adjustment in subsequent periods. Any changes in the estimates and judgements of the provision in

future periods will be recognised in profit or loss.

Unfavourable contract provisions relate to contracts acquired in business combinations where the fair value of the contract

is deemed unfavourable relative to expected market returns. Expected market returns were assessed with reference to the

Group’s contract portfolio and relevant industry information.

Onerous contract provisions relate to estimation of unavoidable costs of meeting the obligation under the contract,

which

are assessed by management based on factors such as remaining contract life, volume of work and labour hours.

In estimation of provisions for warranties and claims, management consider historic experience on similar claims and other

information available such as legal opinion and expert determination.

CONTENTS

4. Capital structure, financing and risk management
4.1 Earnings per share

Basic earnings per share is calculated as profit after income tax attributable to shareholders, divided by the weighted average

number of ordinary shares (WANOS) issued.

Diluted earnings per share is calculated as profit after income tax attributable to shareholders adjusted for any profit recognised in

the period in relation to dilutive potential ordinary shares, divided by the WANOS adjusted by dilutive potential ordinary shares.

20252024

Profit after income tax for the year attributable to equity holders of the parent entity

used in earnings per share ($’m)

272.2220.2

272.2220.2

WANOS used in earnings per share (millions of shares)

WANOS for purpose of basic earnings per share8 39.7855.4

Effect from dilutive potential ordinary shares

Weighted average number of ordinary shares on issue8 39.7855.4

A

djustment to reflect potential dilution for equity incentive plans11.08.9

WANOS for purpose of diluted earnings per share8 50.7864.3

Basic earnings per share (cents)32.422 5 .74

Diluted earnings per share (cents)32.0025.48

4.2 Dividends

20252024

Cents per

Share

To t a l

Amount

$’mFranking

Date of

Payment

Cents per

Share

To t a l

Amount

$’mFranking

Date of

Payment

Prior year final10.6389.980%

7 April

2025

9.4179.580%

5 April

2024

Current year interim10.7188.590%

8 October

2025

9.3579.180%

7 October

2024

Dividends paid during the year21.34178 .418.76158.6

On 19 February 2026, the Board of Directors declared a final dividend of 12.54 cents per share in respect of the 2025 financial year,

90% franked at a 30% tax rate. The amount will be paid on 9 April 2026. As the dividend was declared subsequent to 31 December

2025, no provision had been made at 31 December 2025.

Franking credit balance

2025

$’m

2024

$’m

Franking credits available for future financial periods (tax paid basis, 30% tax rate)1.10.7

The above amount represents the balance of the franking accounts at the end of the period, adjusted for:

• franking credits that will arise from the payment of income tax payable at the end of the period

•

franking debits that will arise from the payment of dividends provided at the end of the period.

140

FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

4.3 Share capital
20252024

Share Capital

Number

Millions$’m

Number

Millions$’m

Balance at start of year855.5374. 5855.5374. 5

Movement:

Share buyback(29.1)(1 37. 6)––

Transaction costs–(0.2)––

Balance at end of year826.4236.7855.5374. 5

During the year, the Company bought back 29.1 million shares on market at an average price of $4.72 per share, for a total cash

outflow of $137.6 million.

Share capital

Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders’

meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are entitled to any net

proceeds on liquidation.

The total number of shares issued by the Company as at 31 December 2025 is 826,358,504 (2024: 855,484,445). This includes

3,355,449 treasury shares as at 31 December 2025 (2024: 70,671). In 2025, 2,373,773 treasury shares were granted to certain

employees of the Group.

The following table summarises the movements in treasury shares:

20252024

Treasury Shares

Number

Millions$’m

Number

Millions$’m

Balance at start of year0.1(0.1)0.2(0.3)

Movement:

Purchase of treasury shares5.7(28.0)(0.1)0.2

Shares issued to employees(2.4)9.4––

Balance at end of year3.4(18.7)0.1(0.1)

141

VENTIA ANNUAL REPORT 2025

CONTENTS

4.4 Reserves
2025

Treasury

Share

Reserve

$’m

Cash Flow

Hedge

Reserve

$’m

Foreign

Currency

Translation

Reserve

$’m

Share-based

Payment

Reserve

$’m

Accumulated

Losses

Reserve

$’m

To t a l

$’m

Balance at start of year(0.1)(0.7)(4.5)9.7(42.4)(38.0)

Purchase of treasury shares(28.0)––––(28.0)

Shares issued to employees9.4––(9.4)–-

Share-based payment expense–––5.95.9

Benefits vested–––5.1–5.1

Gains arising on change in the fair value of

hedging instruments

–5.2–––5.2

Income tax related to gains recognised in

other comprehensive income

–(1.5)–––(1.5)

Cumulative gains arising on changes in fair

value of hedging instruments reclassified

to profit or loss

–(0.5)–––(0.5)

Income tax related to gains reclassified to

profit or loss

–0.1–––0.1

Foreign exchange translation differences––( 7. 0)––( 7. 0)

Balance at end of year(18.7)2.6(11.5)11.3(42.4)(58.7)

2024

Treasury

Share

Reserve

$’m

Cash Flow

Hedge

Reserve

$’m

Foreign

Currency

Translation

Reserve

$’m

Share-based

Payment

Reserve

$’m

Accumulated

Losses

Reserve

$’m

To t a l

$’m

Balance at start of year(0.3)1.9(1.0)5.9(42.4)(35.9)

Shares issued to employees0.2––(0.2)––

Share-based payment expense–––5.2–5.2

Benefits vested–––(1.2)–(1.2)

Gains arising on change in the fair value of

hedging instruments

–2.9–––2.9

Income tax related to gains recognised in

other comprehensive income

–(0.8)–––(0.8)

Cumulative gains arising on changes in fair

value of hedging instruments reclassified

to profit or loss

–(6.7)–––(6.7)

Income tax related to gains reclassified to

profit or loss

–2.0–––2.0

Foreign exchange translation differences––(3.5)––(3.5)

Balance at end of year(0.1)(0.7)(4.5)9.7(42.4)(38.0)

Share-based payment reserve

The Group operates equity incentive plans, which provide equity instruments to certain executives as a component of their

remuneration. The share-based payments expense for the year for the Group was $5,853,000 (2024: $5,181,000).

Refer to the Remuneration Report for further details of all plans.

142

FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

Long-term Incentive (LTI) Plan
LT I Pl a n

Share Appreciation Rights (SARs) are granted under the LTI plan. SARs entitle the participants to payment in the Company’s

ordinary shares, equivalent to the amount by which the underlying Company share price has increased since the right was

granted. If SARs vest, the participants will be allocated shares equal to the total value of appreciation (number of SARs times share

price growth from grant to vesting). The share price growth is based on the difference between the 20-day trading day Volume-

Weighted Average Price (VWAP) up to and including 31 December for the grant year (2024: 10-day VWAP up to the release of the

Company’s annual financial statements for the grant year), and the 20-day VWAP up to and including 31 December for the vesting

year (2024: 10-day VWAP up to the release of the Company’s annual financial statements for the vesting year).

The variables in the table below are used as inputs into the model to determine the fair value of the 2025 and 2024 LTI Plan’s SARs.

2025 LTI PlanTr a n c h e 1Tr a n c h e 2Tr a n c h e 3

Invitation date23 May 202523 May 202523 May 2025

Vesting period start date1 January 20251 January 20251 January 2025

Vesting date31 December 202731 December 202831 December 2029

Expected volatility25%25%25%

Risk-free interest rate (per annum)3.50%3.60%3.70%

Share price at invitation date$ 4.79$ 4.79$ 4.79

Expected dividend yield (per annum)5.83%5.83%5.83%

Fair value per instrument$0.73$0.85$0.94

2024 LTI PlanTr a n c h e 1Tr a n c h e 2Tr a n c h e 3

Invitation date24 May 202424 May 202424 May 2024

Vesting period start date1 January 20241 January 20241 January 2024

Vesting date31 December 202631 December 202731 December 2028

Expected volatility25%25%25%

Risk-free interest rate (per annum)4.13%4.22%4. 31%

Share price at invitation date$3.56$3.56$3.56

Expected dividend yield (per annum)5.56%5.56%5.56%

Fair value per instrument$0.57$0.68$0.76

The following table summarises the movements in SARs for the LTI Plan:

20252024

Balance at start of year20,145, 81217,747,16 5

True-up for prior year

1

(1,156,549)(4,004,440)

Issued during the year

1

4,674,2406,925,860

Vested during the year(2,600,458)-

Forfeited during the year(183,185)(522,773)

Balance at end of year20,879,86020,145,812

1. The number issued during the year represents an estimate of the number of SARs to be allocated to LTI Plan participants who are invited to the LTI plan during the year.

Since the 2024 actual number will be determined based on the 10-day VWAP subsequent to the release of the Company’s annual financial statements, a true-up for the

numbers issued in the prior year is required.

143

VENTIA ANNUAL REPORT 2025

CONTENTS

Short-term Incentive (STI) Plan
STI Plan

The 2025 STI Plan is a cash and share-settled share rights plan. The equity component will be awarded in March 2026 and is

subject to deferral in two equal tranches: 50% deferred for 12 months; and 50% deferred for 24 months. At the end of each deferral

period, vested rights are converted into the Company’s ordinary shares.

While rights do not attract actual dividends during the deferral periods, rights have attached dividend equivalent rights such that

on vesting, additional shares will be awarded equivalent to the value of dividends accrued as if ordinary shares had been owned

throughout the deferral period.

The equity component of the 2025 STI Plan had the same mechanism as the 2024 STI Plan. The variables in the table below are

used as inputs into the model to determine the fair value of the 2025 and 2024 STI Plan share rights:

2025 STI PlanTr a n c h e 1Tr a n c h e 2

Invitation date11 April 202511 April 2025

Vesting period start date1 January 20251 January 2025

Vesting date31 December 202631 December 2027

Expected volatility25%25%

Risk-free interest rate (per annum)3.26%3.38%

Share price at invitation date$4.12$4.12

Expected dividend yield (per annum)5.83%5.83%

Fair value per instrument$4.12$4.12

2024 STI PlanTr a n c h e 1Tr a n c h e 2

Invitation date10 May 202410 May 2024

Vesting period start date1 January 20241 January 2024

Vesting date31 December 202531 December 2026

Expected volatility25%25%

Risk-free interest rate (per annum)4.02%4.02%

Share price at invitation date$3.62$3.62

Expected dividend yield (per annum)5.56%5.56%

Fair value per instrument$3.62$3.62

144

FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

Movements in outstanding share rights
The following table summarises the movement in outstanding share rights for the above STI plans:

20252024

Balance at start of year2,338,2572 , 0 5 7,18 2

True-up for prior year

1

(118,971)(132,894)

Issued during the year

1

664,060911,670

Vested during the year(965,851)(419, 209)

Forfeited during the year(22,483)(78,492)

Balance at end of year1,895,0122,338,257

1. The number issued during the year represents an estimate of the number of rights to be allocated to STI Plan participants, who are invited to the STI Plan during the year.

Since the 2024 actual number will be determined based on the 10-day VWAP subsequent to the release of the Company’s annual financial statements, a true-up for the

numbers issued in the prior year is required.

Legacy Ventia Executive Incentive Plan

Prior to listing, the Group operated an executive incentive plan (the Legacy Ventia Executive Incentive Plan (EIP)). This scheme was

designed to provide incentives to attract, motivate and retain those whose contributions are important to the Company’s success.

There was no grant of shares under this scheme during 2025 and 2024.

Material accounting policies

Treasury shares

Treasury shares are shares in the Company that are held in trust on behalf of the Company. Treasury shares are deducted from

equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares.

Accumulated losses reserve

The accumulated losses reserve includes certain costs incurred by the Group in prior years in relation to its refinancing and

initial public offering (IPO).

145

VENTIA ANNUAL REPORT 2025

CONTENTS

146
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

4.5 Cash and cash equivalents

4.5.1 Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows

2025

$’m

2024

$’m

Cash at bank and on hand236.3392.8

Total cash and cash equivalents236.3392.8

4.5.2 Reconciliation of profit after income tax to net cash generated from operating activities

2025

$’m

2024

$’m

Profit after income tax272.2220.2

Adjustments for:

Income tax expense116.192.8

Income tax payment(73.8)(59.0)

Depreciation expense10 0.7105.6

Amortisation expense20.633.0

Share of profits of joint ventures(1.1)(3.1)

Dividends received from joint ventures1.72.3

Amortisation of capitalised borrowing costs1.22.7

Share-based payment expense5.95.2

Other(2.5)0.5

Changes in working capital:

Trade and other receivables14.719.7

Contract assets(45.1)10.6

Inventories0.81.1

Trade and other payables42.8 (64.9)

Contract liabilities(74.1)0.4

Employee benefit liabilities11.35.8

Provisions(12.5)(16.7)

Net cash generated from operating activities378.9356.2

147
VENTIA ANNUAL REPORT 2025

4.6 Borrowings

4.6.1 Capital structure

The Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its business

at an optimised weighted average cost of capital.

4.6.2 Borrowings

2025

$’m

2024

$’m

Borrowings750.0750.0

Capitalised borrowing costs(5.1)(6.3)

Total borrowings74 4.9743.7

i. Refinancing of borrowings

The Group has the following syndicated facilities (Syndicated Facilities):

•

$900.0 million of revolving cash facilities, comprising two $250.0 million tranches, which are fully drawn as at 31 December 2025

and 31 December 2024, and a five-year $400.0 million tranche, which is undrawn as at 31 December 2025 and 31 December 2024

• $250.0 million Asian Term Loan facility, which is fully drawn at 31 December 2025 and 31 December 2024.

The Syndicated Facilities have variable interest rates, based on BBSY plus a margin. The revolving cash facilities attract

commitment fees common with this type of facility.

The Syndicated Facilities are guaranteed by the Guarantor Group, which comprises of entities contributing no less than 80%

of

EBITDA and 80% of total tangible assets of the Group.

The Group has entered into swap arrangements to mitigate its exposure to unfavourable interest rate movements. The swap

arrangements satisfy the requirements for hedge accounting and are accounted for accordingly. Refer to Note 4.7.

ii. Covenants on financing facilities

The Syndicated Facilities are unsecured and contain financial covenants, which are tested monthly and reported semi-annually.

The financial covenants include requirements on the Group’s leverage ratio and interest cover ratio. The Group was in compliance

with all of its financial covenants as at 31 December 2025 and throughout the year.

iii. Bank guarantees and insurance bonds


T

he Group has $835.0 million (2024: $760.0 million) of bank guarantee and insurance bond facilities on a committed and

uncommitted basis to support its contracting activities. The Group’s facilities are provided by a number of banks and insurance

companies on an unsecured and revolving basis. $449.9 million of these facilities were utilised as at 31 December 2025 (2024:

$460.5 million).

iv. Credit ratings

The Group had investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s and BBB (Outlook Stable) from S&P as at

31 December 2025 and 2024.

v. Maturity profile

The maturity profile of the Group’s borrowing arrangements is represented in the below table by facility limit:

CurrencyAnnual Interest RateMaturity$’m

Syndicated facilities (non-current)

– fully drawn

Revolving cash facilityAUDBBSY + 120 bps8 November 2027250.0

Revolving cash facilityAUDBBSY + 130 bps8 November 2028250.0

Asian Term LoanAUDBBSY + 170 bps11 November 2031250.0

750.0

Revolving cash facility – undrawnAUDBBSY + 140 bps8 November 2029400.0

CONTENTS

148
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

4.7 Financial risk management

The Group’s activities expose it to several financial risks, including market risk, liquidity risk and credit risk.

The Group manages financial risk through Board-approved policies and procedures. These specify the responsibility of the

Board of Directors and senior management regarding the management of financial risk. Financial risk is managed centrally by

the Group’s Treasury and Finance team under the direction of the Board. The Treasury and Finance team manages risk exposures

primarily through delegated authority limits and defined measures. The Treasury and Finance team regularly monitors the

Group’s

exposure to any of these financial risks and reports to the Board.

The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

4.7.1 Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and equity prices will affect

the Group’s financial performance or the value of its financial instrument holdings. The objective of market risk management is

to

manage and control market risk exposures within acceptable parameters, while optimising returns.

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial asset or financial liability will change as a result of

changes in market interest rates. The Group is exposed to interest rate risk as it borrows at floating interest rates, and adverse

movements in floating interest rates will increase the cost of floating rate debt. The Group’s exposure to market interest rates

relates primarily to its long-term borrowings. All interest rate exposures are identified, quantified, monitored and managed

centrally by the Group’s Treasury and Finance team. The Group has a list of approved financial instruments which can be used

to

manage interest rate risk.

Sensitivities have been calculated based on a movement in interest rates of 25 basis points (2024: 25 basis points) across the yield

curve of the relevant currencies. The selected basis point increase or decrease represents the Group’s assessment of the possible

change in interest rates on variable rate instruments. At the reporting date, an increase/decrease in interest rate of 25 basis points

(2024: 25 basis points) will:

•

decrease/increase full year net profit after income tax by $0.4 million (2024: $0.7 million) as a result of the unhedged portion of

the Group’s variable-rate borrowings

•

i

ncrease/decrease full year other comprehensive income (net of income tax) by $1.7 million (2024: $1.4 million) as a result of the

changes in fair value of derivatives designated in a cash flow hedge.

ii. Foreign exchange risk

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes

in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates to the Group’s foreign

operations, where revenues or expenses are denominated in a different currency (primarily New Zealand dollars) from the Group’s

presentation currency.

At the reporting date, a 5% appreciation/depreciation in the New Zealand dollar against the Australian dollar will increase/

decrease full year other comprehensive income by $7.7 million (31 December 2024: $7.0 million). The movement represents

the

Group’s assessment of the possible changes in spot foreign exchange rates.

149
VENTIA ANNUAL REPORT 2025

iii. Hedging arrangements

At the reporting date, the fair value and notional amounts of derivatives entered into for hedging purposes for the Group are:

Notional Value

1

Fair Value AssetFair Value Liability

2025

$’m

2024

$’m

2025

$’m

2024

$’m

2025

$’m

2024

$’m

Cash flow hedges

Interest rate swaps900.0975.04.20.50.41.5

To t a l900.0975.04.20.50.41.5

1. At 31 December 2025, the notional value for interest rate swaps includes $375.0 million of for ward starting swaps (31 December 2024: $600.0 million).

At the reporting date, the following items are designated as hedged items:

Carrying Amount

of Hedged Items

Cash Flow

Hedge Reserve

2025

$’m

2024

$’m

2025

$’m

2024

$’m

Cash flow hedges

Borrowings525.0375.02.6(0.7)

To t a l525.0375.02.6(0.7)

The above hedge relationships are assessed to be highly effective with insignificant hedge ineffectiveness.

iv. Interest rate swaps

The interest rate swaps are designated in a cash flow hedge on exposure from the variable rate borrowings (refer to Note 4.6.2).

4.7.2 Liquidity risk

Liquidity risk is the risk that the Group will not have sufficient funds to meet its financial commitments as and when they fall due.

Liquidity risk management involves maintaining available funding and ensuring the Group has access to an adequate amount of

committed credit facilities. The Group’s objective is to maintain a balance between continuity of funding and flexibility through

the use of loans, bank overdrafts and finance leases.

The Group’s Treasury and Finance team manages liquidity risk through frequent and periodic cash flow forecasting and analysis.

The Group has a $400.0 million revolving cash facility, which is undrawn at 31 December 2025, and cash at bank and on hand of

$236.3 million as at 31 December 2025, which will be available to fund working capital and expansion requirements.

These facilities may be drawn at any time, subject to the terms of the lending agreements. Some facilities are subject to certain

financial covenants and undertakings. No covenants or undertakings have been breached during the period.

CONTENTS

150
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

The following tables detail the Group’s undiscounted non-derivative financial liabilities and derivative financial liabilities and their

contractual maturities. Refer to Note 3.2 for the maturity analysis of the Group’s lease liabilities.

Maturity Analysis of Undiscounted Cash Outflow

31 December 2025

Within One year

$’m

One to Two Years

$’m

Two to Five Years

$’m

Over

Five Years

To t a l

$’m

Non-derivative financial liabilities

Borrowings45.2293.0308.0263.0909.2

Trade and other payables629.55.5--635.0

6 74.7298.5308.0263.01,544.2

Derivative financial liabilities

Interest rate swaps0.20.10.1-0.4

0.20.10.1-0.4

To t a l674.9298.6308.1263.01,544.6

Maturity Analysis of Undiscounted Cash Outflow

31 December 2024

Within One year

$’m

One to Two Years

$’m

Two to Five Years

$’m

Over

Five Years

To t a l

$’m

Non-derivative financial liabilities

Borrowings41.041.0578.0275.4935.4

Trade and other payables595.33.0--598.3

636.344.0578.0275.41, 533.7

Derivative financial liabilities

Interest rate swaps-0.61.1-1.7

-0.61.1-1.7

To t a l636.344.6579.1275.41,535.4

For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last repricing date.

Cash flows represented are contractual and calculated on an undiscounted basis, based on current rates at the reporting date.

4.7.3 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group.

The Group is exposed to counterparty credit risk arising from its operating activities (primarily customer receivables and contract

assets) and financing activities, including deposits with banks and financial institutions, foreign exchange and other financial

instruments. The

maximum exposure to credit risk arising from potential default of the counterparty is equal to the carrying

amount of the financial assets.

Credit risks related to balances with banks and financial institutions are managed by the Group’s Treasury team in accordance

with approved policies. Such policies only allow financial derivative instruments to be entered into with high-credit-quality

financial institutions.

Trade receivables and contract assets consist of receivables from government agencies and corporations. Receivables balances

are monitored regularly with the result that the Group’s exposure to credit losses to date has been negligible.

At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on such financial

instruments, except for certain trade and other receivables where expected credit losses have been recognised (refer to Note 3.1).

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VENTIA ANNUAL REPORT 2025

Guarantees

Details of outstanding guarantees are provided in Note 6.1. The Group is, in the normal course of business, required to provide

guarantees and letters of credit on behalf of controlled entities, joint ventures and related parties in respect of their contractual

performance-related obligations.

Maximum credit exposure

The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to

credit risk at the reporting date was:

2025

$’m

2024

$’m

Cash and cash equivalents236.3392.8

Trade receivables and contract assets, net of expected credit losses846.5815.4

Other receivables23.219.9

Amounts receivable from related parties12.510.1

Derivative assets4.20.5

To t a l1,122.71, 238.7

The ageing of the Group’s gross trade receivables before expected credit losses at the reporting date was:

2025

$’m

2024

$’m

Gross aged receivables 0-90 days282.5293.9

Gross aged receivables more than 90 days3.67. 2

To t a l286.1301.1

4.7.4 Fair value measurement of financial instruments

Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.

The following table provides information about how the fair values of these financial assets and financial liabilities are determined.

They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are observable.

Level 1Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or

liabilities.

Level 2Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that

are not based on observable market data (unobservable inputs).

Fair Value AssetFair Value Liability

2025

$’m

2024

$’m

2025

$’m

2024

$’m

Fair Value

Hierarchy

Interest rate swaps4.20.50.41.5Level 2

Contingent consideration (Note 5.1)--3.23.1Level 3

To t a l4.20.53.64.6

There were no transfers between level 1, level 2 or level 3 during the year.

CONTENTS

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VENTIA ANNUAL REPORT 2025

Estimation of fair values

The fair value of interest rate swaps is determined using a discounted cash flow model where future cash flows are estimated

based on market forward rates as at the end of the year and the contract rates, discounted at a rate that reflects the credit risk

of

the various respective counterparties.

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis

The carrying value of cash and cash equivalents, financial assets, bank and other loans, and non-interest bearing monetary

financial liabilities of the Group approximate their fair value.

Material accounting policies

Derivatives

The derivative financial instruments of the Group qualify as a cash flow hedge.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more

than 12 months and it is not due to be realised or settled within 12 months. Otherwise, they are classified as current.

4.8 Commitments for capital expenditure

Capital expenditure commitments of the Group at the reporting date are as follows:

2025

$’m

2024

$’m

Estimated capital expenditure under firm contracts, payable:

Not later than one year22.211.2

Later than one year, not later than two years--

Beyond two years--

Total capital expenditure commitments

1

22.211.2

1. There were no material commitments related to joint arrangements.

153
VENTIA ANNUAL REPORT 2025

5. Group structure

5.1 Business combinations

5.1.1 Current year acquisition

On 1 July 2025, Ventia Holdings I Pty Limited (a controlled entity of the Company) acquired the entire share capital of PowerNet

Holding Company Pty Limited (PowerNet). PowerNet is an electrical services business specialising in the construction and

installation of complex electrical high voltage projects. Its acquisition is expected to enhance the Group’s ability to support the

upgrades needed to Australia’s power network, supporting the energy transition and ensuring safe, reliable, high-quality power

across Australia.

Details of the purchase consideration and net assets acquired are summarised as follows:

Final Fair Value

$’m

Cash consideration paid19.6

Net assets acquired at fair value(8.0)

Goodwill11.6

The recognised amounts of assets and liabilities as a result of the acquisition are as follows:

$’m

Cash and cash equivalents0.8

Trade and other receivables3.8

Contract assets1.6

Total current assets6.2

Property, plant and equipment0.7

Intangible assets8.1

Total non-current assets8.8

To t a l a s s e t s15.0

Trade and other payables0.7

Contract liabilities0.3

Employee benefit liabilities0.4

Provisions2.3

Current tax liabilities1.3

Total current liabilities 5.0

Deferred tax liabilities2.0

Total non-current liabilities2.0

Total liabilities7. 0

Total identifiable net assets acquired8.0

From the date of acquisition, PowerNet’s contribution to revenue and profit after income tax for the year was not material. If the

acquisition had occurred at the start of the reporting period, management estimates that the consolidated revenue and profit

after income tax for the year would not have been materially different to what has been reported.

The trade and other receivables comprised a gross contractual amount due of $3.8 million, of which $Nil was expected to be

uncollectable at the date of acquisition.

The intangibles assets recognised comprised customer contracts and relationships.

The goodwill is attributable mainly to the synergies expected to be achieved from integrating PowerNet into the Group’s existing

Infrastructure Services offering.

CONTENTS

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VENTIA ANNUAL REPORT 2025

5.1.2 Prior year acquisition

On 1 July 2024, Ventia NZ Operations Limited (a controlled entity of Ventia Services Group Limited) acquired the entire share

capital of Landscape Solutions Pty Limited (Landsol). Landsol provides commercial landscape maintenance services across

New

Zealand and its acquisition is expected to strengthen the Group’s Defence and Social Infrastructure offering.

Details of the purchase consideration and net assets acquired are summarised as follows:

Final Fair Value

$’m

Cash consideration paid13.4

Contingent consideration3.0

Net assets acquired at fair value(10.9)

Goodwill5.5

The recognised amounts of assets and liabilities as a result of the acquisition are as follows:

$’m

Cash and cash equivalents1.5

Trade and other receivables4.2

Total current assets5.7

Property, plant and equipment8.2

Total non-current assets8.2

To t a l a s s e t s13.9

Trade and other payables1.2

Employee benefit liabilities0.6

Current tax liabilities0.4

Total current liabilities 2.2

Deferred tax liabilities0.8

Total non-current liabilities0.8

Total liabilities3.0

Total identifiable net assets acquired10.9

Material accounting policies

The acquisition method of accounting is used to account for all business combinations. The consideration for the acquisition

of a controlled entity comprises the fair values of the assets transferred, the liabilities incurred and the equity interests

issued by the Group. The consideration transferred also includes the fair value of any pre-existing equity interest in the

controlled

entity.

Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities assumed in business

combinations are measured at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group

recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate

share of the acquiree’s net identifiable assets. The excess of the consideration transferred over the fair value of the Group’s

share of the net identifiable assets acquired is recorded as goodwill. Where the consideration is less than the fair value of

the net identifiable assets of the controlled entity acquired, the difference is recognised directly in profit or loss as a gain on

acquisition of a controlled entity.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent

consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and

settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting

date

and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination

occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional

amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new

information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have

affected the amounts recognised as of that date.

155
VENTIA ANNUAL REPORT 2025

5.2 Equity accounted investments

2025

$’m

2024

$’m

Joint ventures

Balance at start of year9.28.4

Share of profits1.13.1

Dividends declared(2.7)(2.3)

Balance at end of year7.69.2

Joint Venture

Country of

Incorporation

Statutory

Reporting Date

Ownership Interest

2025

%

2024

%

Aroona P&T Pty LtdAustralia31 December50.050.0

Brisbane Motorway Services Pty LimitedAustralia30 June50.050.0

Gateway Motorway Services Pty LimitedAustralia30 June50.050.0

Skout Solutions Pty LimitedAustralia31 December50.050.0

SV Joint Venture Pty LimitedAustralia31 December50.050.0

Translink Investments Pty Limited1Australia30 June50.050.0

Ventia Boral Amey NSW Pty Limited

2

Australia31 December66.666.6

Ventia Boral Amey QLD Pty Limited

2

Australia31 December64.464.4

Venture Smart Pty LimitedAustralia31 December50.050.0

Skout Solutions (NZ) LimitedNew Zealand31 December50.050.0

Broadspectrum WorleyParsons JV (M) Sdn BhdMalaysia30 June50.050.0

1. The entity was deregistered in Februar y 2026.

2.

W

hile the Group holds a greater than 50% interest in these joint venture entities, voting rights on key matters are shared among the joint venture entity participants,

and therefore the Group accounts for these joint venture entities using the equity method.

The Group’s share of the joint ventures’ carrying amounts is presented below in aggregate, as they are individually immaterial:

2025

$’m

2024

$’m

Carrying amounts

Current assets16.116.2

Non-current assets14.88.1

Current liabilities(12.1)(6.2)

Non-current liabilities(11.2)(8.9)

Net assets7.69.2

Total comprehensive income

Profit after income tax1.53.6

Total comprehensive income1.53.6

There are no material commitments held by joint ventures.

CONTENTS

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FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VENTIA ANNUAL REPORT 2025

5.3 Joint operations

The Group has the following interests in joint operations whose primary activity is providing services:

Joint Operation

Country of

Incorporation

or Establishment

Ownership Interest

2025

%

2024

%

AllwaterAustralia50.050.0

Arup Pty Limited & BMD Constructions Pty Ltd & Ventia Pty Limited (Smartways)Australia20.020.0

BRSJayAustralia50.050.0

Confluence WaterAustralia50.050.0

Gold Coast Infrastructure SolutionsAustralia50.050.0

Tr a c e UJ V

1

Australia80.080.0

VenCo JVAustralia50.0-

Utilita Water SolutionsAustralia50.050.0

Ventia Boral Amey NSW

1

Australia66.666.6

Ventia Boral Amey QLD

1

Australia64.464.4

WatersureAustralia40.040.0

Ventia-Wajarri Enterprises JVAustralia50.050.0

1. Whilst the Group holds a greater than 50% interest in these joint operations, voting rights on key matters are shared among the joint operation participants, and therefore

the Group recognises its share of assets, liabilities, revenue and expenses arising from these arrangements.

157
VENTIA ANNUAL REPORT 2025

5.4 Subsidiaries

5.4.1 Deed of Cross Guarantee

Ventia Services Group Limited and each of the wholly-owned subsidiaries set out below (together referred to as the Closed Group)

have entered into a Deed of Cross Guarantee (Deed), as defined in ASIC Corporations (Wholly-owned Companies) Instrument

2016/785 (the Instrument). The effect of the Deed is that each entity in the Closed Group guarantees the payment in full of all debts

of the other entities in the Closed Group in the event of their winding up.

Pursuant to the Instrument, the wholly-owned subsidiaries within the Closed Group are relieved from the requirement to prepare,

audit, and lodge separate financial reports.

ICD (Asia Pacific) Pty Limited was added as a party to the Deed of Cross Guarantee effective 12 December 2025.

i. Parties to the Deed

Name of Entity

Broadspectrum (Finance) Pty LtdEasternwell Group Operations Pty LtdVentia Pty Limited

Broadspectrum (Holdings) Pty LtdEasternwell Group Pty LtdVentia Services Group Limited

Broadspectrum (International) Pty LtdEasternwell WA Pty LtdVentia Services Pty Ltd

Broadspectrum (Oil & Gas) Pty LtdICD (Asia Pacific) Pty LimitedVentia Solutions Pty Limited

Broadspectrum Pty LtdPiver Pty LtdVentia Utility Services Pty Limited

BRS Holdco Pty LtdVentia Asset Infrastructure Services Pty LimitedVisionstream Australia Pty Limited

Delron Cleaning Pty LtdVentia Australia Pty LtdVisionstream Pty Limited

Delron Group Facility Services Pty LtdVentia Finco Pty LtdVisionstream Services Pty Limited

Easternwell Group Assets Pty Ltd Ventia Holdings I Pty Limited

Easternwell Group Investments Pty Limited Ventia Property Pty Ltd

ii. Financial position and performance

A Statement of Profit or Loss and Statement of Financial Position, for the entities which are party to the Deed at the reporting date,

are as follows:

2025

$’m

2024

$’m

Revenue5,548.55 , 527. 3

Expenses(5,040.4)(5,026.2)

Share of profits of joint ventures1.13.1

Earnings before interest, income tax, depreciation and amortisation509.2504.2

Depreciation expense(76.7)(81.4)

Amortisation expense(14.8)(31.0)

Earnings before interest and income tax417.7391.8

Finance costs(54.8)(56.1)

Interest income8.89.6

Profit before income tax371.7345.3

Income tax expense(110.4)(84.5)

Profit after income tax261.3260.8

CONTENTS

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VENTIA ANNUAL REPORT 2025

2025

$’m

2024

$’m

Current assets

Cash and cash equivalents198.23 41.1

Trade and other receivables304.4305.8

Contract assets505.84 6 7. 6

Inventories13.417. 5

Derivative assets1.00.5

Total current assets1,022.81,132.5

Non-current assets

Trade and other receivables19.618.8

Investment in subsidiaries61.942.5

Equity accounted investments7. 69.2

Deferred tax assets136.5163.4

Right-of-use assets14 0.6106.6

Property, plant and equipment156.7120.2

Intangible assets49.528.1

Goodwill1,072.61,072.6

Derivative assets3.2–

Total non-current assets1,648.21,561.4

To t a l a s s e t s2,671.02,693.9

Current liabilities

Trade and other payables420.0395.7

Contract liabilities2 5 7. 6321.1

Derivative liabilities0.2–

Employee benefit liabilities155.2145.6

Provisions50.637. 0

Lease liabilities43.236.0

Current tax liability27. 27.1

Total current liabilities954.0942.5

Non-current liabilities

Trade and other payables2.6–

Contract liabilities62.262.0

Employee benefit liabilities75.974. 2

Provisions86.6112.4

Derivative liabilities0.21.5

Lease liabilities119.178.3

Borrowings74 4.9743 .7

Total non-current liabilities1,091.51,072.1

Total liabilities2,045.52,014.6

Net assets625.5679.3

Equity

Share capital236.7374. 5

Reserves(43.1)(29.4)

Retained earnings431.9334.2

Total equity625.5679.3

159
VENTIA ANNUAL REPORT 2025

5.4.2 Details of subsidiaries

The subsidiaries of Ventia Services Group Limited are as follows:

Interest Held %

Name of EntityCountry of Incorporation20252024

BE & MG Pty Ltd

1

Australia100100

BR & I Pty Ltd

1

Australia100100

Broadspectrum (East Timor) Pty Ltd

1

Australia100100

Broadspectrum (Finance) Pty Ltd

1, 2

Australia100100

Broadspectrum (Holdings) Pty Ltd

1, 2

Australia100100

Broadspectrum (International) Pty Ltd

1, 2

Australia100100

Broadspectrum (Oil & Gas) Pty Ltd

1, 2

Australia100100

Broadspectrum (USM) Holdings Pty Ltd

1

Australia100100

Broadspectrum Australia (QLD) Pty Ltd

1

Australia100100

Broadspectrum Escrow Pty Ltd

1

Australia100100

Broadspectrum Holdings (Delaware) Pty Ltd

1

Australia100100

Broadspectrum Pty Ltd

1, 2

Australia100100

Broadspectrum Services Pty Ltd

1

Australia100100

BRS Holdco Pty Ltd

1, 2

Australia100100

ChargePoint Pty Limited

3

Australia-100

Delron Cleaning Pty Ltd

1, 2

Australia100100

Delron Group Facility Services Pty Limited

1, 2

Australia100100

Eastern Catering Services Holdings Pty Ltd

1

Australia100100

Eastern Catering Services Pty Ltd

1

Australia100100

Eastern Pressure Control Pty LtdAustralia5151

Eastern Well Rigs Pty Ltd

1

Australia100100

Eastern Well Service No 2 Pty Ltd

1

Australia100100

Easternwell Drilling Holdings Pty Ltd

1

Australia100100

Easternwell Drilling Services Assets Pty Ltd

1

Australia100100

Easternwell Drilling Services Labour Pty Ltd

1, 3

Australia-100

Easternwell Drilling Services Holdings Pty Ltd

1

Australia100100

Easternwell Energy Rigs Pty Ltd

1

Australia100100

Easternwell Group Assets Pty Ltd

1,2

Australia100100

Easternwell Group Investments Pty Limited

1,2

Australia100100

Easternwell Group Operations Pty Ltd

1,2

Australia100100

Easternwell Group Pty Ltd

1,2

Australia100100

Easternwell WA Pty Ltd

1,2

Australia100100

Gorey & Cole Drillers Pty Ltd

1

Australia100100

Gorey & Cole Holdings Pty Ltd

1

Australia100100

ICD (Asia Pacific) Pty Limited

1,2

Australia100100

O.G.C. Services Pty Ltd

1

Australia100100

Piver Pty Ltd

1,2

Australia100100

PowerNet Holding Company Pty Ltd

1

Australia100-

PowerNet Constructions Pty Ltd

1

Australia100-

PowerNet Design Pty Ltd

1

Australia100-

PowerNet Employment Pty Ltd

1

Australia100-

PNC Plant Hire Pty Ltd

1

Australia100-

Silcar Pty Ltd

1

Australia100100

Ten Rivers Pty Ltd

1

Australia100100

TS (Procurement) Pty Ltd

1

Australia100100

Ven Air Pty Ltd

1

Australia100100

Ventia Asset Infrastructure Services Pty Limited

1,2

Australia100100

Ventia Australia Pty Ltd

1,2

Australia100100

Ventia Environmental Services Pty Limited

1

Australia100100

CONTENTS

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VENTIA ANNUAL REPORT 2025

Interest Held %

Name of EntityCountry of Incorporation20252024

Ventia Finco Pty Limited

1,2

Australia100100

Ventia Holdings I Pty Limited

1,2

Australia100100

Ventia IP Holdings Pty Ltd

1

Australia100100

Ventia Leasing Pty Limited

1

Australia100100

Ventia Property Pty Ltd

1,2

Australia100100

Ventia Pty Limited

1,2

Australia100100

Ventia Services Group EIP Pty Ltd

1

Australia100100

Ventia Services Pty Ltd

1,2

Australia100100

Ventia Solutions Pty Limited

1,2

Australia100100

Ventia Training Pty Ltd

1

Australia100100

Ventia Utility Services Pty Limited

1,2

Australia100100

Vision Hold Pty Limited

1

Australia100100

Visionstream Australia Pty Limited

1,2

Australia100100

Visionstream Pty Limited

1,2

Australia100100

Visionstream Services Pty Limited

1, 2

Australia100100

BRS (NZ Holdings) LimitedNew Zealand100100

BRS (NZ) LimitedNew Zealand100100

Landscape Solutions Pty LimitedNew Zealand100100

TSNZ Pulp & Paper Maintenance LimitedNew Zealand100100

Ventia NZ LimitedNew Zealand100100

Ventia NZ Operations LimitedNew Zealand100100

Visionstream NZ LtdNew Zealand100100

Ventia Deco LLCUnited States of America100100

1. Entities included in the Tax Consolidated Group.

2. Entities party to the Deed of Cross Guarantee, pursuant to the Instrument, with Ventia Ser vices Group Limited as the holding entity under the Deed.

3.


T

he entities were deregistered during F Y25.

5.5 Parent entity information

As at, and throughout the financial year ended 31 December 2025, the parent entity of the Group was Ventia Services Group

Limited. A Statement of Profit or Loss and Statement of Financial Position for the Company are set out below:

2025

$’m

2024

$’m

Profit after income tax180.7161.4

Total comprehensive income180.7161.4

2025

$’m

2024

$’m

Total current assets––

Total non-current assets310.0490.6

To t a l a s s e t s310.0490.6

Total current liabilities53.476.4

Total non-current liabilities––

Total liabilities53.476.4

Net assets256.6414.2

Share capital236.7374. 5

Reserves( 7. 3)9.7

Retained earnings27. 230.0

Total equity256.6414.2

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VENTIA ANNUAL REPORT 2025

Guarantees

The Company has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of certain

subsidiaries. Further details on the Deed of Cross Guarantee and the subsidiaries subject to the Deed are disclosed in Note 5.4.1.

The Company in the normal course of business, provides guarantees on behalf of its controlled entities, joint venture and related

parties in respect of their contractual performance-related obligations. These include insurance, performance and payment

bonds disclosed in Note 6.1, and parent company guarantees for certain contracts with customers.

Commitments for capital expenditure and contingent liabilities

The Company does not have any commitments or contingent liabilities (2024: nil), except as disclosed in Note 6.1.

5.6 Related parties

Related parties are persons or entities that are related to the Group as defined by AASB 124 Related Party Disclosures. This note

provides information about transactions with related parties during the year.

Transactions within the Group

During the year and previous years, subsidiaries of Ventia Services Group Limited advanced loans to, received and repaid loans

from, and provided treasury, accounting, legal, taxation, and administrative services to other Group entities.

Group entities also exchanged goods and services in sale and purchase transactions. All transactions occurred on the basis

of normal commercial terms and conditions. Balances and transactions between the Company and its subsidiaries, which are

related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

Transactions with related parties

The Group entered into transactions with its joint arrangements during the year. The following table provides the total amount

of transactions that have been entered into with other related parties and outstanding balances at the end of reporting period:

2025

Revenue

$’000

Expenses

$’000

Current

Receivables

$’000

Non-Current

Receivables

$’000

Current

Payables

$’000

Joint arrangements65,53951,0146,3776,1434,320

65,53951,0146,3776,1434,320

2024

Revenue

$’000

Expenses

$’000

Current

Receivables

$’000

Non-Current

Receivables

$’000

Current

Payables

$’000

Joint arrangements59,5365 4,7555,1894,9301,033

59,53654,7555,1894,9301,033

All related party relationships are based on normal commercial arm's length terms. None of the non-executive directors were,

or are, involved in any procurement of these products and services.

Key Management Personnel compensation

All transactions with Directors and Key Management Personnel (including their related parties) were conducted on an arm’s length

basis in the ordinary course of business and under normal terms and conditions for customers and employees.

The total remuneration for Key Management Personnel (KMP) is as follows:

2025

$’000

2024

$’000

Short-term employee benefits4,74 64,688

Post-employment benefits233218

Other long-term benefits29-

Share-based payments1,14 01,282

6,1486,188

Details of equity instruments provided as compensation to KMP and shares issued on exercise of these instruments, together with

the terms and conditions of the instruments, are disclosed in the Remuneration Report.

CONTENTS

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VENTIA ANNUAL REPORT 2025

6. Other

6.1 Contingent liabilities

6.1.1 Indemnities

Indemnities given by third parties on behalf of the Group in the ordinary course of business are as follows:

2025

$’m

2024

$’m

Insurance, performance and payment bonds449.9460.5

6.1.2 Legal claims

Legal, commercial and regulatory matters may arise in the ordinary course of business. The Directors consider that appropriate

provisions have been raised to reflect the expected cost for the resolution and finalisation of open matters and therefore no

contingent liabilities for potential settlements, fines or judgements have been noted, other than the matters below.

6.1.3 Gateway Motorway project

Claims have been made by Queensland Motorways Pty Limited (QML) in the Supreme Court of Queensland against various parties,

including the head design, construction and maintenance contractors of the Gateway Motorway project (D&C Contractor) in

relation to alleged defects in the motorway upgrade project.

Two companies in which the Group has an interest, Visionstream Australia Pty Limited (VA) (a wholly-owned subsidiary) and

Gateway Motorway Services Pty Limited (GMS) (a 50/50 joint venture company), independently provided services to the D&C

Contractor in connection with the project. The D&C Contractor has historically sought to pass down the nature and the value

of

certain claims made against it by QML to VA, and separately GMS.

Both VA and GMS have in prior years respectively served their defence to each allegation, denying all liability.

During the year ended 31 December 2025 and without prejudice to the ongoing claims process in the Supreme Court of

Queensland, commercial negotiations have been ongoing between the relevant parties in relation to the claims. These

negotiations and any potential settlement remain conditional, however, given the progress of negotiations to date, the Group

has determined that an outflow of economic benefits in relation to the matter is probable at 31 December 2025 and provisions

reflective of the Group’s best estimate of the quantum of this outflow are included within in the provision for warranty and claims

as disclosed in Note 3.10.

6.1.4 Australian Competition and Consumer Commission proceedings

In December 2024, the Australian Competition and Consumer Commission (ACCC) started civil proceedings in the Federal Court

against Ventia Australia Pty Ltd (VAPL, a wholly-owned subsidiary) and two employees, alleging contraventions of the Australian

competition law provisions for services provided to the Department of Defence (Defence).

The ACCC alleges that in 2020 and 2022, VAPL made and gave effect to, or attempted to make arrangements or understandings

containing provisions which had the purpose, effect or likely effect of fixing, controlling or maintaining the prices at which services

would be supplied to Defence under specific programs of works.

On the basis of information currently known to the Group, the Group intends to defend the proceedings. The potential outcome

of

the proceedings cannot be determined at this stage.

Key estimates and judgements

Probability of outflow

Judgement is required in determining if the probability of outflow is between remote, where no disclosure is required,

and probable, where provision recognition is required, and determining if an obligation cannot be measured with sufficient

reliability for disclosure as a contingent liability.

Management considers historic experience on similar proceedings and other information available such as legal opinion

and

expert determination.

163
VENTIA ANNUAL REPORT 2025

6.2 Auditors’ remuneration

The auditors’ remuneration for the Group is as follows:

2025

$’000

2024

$’000

Deloitte Touche Tohmatsu and related network firms

Audit or review of financial statements

Group1,2951,257

Subsidiaries and joint operations7168

Audit or review of sustainability reports

Group16590

Total audit or review 1,5311,415

Other assurance and agreed-upon procedures under other legislation or contractual agreements1888

Other services:

Other non-assurance services60-

Total other services7888

1,6091,503

6.3 Events after the reporting period

6.3.1 2025 final dividend

Since the end of the financial year, the Directors have resolved to pay a final dividend of 12.54 cents per fully paid ordinary share,

90% franked at 30% tax rate.

In accordance with AASB 110 Events after the Reporting Period, the proposed final dividend is not recognised as a liability as at

31 December 2025.

Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since

31 December 2025 that has significantly affected or may significantly affect:

•

T

he Group’s operations in future financial years;

•

The results of those operations in future financial years; or

• The Group’s state of affairs in future financial years.

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VENTIA ANNUAL REPORT 2025

The consolidated entity disclosure statement is required by section 295(3A) of the Corporations Act 2001. It includes disclosures

about entities consolidated within the Ventia Services Group as at 31 December 2025, including details about the tax residency

of

each entity.

The consolidated entity disclosure statement sets out the complete list of Ventia Services Group controlled entities as at

31 December 2025 as detailed in the table below.

Joint ventures (as determined under the accounting standards) are not consolidated as controlled entities in the Ventia

Ser vices Group.

Entity NameEnt it y Ty p e

Ownership

interest

Country of

Incorporation

Tax Residency

(Australia

or Foreign

Jurisdiction)

BE & MG Pty LtdBody corporate100%AustraliaAustralia

BR & I Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (East Timor) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (Finance) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (Holdings) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (International) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (Oil & Gas) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (USM) Holdings Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Australia (QLD) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Escrow Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Holdings (Delaware) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Services Pty LtdBody corporate100%AustraliaAustralia

BRS (NZ Holdings) LimitedBody corporate100%New ZealandNew Zealand

BRS (NZ) LimitedBody corporate100%New ZealandNew Zealand

BRS Holdco Pty LtdBody corporate100%AustraliaAustralia

Delron Cleaning Pty LtdBody corporate100%AustraliaAustralia

Delron Group Facility Services Pty LimitedBody corporate100%AustraliaAustralia

Eastern Catering Services Holdings Pty LtdBody corporate100%AustraliaAustralia

Eastern Catering Services Pty LtdBody corporate100%AustraliaAustralia

Eastern Pressure Control Pty LtdBody corporate51%AustraliaAustralia

Eastern Well Rigs Pty LtdBody corporate100%AustraliaAustralia

Eastern Well Service No 2 Pty LtdBody corporate100%AustraliaAustralia

Easternwell Drilling Holdings Pty LtdBody corporate100%AustraliaAustralia

Easternwell Drilling Services Assets Pty LtdBody corporate100%AustraliaAustralia

Easternwell Drilling Services Holdings Pty LtdBody corporate100%AustraliaAustralia

Easternwell Energy Rigs Pty LtdBody corporate100%AustraliaAustralia

Easternwell Group Assets Pty LtdBody corporate100%AustraliaAustralia

Easternwell Group Investments Pty LimitedBody corporate100%AustraliaAustralia

Easternwell Group Operations Pty LtdBody corporate100%AustraliaAustralia

Easternwell Group Pty LtdBody corporate100%AustraliaAustralia

Easternwell WA Pty LtdBody corporate100%AustraliaAustralia

Gorey & Cole Drillers Pty LtdBody corporate100%AustraliaAustralia

Gorey & Cole Holdings Pty LtdBody corporate100%AustraliaAustralia

ICD (Asia Pacific) Pty LimitedBody corporate100%AustraliaAustralia

Landscape Solutions Pty LimitedBody corporate100%New ZealandNew Zealand

O.G.C. Services Pty LtdBody corporate100%AustraliaAustralia

Piver Pty LtdBody corporate100%AustraliaAustralia

PNC Plant Hire Pty LtdBody corporate100%AustraliaAustralia

Powernet Constructions Pty LtdBody corporate100%AustraliaAustralia

Consolidated Entity Disclosure Statement

165
VENTIA ANNUAL REPORT 2025

Entity NameEnt it y Ty p e

Ownership

interest

Country of

Incorporation

Tax Residency

(Australia

or Foreign

Jurisdiction)

Powernet Design Pty LtdBody corporate100%AustraliaAustralia

Powernet Employment Pty LtdBody corporate100%AustraliaAustralia

Powernet Holding Company Pty LtdBody corporate100%AustraliaAustralia

Silcar Pty LtdBody corporate100%AustraliaAustralia

Ten Rivers Pty LtdBody corporate100%AustraliaAustralia

TS (Procurement) Pty LtdBody corporate100%AustraliaAustralia

TSNZ Pulp & Paper Maintenance LimitedBody corporate100%New ZealandNew Zealand

Ven Air Pty LtdBody corporate100%AustraliaAustralia

Ventia Asset Infrastructure Services Pty LimitedBody corporate100%AustraliaAustralia

Ventia Australia Pty LtdBody corporate100%AustraliaAustralia

Ventia Deco LLCBody corporate100%USAUSA

Ventia Environmental Services Pty LimitedBody corporate100%AustraliaAustralia

Ventia Finco Pty LimitedBody corporate100%AustraliaAustralia

Ventia Holdings I Pty LimitedBody corporate100%AustraliaAustralia

Ventia IP Holdings Pty LtdBody corporate100%AustraliaAustralia

Ventia Leasing Pty LimitedBody corporate100%AustraliaAustralia

Ventia NZ LimitedBody corporate100%New ZealandNew Zealand

Ventia NZ Operations LimitedBody corporate100%New ZealandNew Zealand

Ventia Property Pty LtdBody corporate100%AustraliaAustralia

Ventia Pty LimitedBody corporate100%AustraliaAustralia

Ventia Services Group EIP Pty LtdBody corporate100%AustraliaAustralia

Ventia Services Pty LtdBody corporate100%AustraliaAustralia

Ventia Solutions Pty LimitedBody corporate100%AustraliaAustralia

Ventia Training Pty LtdBody corporate100%AustraliaAustralia

Ventia Utility Services Pty LimitedBody corporate100%AustraliaAustralia

Vision Hold Pty LimitedBody corporate100%AustraliaAustralia

Visionstream Australia Pty LimitedBody corporate100%AustraliaAustralia

Visionstream NZ LtdBody corporate100%New ZealandNew Zealand

Visionstream Pty LimitedBody corporate100%AustraliaAustralia

Visionstream Services Pty LimitedBody corporate100%AustraliaAustralia

Entities where tax residency differed from country of incorporation

Section 295(3A) of the Corporations Act 2001 requires disclosure of the tax residency of each entity included in the consolidated

entity disclosure statement. In certain cases, determination of tax residency involves judgement as it can be fact dependent

and subject to interpretation, requiring consideration of matters such as location of central management and control or place

of

effective management.

Ventia applied the following interpretations in determining tax residency:

• Australian tax residency has been assessed based on current legislation and judicial precedent, having regard to the

Commissioner of Taxation’s existing public guidance.

•


F

oreign tax residency has been assessed based on applicable foreign legislation, judicial precedent and regulatory guidance.

CONTENTS

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VENTIA ANNUAL REPORT 2025

In the opinion of the Directors of Ventia Services Group Limited (Company):

a. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due

and payable;

b. the attached Consolidated Financial Statements are in compliance with International Financial Reporting Standards,

as stated in Note 1.1 to the Consolidated Financial Statements;

c. the attached Consolidated Financial Statements and notes thereto are in accordance with the Corporations Act 2001, including

compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group;

d. the Directors have been given the declarations required by Section 295A of the Corporations Act 2001; and

e.


t

he Consolidated Entity Disclosure statements as at 31 December 2025 set out on page 164 is true and correct.

f. there are reasonable grounds to believe that the Company and the controlled entities will be able to meet any obligations or


l

iabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and


t

hose controlled entities pursuant to ASIC Corporations (Wholly-owned companies) Instrument 2016/785 (Instrument).

Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act 2001. On behalf

of

the Directors.

David Moffatt

Chairman

19 February 2026

Directors’ Declaration

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VENTIA ANNUAL REPORT 2025


Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte organisation.


Deloitte Touche Tohmatsu


ABN 74 490 121 060

Quay Quarter Tower

50 Bridge Street

Sydney, NSW, 2000

Australia

Tel: +61 2 9322 7000

www.deloitte.com.au

Independent Auditor’s Report to the Members of Ventia

Services Group Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Ventia Services Group Limited (the “Company”) and its subsidiaries

(the “Group”) which comprises the consolidated statement of financial position as at 31 December 2025, the

consolidated statement of profit or loss and other comprehensive income, the consolidated statement of

changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the

financial statements, including material accounting policy information and other explanatory information, the

consolidated entity disclosure statement and the directors’ declaration.


In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,

including:

• Giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its financial

performance for the year then ended; and

• Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of

our report. We are independent of the Group in accordance with the auditor independence requirements of the

Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional

Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards

Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia.

We have also fulfilled our other ethical responsibilities in accordance with the Code.


We confirm that the independence declaration required by the Corporations Act 2001, which has been given to

the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s

report.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the financial report for the current period. These matters were addressed in the context of our audit of the

financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Independent Auditor's Report

CONTENTS

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168

VENTIA ANNUAL REPORT 2025


Key Audit Matter How the scope of our audit responded to the Key Audit

Matter

Recognition of revenue and recovery of

related contract assets

As disclosed in Note 2.1 and Note 3.1, the

Group has recognised revenue of $6,141.1

million in the year and contract assets of

$565.8 million as at 31 December 2025. Due to

the range of services provided by the Group, a

number of different contractual arrangements

exist that impact the recognition and

measurement of this revenue.

Management are required to exercise

judgement in determining the timing and

quantum of revenue recognised which

includes, amongst other matters,

consideration of the following:

• interpretation of terms and conditions in

relation to the relevant performance

obligations in accordance with

contractual arrangements;

• determination of stage of completion and

measurement of progress towards

satisfaction of performance obligations

where these are not satisfied at a point in

time;

• the allocation of revenue and costs to

performance obligations where multiple

deliverables and services exist;

• the Group’s performance against

contractual obligations and the impact on

revenue and costs of delivery; and

• determination of contractual entitlement

and assessment of the probability of

customer approval of changes in price.

When revenue is recognised a corresponding

contract asset is also recorded in the

consolidated statement of financial position

representing the Group’s right to consideration

for the services transferred to date. Contract

assets include amounts recognised as variable

consideration.

Contract assets are reclassified to trade

receivables when these amounts have been

certified or invoiced to a customer.


Our procedures included, but were not limited to:

• Evaluating management’s processes and controls in

respect of the recognition of revenue and related

contract assets. As part of this process, we tested

relevant controls including:

- the review and approval process of new

contracts in line with the relevant delegation

of authority and contractual risk approval

requirements;

- review and approval of contract progress

claims and underlying calculations; and

- project reviews undertaken by management.

•

Making enquiries of project leaders across the

Group’s operating sectors to enhance our

understanding of the Group’s contracting processes

and discussing with project management the risks

and opportunities in relation to individual contracts,

with a specif

ic focus on contracts that exhibit a

number of quantitative and qualitative risk factors

which may indicate that a greater level of judgement

is required in recognising revenue. These factors

include amongst others:

- high value contracts;

- significantly aged contract assets;

- history of issues identified, including any

contractual disputes or litigation;

- significant contract modifications, variations

or claims;

- material new contracts; and

- loss making contracts.

•

Developing an independent expectation of the

revenue in the year using contract related expenses

and historical contract margins as predicting

variables.

• Selecting and testing a sample of contract assets. For

the contracts selected the following procedures were

performed, where relevant, amongst others:

- obtaining and reviewing the key contract

terms and conditions to evaluate whether

these were reflected in management’s

recognition of revenue;

169
VENTIA ANNUAL REPORT 2025


- assessing whether the relevant performance

obligations had been met and the value of

revenue recognised is in accordance with

the contractual terms;

- where applicable, assessing the forecast

costs to complete through enquiries of

project managers and finance personnel and

agreeing to relevant support;

- testing contractual entitlement relating to

contract modifications, variations and

claims recognised within contract revenue

to supporting documentation and by

reference to the underlying contracts; and

- evaluating collectability in the period from 1

January 2026 to assess the reasonableness

of management’s revenue recognition

judgements and timing of revenue

recognised.

Other Information

The directors are responsible for the other information. The other information comprises the information

included in the Group’s annual report for the year ended 31 December 2025, but does not include the financial

report and our auditor’s report thereon.


Our opinion on the financial report does not cover the other information and we do not express any form of

assurance conclusion thereon. The other information includes the Sustainability Report upon which we have

performed a review of specified Sustainability Disclosures and issued a separate auditor’s report.


In connection with our audit of the financial report, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial report or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we

have performed, we conclude that there is a material misstatement of this other information, we are required

to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors are responsible:

• For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a

true and fair view of the financial position and performance of the Group in accordance with Australian

Accounting Standards; and

• For such internal control as the directors determine is necessary to enable the preparation of the financial

report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial

position and performance of the Group, and is free from material misstatement, whether due to fraud or

error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no

realistic alternative but to do so.

CONTENTS

FINANCIAL REPORT
170

VENTIA ANNUAL REPORT 2025


Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of this financial

report.


As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement

and maintain professional scepticism throughout the audit. We also:


• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient

and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in our auditor’s report to the related

disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,

future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial report, including the disclosures,

and whether the financial report represents the underlying transactions and events in a manner that

achieves fair presentation.

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial

information of the entities or business activities within the Group as a basis for forming an opinion on the

Group financial report. We are responsible for the direction, supervision, and review of the audit work

performed for the purposes of the group audit. We remain solely responsible for our audit opinion.


We communicate with the directors regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during

our audit.


We also provide the directors with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats

or safeguards applied.


From the matters communicated with the directors, we determine those matters that were of most significance

in the audit of the financial report of the current period and are therefore the key audit matters. We describe

these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or

when, in extremely rare circumstances, we determine that a matter should not be communicated in our report

171
VENTIA ANNUAL REPORT 2025


because the adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the Directors’ Report for the year ended 31 December

2025.


In our opinion, the Remuneration Report of Ventia Services Group Limited, for the year ended 31 December

2025, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report

in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on

the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.




DELOITTE TOUCHE TOHMATSU



H Fortescue G Muller

Partner Partner

Chartered Accountants Chartered Accountants

Sydney,19 February 2026 Sydney,19 February 2026



CONTENTS

Sustainability
Report

Pictured: Ventia team member

secures personal protective

equipment before performing

maintenance work on marine

infrastructure, Western Australia

Contents

Director’s declaration 173

1. Basis of preparation 174

2. Governance 175

3. Strategy 177

4. Risk management 192

5. Metrics and targets 193

17 2

SUSTAINABILITY REPORT

VENTIA ANNUAL REPORT 2025

Directors' declaration
17 3

VENTIA ANNUAL REPORT 2025

In the opinion of the Directors, the Company has taken reasonable steps to ensure the substantive provisions of the Sustainability

Report are in accordance with the Corporations Act 2001 (Cth), including:

a. the disclosure of the matters included in Section 296D of the Corporations Act 2001 (Cth); and

b. compliance with Australian Accounting Standard AASB S2 Climate-related Disclosures.

This declaration is made in accordance with a resolution of the Directors made on 19 February 2026 .

On behalf of the Board


D

avid Moffatt

Chairman

19 February 2026

CONTENTS

1. Basis of preparation
This report represents the climate-related disclosures for

Ventia Services Group Limited and its subsidiaries (collectively,

“the Group”) for the year ended 31 December 2025, which

pertains to the same consolidated reporting entity and

reporting period as presented in the Group’s Consolidated

Financial Statements. It has been prepared in accordance with

the Australian Accounting Standards Board (AASB) S2 Climate-

related Disclosures and the requirements of the Corporations

Act 2001. This report should be read in conjunction with the

Group’s Consolidated Financial Statements.

All monetary amounts in this report are expressed in

Australian dollars, which is the presentation currency of the

Group’s Consolidated Financial Statements, and are rounded

to the nearest whole number of millions of dollars and one

place of decimals representing hundreds of thousands of

dollars, unless otherwise stated.

As this is the first year the Group has applied AASB S2, the

Group has elected not to disclose comparative information

in this report. However, the Group has voluntarily disclosed

comparative information for Scope 1, 2 and 3 greenhouse

gas

(GHG) emissions. The Group has also voluntarily

disclosed market-based Scope 2 GHG emissions and

Scope

3 GHG emissions in this report.

For the purposes of this report, the Group has considered

information to be material for disclosure if the Group

reasonably expects that primary users of this report, would

expect its disclosure, or where its omission, misstatement or

obscuration could reasonably be expected to influence the

decisions that primary users of the Group's general purpose

financial reports make on the basis of this report.

In applying AASB S2, the Directors are required to make

estimates and judgements regarding future events that may

have an impact on the Group’s operations. While these are

believed to be reasonable under the circumstances, actual

outcomes may differ.

The Group has early adopted the AASB S2025-1 Amendments

to Greenhouse Gas Emissions Disclosures, in accordance

with Section 336A(3) of the Corporations Act 2001. These

amendments provide jurisdictional relief for entities subject

to national regulatory emissions reporting frameworks

and align domestic requirements with recent amendments

issued by the International Sustainability Standards Board

(ISSB). In preparing its 2025 GHG inventory, the Group has

measured emissions in accordance with the GHG Protocol:

Corporate Accounting and Reporting Standard (2004) and,

as jurisdictionally appropriate, has applied emission factors

derived from the National Greenhouse and Energy Reporting

(Measurement) Determination 2008, consistent with the relief

available under AASB S2025-1. This methodology is permitted

under the early adoption provisions and reflects the Group’s

operational and regulatory reporting requirements.

GHG emission calculations are subject to inherent uncertainty

due to the use of estimations, industry average emission

factors and proxies used in lieu of direct measurement.

The

Group’s Scope 3 data inventory primarily relies on

spend-based and activity-based proxies and estimations.

This report was authorised for issue in accordance with

a resolution of the Directors on 19 February 2026.

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SUSTAINABILITY REPORT

VENTIA ANNUAL REPORT 2025

2. Governance
2.1 Board and management’s role in governance

The governance bodies responsible for overseeing climate-related risk and opportunities, and their responsibilities, are set out below.

The Board and Committees’ responsibilities are reflected in respective charters, which are reviewed annually. The Board delegates

day-to-day responsibility of executing strategy, including climate-related matters, to the Managing Director and Group CEO.

More information about the Board and its Committees can be found in the Directors' Report on pages 66-71 and the Corporate

Governance Statement on pages 104-108.

Board & Committees

The Board has ultimate oversight of the Group's strategic direction on sustainability, including the oversight of the Group's climate-related risks and

opportunities. It ensures that sustainability is integrated into the Group's corporate strategy. In particular, the Board considers how the Group's strategy,

performance objectives and risk management processes and policies are designed to respond to climate-related risks and opportunities.

The Board's oversight of climate-related risks and opportunities is supported by the Committees, and is detailed below. The Board is informed at least annually

about climate-related risks and opportunities. The Board approved the Group's climate-related target and plans for F Y25 in Februar y 2025, on recommendation

from the Safety & Sustainability Committee (SASC). In FY25, the Board considered no trade-offs associated with climate-related risks and opportunities in its

decision on major transactions.

Managing Director and Group CEO

Manages Ventia in accordance with the strategy, business plans and policies approved by the Board including ensuring resourcing for the governance and

implementation of climate strategy.

Climate Working Group

A cross-functional climate working group reports to the CGSC and is responsible for the operation of climate-related projects and activities including effective

execution of internal processes and controls. The Climate Working Group met 18 times in 2025.

Climate Governance Steering Committee (CGSC)

The CGSC was established in 2025 and comprises the following members

of the Group's Executive Leadership Team:

•

Gr

oup Executive, People, Safety & Sustainability

• Chief Financial Officer

• Group General Counsel

Responsibilities:

• oversight of identification of climate-related risks and opportunities

and assessment of their impact

• oversight of climate-related initiatives across the Group, including

strategies to respond to the Group's climate-related risk and opportunities

• review and endorsement of the Group's Climate Transition Action Plan

•


o

versight of the setting and measurement of climate-related metrics and

targets, and progress towards achieving those targets

The CGSC met 6 times in 2025 and provides quarterly updates to the SASC

on

sustainability-related matters.

Safety & Sustainability Committee (SASC)

Oversees workplace safety, health, environment

and sustainability (including climate) matters.

Responsibilities:

• reviewing and recommending to the Board

the Group's sustainability strategy, plans

and targets annually

•

o

verseeing processes for identification,

management and reporting of climate-

related risks and opportunities

•

r

eviewing and monitoring execution of

the Group's climate transition plan

•

monitoring of progress towards climate

targets quarterly

The SASC met four times in F Y25 and was informed

on climate related risks and opportunities

through discussion with management.

In addition, climate-related targets and plans

for F Y25 were discussed with management,

endorsed and recommended to the Board

in Februar y 2025 for approval. The SASC

discussed targets and transition planning

at

its December 2025 meeting.

Audit, Risk & Compliance Committee (ARCC)

Oversees corporate governance, financial

reporting, internal control structure, risk

management systems, internal and external

audit functions, and compliance with all

applicable laws and regulations.

Responsibilities:

• overseeing the Group's Risk and Opportunity

Management Framework, which covers

climate-related risk and opportunities

•

r

ecommending to the Board the appropriate

level of financial and non-financial risks

(including climate-related risks) that the

Group should be prepared to accept in

the execution of its strategic and business

objectives

•

r

ecommending to the Board the level of

assurance for climate-related disclosures

•

reviewing climate-related disclosures (A ASB S2)

and recommending for approval by the Board

The ARCC met four times in F Y25 and was

informed on enterprise risks and climate-

related disclosures.

People & Remuneration Committee (PRC)

Assists the Board in the effective discharge

of its responsibilities for people and

remuneration


matters.

Responsibilities:

• overseeing the Group's Remuneration

Framework

•

r

eviewing remuneration outcomes

applicable to the Managing Director and

Group CEO, Executive Leadership Team

and senior management through the

achievement of annual and long-term targets

(including climate

-r

elated


targets)

The PRC met five times in FY25. It approved

the targets for incentive plans in the Februar y

2025 meeting; and received updates on

performance against targets in the August

and December meetings.

175

VENTIA ANNUAL REPORT 2025

CONTENTS

2.2 Controls and procedures
used by management to support

oversight of climate matters

The Board has endorsed a documented process to ensure the

Group has internal processes, plans and controls for preparing

climate-related information for the Sustainability Report.

The process details roles and responsibilities in relation to

activities, including scenario analysis, risk and opportunity

assessment, transition planning, assessment of

financial

impact and measurement of GHG emissions.

The Climate Governance Steering Committee (CGSC) was

established in Q1 2025 to provide governance oversight of

climate-related risks and opportunities and the Group’s

climate initiatives. The CGSC provides oversight of approved

processes, including the verification and management’s

review

of climate-related metrics and information.

The CGSC is supported by the Climate Working Group (CWG)

in fulfilling management’s responsibility to identify climate-

related risks and opportunities and monitor performance in

managing them. The CGSC receives quarterly updates from

the CWG, a cross-functional team with members from Finance,

Sustainability, Legal, Risk and Insurance, Strategy, Investor

Relations and Supply Chain. Controls and procedures, such

as those to identify and assess climate-related risks and

opportunities, and the review and endorsement by Group

Executives, are used to support these activities under the

Group’s Risk Management Framework outlined in Section 4.

Management has established controls and procedures

to ensure the accuracy and reliability of climate-related

information. These controls and procedures include:

•


r

egular review of management reporting provided to

governance bodies, including oversight of key climate-

related metrics, risks, opportunities and targets

• cross functional review of climate-related disclosure

by

the CWG, leveraging internal subject matter experts

•

r

eview of the measurement and estimation of GHG

emissions, to support monitoring progress towards

achieving targets

•

i

nternal review of financial impacts of climate-related

risks and opportunities to ensure these impacts are

accurately recorded.

2.3 Climate-related skills and experience

The Company’s Directors undertake a self-assessment of

their individual skills and experience annually. The Board

Skills Matrix is provided in Section 1 of the Corporate

Governance Statement on page 105, including identification

of seven Directors with skills and experience in sustainability

governance (including the identification and management

of climate-related risks and opportunities). The Board

Nominations Committee is responsible for ensuring that

the Board comprises Directors who collectively have the

skills, knowledge and experience needed to support the

Group to achieve its strategic objectives and fulfill its legal

and regulatory requirements, including sustainability and

climate

-related governance.

The SASC Charter requires members to have recent and

relevant skills and competencies to provide oversight of

sustainability matters, including strategies to respond to

climate-related risks and opportunities.

To stay current with climate oversight trends, all Directors

undertook the Australian Institute of Company Directors

Climate Governance online course in 2025. At the

August

2025 meeting of the SASC, an external climate

specialist provided a briefing on climate governance,

Board

roles and responsibilities, and an update on

current market practices as well as a discussion on

insights

taken from the course.

2.4 Remuneration

The PRC reviews the Group’s Remuneration Framework

and outcomes applicable to the Managing Director

and Group

CEO, Executive Leadership Team and senior

management to ensure they support the Group’s strategic

objectives and shareholder value creation over the long-

term, through the achievement of annual and long-term

targets. The

Remuneration Framework is underpinned by

short- and

long-term objectives that guide decisions and

behaviours of the Group’s senior leaders.

The Short-Term Incentive (STI) is approved annually by

the Board and focuses on the achievement of annual

goals to ensure the Group’s success into the future. All STI

participants are required to meet objectives in a scorecard,

including the

achievement of greenhouse gas emissions

reduction targets (measured in Scope 1 and 2 emissions

intensity, detailed in Section 5.1), which carries a 5%

weighting. The SASC oversees the setting and monitoring

of climate

-r

elated targets.

In 2025, 1.9% of the Group’s Key Management Personnel’s

total maximum remuneration opportunity was dependent

on


achieving climate-related objectives.

For further details on the Remuneration Framework,

refer

to Section 3 of the Remuneration Report on pages 81-82.

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3. Strategy
As an essential services provider supporting infrastructure

assets across Australia and New Zealand, the Group

recognises climate change as a long-term driver of its

strategy

and decision-making. The Group’s customers are

increasingly focused on adapting infrastructure to withstand

climate-related physical and transition risks. In response,

the Group is adapting its strategy to maximise potential

climate

-r

elated opportunities and manage climate-related

risks that may emerge.

The Group has considered the potential effects of

climate

-r

elated risks and opportunities throughout its

value

chain and business model, across all operations

delivered in Australia and New Zealand. The Group’s

value chain and business model includes its upstream

supply chain

of subcontractors, suppliers and distribution

together with its downstream customers and investors.

The identification and assessment of climate-related risks

and

opportunities were informed by scenario analysis

conducted in 2025, as set out below, which the Group also

used to assess its climate resilience (Section 3.3). Climate

resilience is defined as the capacity to adjust, adapt

and respond to climate-related changes, developments

or uncertainties. Climate resilience encompasses both

strategic resilience and operational resilience to climate-

related changes, developments and uncertainties, including

climate

-r

elated physical and transition outcomes. In the

process, the Group considered relevant cross-industry

information as an input to its corporate strategy, including

climate-related information from Sustainability Accounting

Standards Board industry-based guidance for engineering

and

construction, industry peers and parties within the

Group’s value chain (for example, climate disclosure from

its

customers and suppliers).

3.1 Climate scenario analysis

The Group has identified three plausible scenarios,

Fast Action, Base Case and Hotter World (each explained

in more detail below), relevant to its circumstances.

The scenarios are informed by recognised national and

international sources, ranging from governments and

non

-government organisations to cross-industry forums

and

cover a diverse range of climate-related transition

positions (such as regional and global climate-related

policymaking) and climate-related physical outcomes

(such as expected changes to weather patterns as a

result of climate change).

The Intergovernmental Panel on Climate Change (IPCC)

refers

to five ‘Shared Socio-economic Pathways’ (SSP1

to

SSP5) that were designed to span a range of challenges

to climate change mitigation and adaptation. For the

assessment of climate impacts, risk and adaptation,

the SSPs are used for future exposure, vulnerability

and challenges to adaptation.

The Group has adopted the IPCC intermediate SSP 2-4.5 3°C

scenario and temperature-aligned Network for Greening

the Financial System (NGFS) ‘Current Policies’ scenario as

its Base Case to reflect a trajectory consistent with currently

implemented global policy settings and emissions trends,

while considering the very low SSP 1-1.9 1.5°C and very high

SSP 5-8.5 >4°C extreme scenarios.

The Group considers how its strategy and business model

may be positively or negatively impacted by future transitional

and physical uncertainties across the short, medium and long

term, under each of the scenarios.

Information sources used to

inform climate scenarios

Relevant climate scenario sources include, but are not

limited to, the latest Intergovernmental Panel on Climate

Change Sixth Assessment Report (IPCC), the Network

for Greening the Financial System, the Department of

Climate Change, Energy and the Environment and Water

Australia (DCCEEW), the International Energy Agency

(IEA), Oxford Economics Australia economic reports

prepared for the Group, and the Australian Energy Market

Operator 2025 Gas Statement of Opportunities issued

by the Australian Energy Market Operator. Each source

has been used to inform the Group’s climate scenarios

and assumptions set out below, such as the physical

impacts of climate change in Australia (informed by

the Australian National Climate Risk Assessment 2025),

global adoption rates of electric vehicles (EVs) (informed

by IEA Global EV Outlook analysis), the proportion of

renewable generation and the 2030 Renewable Energy

Target (informed by the DCCEEW Renewable Energy

Transformation Agreements) and other customer and

industry macroeconomic trends (informed by customer

reporting, Oxford Economics Australia and other

industr y bulletins).

Time horizons (short, medium and long term) considered in

the scenario analysis are defined below:

Time horizonFinancial yearsRationale

Short2026–2028Alignment with the period

over which short-term

impacts are expected to arise

Medium2028–2035Alignment with the majority

of the Group’s longest

committed contract

durations

Long2035–2050Alignment with the useful

design life of customer assets

that the Group supports

and the Group’s long-term

emissions goals

17 7

VENTIA ANNUAL REPORT 2025

CONTENTS

The details of the scenarios adopted and their relevancy to the Group are summarised below:
Fast Action 1.5 °C futureBase Case 3 °C futureHotter World >4 °C future

IPCC Shared Socio-

economic Pathway

(SSP) reference

• SSP 1-1.9• SSP 2-4.5• SSP 5-8.5

Scenario narratives

and assumptions

• Australia and New Zealand

maintain emissions policies

in the short term. Global

transition accelerates with

faster adoption of EVs and

charging infrastructure, along

with sustainable infrastructure

goals, considering whole-

of-life carbon impacts

from design to operations

and

maintenance

• over the medium to

long term, Australia and

New


Zealand may accelerate

emission


targets

•


a l

ower level of physical risk

(in terms of frequency and

severity of extreme weather

events) as compared to the

Base Case is expected

•

A

ustralia and New Zealand

maintain emissions policies

and programs, including

significant investments in

renewable energy, energy

efficiency, EV charging and

clean transportation, and

local governments have

established net zero and

climate resilience policies

•


g

lobal mean surface

temperatures are projected to

increase by 2.1–3.5 °C by 2100,

resulting in increasing severity

and frequency of extreme

weather events

•

Australia and New Zealand

maintain their current

climate policies, but the

global transition is delayed

and divergent. This leads to

reduced availability of lower-

carbon solutions, increasing

costs for both countries to

meet their climate targets

•


i

ncreasing frequency and

severity of extreme weather

events lead to reduced

insurance coverage for

physical risks

Relevance to

the Group

• The Group’s opportunities to

support the energy transition

are expected to accelerate

•

emission reduction policy

results in faster declines

in revenue from carbon-

intensive sectors and facilities

•

c

ustomers' targets indicate

they are likely to enact more

decarbonisation projects

•

customer disaster recovery

revenue is expected to

continue but remain flat

across all timeframes

•

severe physical impacts of

climate change are projected

to be avoided, meaning

the Group’s operational

disruptions would likely

remain intermittent

and


manageable

• anticipated steady growth

from energy transition

services as the renewable

build-out accelerates, with an

Australian renewable energy

target of 82% by 2030

•

customers' focus on proactive

and reactive adaptation

measures as physical

risks increase

•

governments put a stronger

focus on the resilience of

critical infrastructure

•

d

isaster recovery revenue is

expected to continue across

all timeframes

•


p

hysical risks to people (e.g.

heat stress) increase in the

2030s, requiring consideration

of seasonal safety controls in

some geographies

•

the build-out of renewable

infrastructure and customers’

climate transition projects

could be delayed, softening

medium-term opportunities

•

physical climate stresses in

this scenario may eventually

force reactive investment

in energy systems, such as

grid reinforcing and backup

generation, which the Group

can support

•

The Group’s services for

extreme event response and

adaptation become even

more critical

•

i

ncreased frequency

of physical disruptions

may adversely impact

productivity and personnel

safety when working within

hazardous

environments

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3.2 Climate-related risks and opportunities
The Group has identified climate-related risks and

opportunities through its Risk Management Framework (refer

to Section 4), engaging internal and external subject matter

experts to consider any potential effects to its business model

and value chain. The process included consideration of each

of

the above climate scenarios.

The Group has assumed the Base Case scenario reflects the

most likely short to medium-term climate scenario and has

adopted the Base Case to describe the anticipated effects

of each climate-related risk and opportunity together with

sensitivity to the Hotter World and Fast Action scenarios.

Under the Base Case scenario, the Group assessed the

potential effects of climate-related risks and opportunities

on

its future performance, including their current and

anticipated impacts (taking into account existing mitigation

measures) on its financial position, financial performance

and cash flows.

Unless otherwise stated, the current and anticipated

impacts to financial position, performance and cash

flows in this section have been quantified and disclosed

as ranges of the Group’s 2025 Underlying Earnings Before

Interest, Tax, Depreciation and Amortisation (Underlying

EBITDA)

1

defined below with reference to the Group’s Risk

Management Framework. Underlying EBITDA is considered

the

most appropriate metric for assessing financial impacts

given the nature of the Group’s operations. It is also the

primary metric used for internal management reporting

and

is linked to key financing covenants.

Impact rating

Percentage of

Underlying EBITDA

$ million of 2025

Underlying EBITDA

Negligible0%–0.5%0 to 2.7

Minor0. 5% –2%2.7 to 10.6

Moderate2%–4%10.6 to 21.3

Major4% –7%21.3 to 37.2

SubstantialAbove 7%Above 37.2

The identified climate-related risks and opportunities are

not expected to result in an adjustment with impact of

Moderate or above in 2026 to the carrying amount of assets

and liabilities as at 31 December 2025 as reported in the

Group’s Consolidated Financial Statements.

Certain estimates of anticipated impacts on the Group’s

financial position, financial performance and cash flows

involve a high degree of uncertainty, particularly over

the medium to long term, especially where outcomes

are heavily

influenced by factors such as future policy

developments, technology developments and patterns

of severe weather events. Where this uncertainty limits

the

reliability or usefulness of quantitative disclosures,

the Group provides qualitative explanations of the

anticipated


impacts.

1. The Underlying EBITDA has been derived from the statutory financial information by excluding the impact of the TSRC novation. Refer to Section 3 of the Operating and

Financial Review on page 55.

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VENTIA ANNUAL REPORT 2025

CONTENTS

3.2.1 Climate-related risks
Disruption risk from acute and chronic climate events (Physical Risk)

Description

The Group operates and maintains assets that are vulnerable to disruption, including roads,

communications networks and facilities, across Australia and New Zealand. More frequent and severe

climate events such as storms, heat stress, bushfires and droughts may limit access to sites and create

conditions unsuitable for employees and subcontractors to deliver services, resulting in lost revenue

and

increased operating costs.

Financial impactCurrent impact

The aggregate impact on the Group’s EBITDA, cash flow and net assets from acute and chronic weather

disruption in 2025 was Minor, mainly due to delays caused by severe weather events like Cyclone Alfred in

March 2025.

Anticipated impact under the Base Case scenario

Short term (2026–2028)

The Group has not historically suffered material impacts on its financial position, financial performance

and cash flows as a result of acute and chronic weather events. Over the short term, it expects the

frequency of manageable disruptions, including heatwaves and heavy rain, to increase gradually. The risk

to the Group remains stable within the terms of existing commercial arrangements across the majority of

its portfolio, which are contracts with Schedule of Rates or Cost Reimbursable profiles.

Based on the above, the Group anticipates Minor impact annually on EBITDA, cash flow and net assets

over the short term.

Medium term (2028–2035)

By the mid-2030s, both Australia’s National Climate Risk Assessment and New Zealand’s National Climate

Change Risk Assessment anticipate more frequent extreme weather events in Australia and New Zealand.

As such conditions become normalised, there is a potential for risk transfer from asset owners to service

providers, which the Group will consider as part of contract negotiations. In addition, climate hazards

pose a challenge to the Group’s ability to operate safely.

The Group anticipates a Minor impact annually on EBITDA, cash flow and net assets over the medium term.

Long term (2035–2050)

The Group expects a significant increase in frequency and severity of extreme weather events across

Australia and New Zealand in the long term. According to the Australian Climate Service, the number of

severe or extreme heatwave days is expected to increase by five days per annum by 2050

1

, increasing

stress on infrastructure. The Group anticipates potential financial impacts may increase further, but is

unable to quantify its exposure or provide a useful range due to significant uncertainty in commercial

terms (for example, the Group’s entitlement to cost and time relief due to extreme weather becoming

normalised). While weather events increase the demand for maintenance and repair work, they challenge

service delivery and increase operating costs if not proactively managed.

Sensitivity to

climate scenarios

Under the Fast Action (1.5°C) scenario, the frequency and severity of extreme weather events are

expected to be lower in the short to medium term. The Group's operational disruptions are expected

to

remain intermittent and manageable.

Under the Hotter World scenario (>4°C), increasing frequency and severity of natural disasters over the

medium to long term may impact productivity. Safety risks and the health and wellbeing of employees

and subcontractors need to be addressed, particularly where the Group’s climate exposure cannot

be avoided.

Effects on business

model, value

chain, strategy and

decision-making

As an essential services provider, the Group is expected to deliver reliably under adverse conditions,

including from those linked to acute and chronic climate events. Therefore, consideration of climate

resilience in decision-making remains essential to achieving the Group’s strategic goal of operational

excellence, delivery of services to our customers and ultimate ability for the Group to generate

appropriate


returns.

1. https://www.acs.gov.au/pages/hazard-insights

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Disruption risk from acute and chronic climate events (Physical Risk)
Current and

anticipated

adaptation and

mitigation efforts

Commercial arrangements: The Group intends to maintain a disciplined contracting approach to limit

its financial exposure to climate-related events.

Customer engagement: The Group routinely works with customers on emergency planning and risk

mitigation, aiming to incorporate climate resilience into its services to address needs related to extreme

weather events where appropriate.

Enhance weather planning and early warning: The Group is improving operational planning to consider

changing weather patterns. For example, in collaboration with its customers, the Group has used climate

data to schedule works outside peak bushfire seasons or to relocate equipment ahead of forecasted

floods where possible. Warning systems and site-specific weather triggers will help protect people and

assets pre-emptively.

Supply chain readiness: The Group will continue to engage proactively with its subcontractor partners

to enable ongoing availability of resourcing, including during disaster recovery periods. (Refer to Supply

chain disruption risk below).

Business continuity and safety management: The Group is reviewing its work locations and

infrastructure to identify potential mitigation measures for longer-term physical vulnerabilities. Through

its safety management systems and processes, it aims to continue monitoring the safety and wellbeing of

employees, especially during severe events, and to continually assess and implement measures to reduce

risks arising from climate-related hazards such as heat stress in high-risk geographies.

Transitioning in step with climate policies and market expectations (Transition Risk)

Description

As the economy transitions to net zero emissions, the Group will need to adapt to evolving climate policy

and market expectations. This risk considers the potential business impact if the Group fails to adapt to

these external changes. For example, increasing climate policies and regulations could reduce activity in

carbon-intensive sectors and facilities where the Group has a presence.

Similarly, some of the Group’s customers require their service providers to have strong climate

credentials. The Group may not win new contracts or retain customers if it does not meet rising

sustainability standards.

Financial impactCurrent impact

The Group provides a range of services for customers in fossil-fuel-related industries, including energy

producers and utilities that extract, process, generate, and retail energy derived from coal, oil, and

natural gas. While the volume of work may naturally fluctuate over the contract terms, the Group has

not identified any current impact greater than Negligible on the Group’s EBITDA, cash flow and net assets

caused by climate transition risk in FY25.

Anticipated impact under the Base Case scenario

Short term (2026–2028)

The Group has not historically suffered material impacts to its financial position, financial performance

and cash flow as a result of climate policy, regulation or climate-related customer requirements, given

its diversified customer base and industries. In the short term, it expects Australia and New Zealand to

tighten climate policies, for example; procurement rules on emissions limits and facility limits through

the Safeguard Mechanism

1

, while also recognising the International Energy Agency (IEA) gas analysis and

forecast 2025

2

anticipates global gas to remain part of the energy mix, with global gas demand growth of

9% by 2030, largely driven by Australian export markets in Asia.

The Group’s climate transition plan has been prepared to be in step with expected climate policy and

customer requirements, and therefore the Group does not expect significant short-term regulatory

changes to have the potential to materially impact its business activities.

Based on the above, the Group anticipates the impact annually on the Group’s EBITDA, cash flow and net

assets to be Negligible over the short term.

1. The Safeguard Mechanism is the Australian Government’s policy for reducing emissions at Australia’s largest industrial facilities and currently applies to industrial

facilities emitting more than 100,000 tonnes of carbon dioxide equivalent (CO

2

-e) per year.

2.

h

ttps://www.iea.org/reports/gas-2025

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Transitioning in step with climate policies and market expectations (Transition Risk)
Financial impact

Medium term (2028–2035)

The Group anticipates that by the early 2030s, cumulative policy actions, such as Australia and New

Zealand’s emissions targets, may lead to aggressive emissions targets for public infrastructure and

increased climate-related contractual obligations, which could start to reshape some markets. The Group

may see components of our portfolio contract, including the fossil fuel-related services that are affected.

As a result, the Group anticipates the impact annually on the Group’s EBITDA, cash flow and net assets to

be Minor over the medium term.

The Group’s strategy includes growth in markets that are expected to expand during the transition, such

as renewables, energy infrastructure, and environmental services, which present an opportunity (refer to

Section 3.2.2).

Long term (2035–2050)

By 2050, the transition risk is expected to increase as Australia and New Zealand work towards net zero

emissions. If achieved, certain traditional industries serviced by the Group will largely be phased out, such

as fossil-fuel-related services. While the Group is unable to quantify the impact of this risk on its EBITDA,

cash flow and net assets to a useful range due to significant uncertainty, fossil-fuel-related services

represent 8% of the Group’s FY25 Underlying EBITDA, and the contribution is not anticipated to increase

given the growth in other service offerings such as energy and renewables services.

The Group aims to mitigate the potential impacts of the risk through its transition planning, including

the intention to participate in the government led transition plans to net zero in the Australian

1

and

New Zealand

2

economies. While the landscape in 2040–2050 will be different, the Group aims to realise

opportunities in essential services for new infrastructure (such as renewable electricity generation

projects, hydrogen facilities and environmental services in support of decommissioning of legacy fossil

fuel facilities).

Sensitivity to

climate scenarios

Under the Fast Action (1.5°C) scenario, there could be abrupt changes in policy and market preferences

by the 2030s. For example, this could result in faster declines in carbon-intensive sectors and facilities

or aggressive emission reduction requirements from our customers. Under this scenario, there are

opportunities, including investment in transition infrastructure, which the Group can leverage. Overall,

under this scenario, the Group views transition risk as balanced by transition opportunity.

Under the Hotter World scenario (>4°C), by the 2030s, the Group may face less urgency to transition away

from carbon-intensive sectors and facilities work with slower rollout of customer transition requirements,

reducing the risk of diminishing work volume in this sector. However, this scenario may subsequently lead

to a disorderly transition, one that is sudden and uncoordinated. This could manifest as more reactive

market shifts in the 2040 timeframe; for example, rapid loss of social licence for certain projects, or

expensive carbon tariffs.

Effects on business

model, value

chain, strategy and

decision-making

The Group’s strategy sets out its growth ambitions, with a focus on sectors and services expected to

remain resilient and essential in a lower-carbon, climate-changed future, such as energy networks and

renewables. In maintaining alignment with increasing customer requirements, the Group’s climate

transition plan incorporates science-based targets validated by the Science Based Targets initiative

(SBTi)

3

for emissions reduction by 2030.

Climate-related risk and opportunity considerations have been incorporated into the Group’s strategic

activity filter. This means when the Group is pursuing new initiatives, it is informed of the alignment with

long

-t

erm sustainability goals and the risk of future climate-related changes.

1. https://www.dcceew.gov.au/climate-change/emissions-reduction/net-zero#toc_1

2. https://environment.govt.nz/publications/new-zealands-second-emissions-reduction-plan/

3.

The Science Based Targets initiative (SBTi) is a voluntar y corporate climate initiative that delivers target validation ser vices. SBTi checks that businesses’ emissions-

reduction targets are aligned with the most recent criteria and standards developed by the SBTi. This process is called ‘validation’.

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Transitioning in step with climate policies and market expectations (Transition Risk)
Current and

anticipated

adaptation and

mitigation efforts

Alignment with climate policy trajectories: The Group actively monitors government policy

developments, industry roadmaps (for example, the International Energy Agency scenarios and national

energy market forecasts), and its key customers’ climate strategies. Potential policy changes are treated

as a strategic factor in deciding which markets to focus on.

Decarbonising operations: The Group has a climate transition plan that outlines its emission reduction

plan and alignment with climate policy. Executing the transition plan to reduce the Group’s direct

and indirect emissions helps to mitigate risk by enabling compliance with emerging regulations and

demonstrating alignment with customers’ climate goals.

Maintain a diversified portfolio: The Group operates across various industries, which reduces reliance

on any single segment that could be adversely affected by transition risks.

Supply chain disruption (Physical and Transition Risk)

Description

Climate change can affect the Group’s supply chain and input costs in two major ways:

(1)

Physical disruptions – extreme weather events, including floods, cyclones and bushfires, damage

supplier facilities or transport routes, causing labour shortages or delays in material shipment

(2)

Transition impacts – policies like emission targets, or market shifts such as increased demand for

lower-carbon materials, may drive up the prices of certain goods and services, such as fuel, cement

and steel.

Financial impactCurrent impact

The impact on the Group’s EBITDA, cash flow and net assets from climate-related supply chain disruption

in 2025 was Negligible. The Group directly procures limited quantities of carbon-intensive products

(such as cement, steel and aluminium) and typically manages price increases and delays through

commercial

arrangements.

Anticipated impact under the Base Case scenario

Short term (2026–2028)

The Group has not historically suffered material impacts to its financial position, financial performance

and cash flow from supply chain disruptions. The Group anticipates this trend will continue over the short

term and expects a Negligible impact on its EBITDA, cash flow and net assets annually, given continuing

commercial arrangements and stable climate policy in both Australia and New Zealand.

Medium term (2028–2035)

The Group anticipates supply chain risk to increase slightly as climate policies may impact the

availability of some carbon-intensive products such as cement, steel and bitumen, with the potential

for customers to increase supply chain management responsibilities under commercial terms. There

may be more frequent disruptions to global supply networks – for example, multiple extreme events

in a year affecting

domestic production of construction materials or causing global logistical delays

in

international shipping and port operations.

The Group anticipates Negligible impact annually on its EBITDA, cash flow and net assets over the

medium term, as the Group is a services business with less reliance on the procurement of major

products and materials.

Long term (2035–2050)

By 2050, climate change could significantly reshape supply chains with the expected reduction of

carbon-i

ntensive supply chains. Legacy assets become more challenging to maintain without substitution

for lower-carbon alternatives, which are increasingly exposed to high global demand and price increases.

The increasing frequency of global natural disasters could cause more persistent supply interruptions.

The Group is unable to quantify its exposure or the likely long-term financial impacts to a useful range

due

to uncertainties in the supply chain and future contract terms.

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Supply chain disruption (Physical and Transition Risk)
Sensitivity to

climate scenarios

Under the Fast Action (1.5°C) scenario, the physical risk to supply chains is less acute with fewer

catastrophic events, but the transition risk component is more pronounced. Suppliers would be subject

to stricter climate regulations and likely pass some costs onto buyers. However, the Group’s material

procurement contributed to 8% of its total expense in 2025 (refer to Note 2.3 to the Consolidated Financial

Statements), and its inventory balance was 1.5% of its total assets at 31 December 2025, thereby reducing

its exposure to transition-related impacts in its supply chain.

Under the Hotter World scenario (>4°C), physical disruptions are expected to significantly impact the local

subcontractor base and the global supply chain, as transport routes are disrupted, particularly at global

shipping ports and regional roads. Over time, repeated disruptions could increase base commodity

prices

and volatility premiums, raising the costs for the Group to fulfil its contract obligations.

Effects on business

model, value

chain, strategy and

decision-making

Supply chain resilience is integral to the Group’s ability to deliver on its strategy and contracts.

To facilitate this resilience, the Group has a central supply chain team that focuses on standardising

procurement, leveraging scale, and embedding risk considerations, including climate-related

risks. The

Group will continue to manage this risk as part of our support for customers and to

avoid

unexpected costs.

Current and

anticipated

adaptation and

mitigation efforts

Diversify and localise our supplier base: The Group aims to reduce geographic concentration risk by

procuring from and where possible partnering with national service providers that are geographically

diversified, thereby improving equipment availability. For example, in 2025, the Group executed

a multiyear strategic partnership with Coates, allowing it to access emergency equipment hire

across

Australia.

Contractual indexing and pass-through mechanisms: The Group has sought to negotiate commercial

arrangements to reduce its exposure to supply chain disruption. For example, road surfacing contracts

are typically indexed to bitumen price indices, reducing the Group’s exposure to supply chain

price

fluctuations.

Innovate with alternative materials: The Group works with suppliers to implement lower-carbon

alternative materials, such as high-recycled-content asphalt mixes.

Supplier engagement on resilience: Engaging a subset of suppliers to support resilience may include

considering their business continuity plans. Supplier forums can be utilised to identify, communicate,

assess and collaborate to mitigate supplier-borne climate-related risks and opportunities that may have

an material impact the Group.

3.2.2 Climate-related opportunities

Supporting energy transition build-out, operations and maintenance

Description

The shift toward renewable energy and electrification in Australia and New Zealand brings new

opportunities to support clients in the energy transition, including upgrades to electricity transmission

networks, renewable generation infrastructure and the integration of new technologies.

The Group’s asset management, operation and maintenance services are well-positioned to support

energy transition-related infrastructure investments across Australia and New Zealand, leveraging

existing long

-standing infrastructure partnerships and operating expertise within both countries.

Financial impactCurrent impact

In 2025, the Group expanded its work on energy transition projects, including supporting grid

transmission and distribution works for solar generation, resulting in a Moderate EBITDA growth from

these energy and renewables services reported under the Infrastructure Services operating segment.

On 1 July 2025, the Group acquired PowerNet Holding Company Pty Ltd

1

(PowerNet), an electrical services

business specialising in the design, build and installation of substations and complex high-voltage

electrical projects. The cash consideration, net of cash acquired, was $18.8 million. The acquisition

resulted in recognition of goodwill of $11.6 million and intangible assets of $8.1 million. This acquisition

enables the Group to expand its capabilities in high

-voltage and substation services, supporting growth

in

transmission, distribution and renewable infrastructure projects.

1. Refer to Note 5.1 to the Consolidated Financial Statements on page 153 for further details of PowerNet acquisition.

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Supporting energy transition build-out, operations and maintenance
Financial impactAnticipated impact under the Base Case scenario

Short term (2026–2028)

The Group anticipates steady revenue growth from energy transition services, including the renewable

build-out required to meet the Australian 82% National Electricity Market renewable target by 2030.

Meeting this target will require a significant uplift in the pace of transmission and distribution rollouts

across the Australian economy, with acceleration needed across solar, wind and storage. Oxford

Economics Australia estimates the addressable market for transmission and distribution maintenance

is forecast to grow at 4.9% CAGR FY25–FY29, with the addressable electrical generation maintenance

market expected to grow by 11.3% between FY25 and FY29. The Group expects annual growth in EBITDA

from energy and renewables services to be at least in line with the addressable markets over the short

term. Based on this trajectory, the annual impact on the Group’s EBITDA, net assets and cash flow is

expected to be Minor.

Medium term (2028–2035)

Under the backdrop of anticipated stable climate policy and the Australian and New Zealand emissions

reduction targets, investment in lower-carbon energy infrastructure is expected to scale up significantly

in this period. The Group anticipates an uplift in opportunities; for example, large-scale transmission line

upgrades and new energy asset maintenance contracts could drive revenue growth by the early 2030s.

The Group expects annual EBITDA growth in these energy and renewables services in line with the 2035

Australian emissions reduction target and the associated energy and renewable demand. Based on this

trajectory, the annual impact on the Group’s EBITDA, net assets and cash flow is expected to be Minor.

Long term (2035–2050)

As Australia and New Zealand approach their 2050 net zero goals, the Group expects sustained

demand for services in renewable energy, energy storage, hydrogen, and network resilience. While

the energy transition could become a major growth driver for the Group’s EBITDA, cash flows and

net assets, the Group was unable to quantify financial impacts due to uncertainty of contract values

and delivery model over the long term, in addition to uncertainties in long-term government policy

and evolving technological developments such as changing battery chemistry and the pace of data

centre

development.

Sensitivity to

climate scenarios

Under the Fast Action (1.5°C) scenario, government and industry actions on climate change are ambitious.

The Group anticipates that the accelerated rollout of renewables would strengthen the Group’s energy

transition opportunities in the medium term.

Under the Hotter World (>4°C) scenario, the build-out of renewable infrastructure could be delayed,

softening medium-term opportunities. Physical climate stresses, such as extreme heat in this scenario,

may eventually force reactive investments in energy systems (grid reinforcing, backup generation) which

the Group could support.

Effects on business

model, value

chain, strategy and

decision-making

The Group’s corporate strategy identifies energy and renewables services as a core growth pillar. As part

of its 2025–2030 growth ambition, the Group is investing in delivery capacity through targeted hiring,

partnerships and capital allocation. This includes building skills in transmission and distributed energy

and expanding business development capability.

Current and

anticipated

adaptation and

mitigation efforts

Invest in capabilities for new energy markets: Continue to build in-house expertise in high-growth

areas like power transmission, distributed energy and renewable asset maintenance.

Expand service offerings: Increase capability to support customers in planning and executing end-to-

end transition projects. Leverage the Group’s cross-organisational enterprise expertise across defence,

telecommunications and electricity network operation and maintenance and renewables to support

cost-effective opportunities for our customers.

Supporting our customers in decarbonisation, climate adaptation and response to extreme weather events

Description

The Group’s customers are facing several climate change challenges, from decarbonising their operations

to adapting their infrastructure to more extreme weather. The demand for recovery work following an

extreme weather event is higher as these events become more frequent. Australia’s National Climate

Risk Assessment underpins the need for infrastructure adaptation measures to mitigate increasing

climate risks. This presents an opportunity for the Group to support our customers with our offering

in


maintenance services and minor capital work.

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Supporting our customers in decarbonisation, climate adaptation and response to extreme weather events
Financial impactCurrent Impact

In 2025, the Group performed recovery work in response to weather events for clients across all sectors.

Examples include repair of networks and roads, and restoration of power and communication.

The Group realised a Minor improvement of the Group’s EBITDA, cash flow and net assets from additional

climate-related adaptation and disaster response work.

Anticipated impact under the Base Case scenario

Short term (2026–2028)

Customers, especially governments and utilities, are expected to increase investment in proactive

resilience, which presents an opportunity for the Group to secure further revenue associated with

hardening critical infrastructure, developing emergency response plans, sustainability consulting and

reactive recovery work. Over the short term, the Group continues to expect Minor impacts on EBITDA,

cash

flow, and net assets from these works.

Medium term (2028–2035)

It is anticipated that climate adaptation needs are likely to intensify. Customers may undertake larger

retrofit and upgrade programs. The Group anticipates revenue growth from both proactive adaptation

services (for example, resurfacing transport networks with flood-resilient pavement materials and

relocating at-risk infrastructure) and reactive recovery services. Over the medium term, the Group

continues to expect Minor EBITDA, cash flow and net assets impact from these works.

Long term (2035–2050)

The long-term outlook carries significant uncertainty but generally signals expanding opportunity.

For example, in Australia, the Australian Climate Service (ACS) 3 degree scenario projects that by 2050,

maximum daily rainfall run-off will vary substantially from current conditions, and the number of severe

or

extreme heat days is expected to increase by 14 from current levels

1

.

While the expected increase in frequency and severity of extreme weather events could be a major growth

driver for the Group’s EBITDA, cash flows and net assets, the Group was unable to quantify financial

impacts due to uncertainty regarding the timing, frequency and severity of such events, and the potential

change in commercial models on recovery services over the long term.

Sensitivity to

climate scenarios

Under the Fast Action (1.5°C) scenario, customers are likely to undertake additional preventive measures

and decarbonisation projects in the short to medium term to meet policy requirements and stakeholder

expectations, which is expected to generate Minor to Moderate growth in the Group’s EBITDA. Disaster

recovery revenue is expected to increase towards 2050 as maximum daily runoffs (and related flood events)

are projected by ACS 1.5 degree scenario to vary between -39% to +47% from current levels.

Under the Hotter World scenario (>4°C), services for extreme weather event response and adaptation

become even more critical. While the ACS has not quantified a 4 degree scenario, extrapolation from the

trends in maximum daily run offs and severe/extreme heat days towards 2050 indicate worsening physical

outcomes. With higher demand for disaster recovery in the long term, assuming commercial mechanisms

remain unchanged the Group anticipates a higher growth in revenue associated with these works

compared to the Base Case. At the same time, customers may delay climate transition projects, so the

Group’s climate-related revenue mix would shift more toward adaptation and recovery.

Effects on business

model, value

chain, strategy and

decision-making

As an essential service provider, helping customers transition and adapt to climate change is central to

growing the Group’s core service offerings. This opportunity aligns with the Group’s strategy to deepen

customer relationships by expanding the value-added services it provides.

Current and

anticipated

adaptation and

mitigation efforts

Collaborate closely with our customers: Proactively engage with customers to identify, propose and

offer solutions to facilitate resilience to the impact of climate change and the transition to a lower-carbon

economy, by leveraging our understanding of customers’ needs and long-term relationships.

Leverage Ventia’s Operations Centre (VOC) for emergencies: VOC is a 24/7 Operations Centre that

coordinates its field teams. The VOC’s capabilities have been enhanced to mobilise rapid responses to

climate-related emergencies (such as floods, heatwaves and bushfires) across different service lines (for

example, telecommunications technicians, road crews and electrical specialists) under a unified command

to support customers and communities.

1. https://www.acs.gov.au/pages/hazard-insights

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3.3 Climate resilience
The Group has assessed the resilience of its strategy and

business model to climate change, taking into consideration

identified climate-related risks and opportunities under

different climate scenarios. The Group’s quantitative scenario

analysis indicates both positive and negative impacts under

Fast Action and Hotter World. In assessing resilience, the

Group assessed climate scenarios using existing 2025-2029

strategy and forecasting models, informed by internal

and external market insights. The Group determined that

detailed quantitative forecasting data beyond 2029 was not

sufficiently accurate to reliably inform its resilience position.

As a result, the Group’s quantitative scenario analysis has

been limited to 2026–2029. Beyond 2029, the Group has

considered anticipated qualitative impacts associated with

transition and

physical components within its scenarios,

and climate-related risks and opportunities, including

potential implications to its corporate strategy.

Based on the Group’s assessment, the following service

offerings reported under the Infrastructure Services

operating segment (refer to Note 2.3 to the Consolidated

Financial Statements) are most affected by the

identified climate-related risks and opportunities over

2026

-2030, specifically: transitioning in step with climate

policies and market expectations (Transition Risk); and

supporting energy transition build-out, operations and

maintenance

(Opportunity).

Services Scope

2025 revenue

($million)

Energy and

renewables

services

Operation, maintenance, and

build-out of energy networks

and renewable assets

3 87.4

Fossil fuel-

related

services

Operation and maintenance,

drilling and well servicing

for customers in fossil-fuel-

related industries, including

energy producers and

utilities that extract, process,

generate, and retail energy

derived from coal, oil, and

natural gas

321.5

In 2025, energy and renewables services contributed

$387.4 million or 6% of the Group’s revenue as compared

to the contribution from fossil fuel-related services of

$321.5 million or 5%. Under the Base Case, in the short to

medium term, Oxford Economics Australia anticipates the

addressable market for energy and renewables services will

grow to $18.22 billion by 2029, and for fossil fuels, resources

and industrial-related services to $12.19 billion (refer to

Section 3.2.2 for further addressable market insight). Under

the Fast Action scenario, the Group anticipates that the

growth of its energy and renewables services will outweigh

the potential revenue reduction in fossil-fuel-related services,

as it does not anticipate demand to substantially reduce prior

to 2029, providing an overall positive net financial impact.

Under the Hotter World scenario, the Group anticipates a

delay in transition to renewables, which would result in stable

performance of fossil-fuel-related services, and tempered

growth in energy and renewable services due to long-term

demand for transmission and distribution.

The Group has determined its exposure to potential climate-

related physical impacts, specifically: disruption risk from

acute and chronic climate events (Physical Risk); and supply

chain disruption (Physical and Transition Risk), to be not

material, as the Group has sought to minimise its exposure

to physical risks through contractual provisions, such as the

performance of disaster recovery work under negotiated

contract variations and entitlement to time and cost relief

during force majeure extreme weather events. Consequently,

the Group anticipates the residual impact will be offset

through disaster recovery work across Australia and New

Zealand. Additionally, the Group maintains limited physical

exposure to assets as only 2% of its total assets are assessed

to be vulnerable to physical climate risks (refer to Section 5.2).

Overall, the Group anticipates its business will remain resilient

to climate-related risks and opportunities over 2026–2029,

given its industry diversification and its provision of proactive

and reactive climate-related services. In addition, the Group’s

business model and strategy are considered adaptable across

assessed scenarios, supported by balance sheet strength and

$400 million of undrawn facilities as at 31 December 2025.

The Group’s resilience assessment was performed based on

underlying assumptions of each climate scenario (set out in

Section 3.1). While the outcomes of the assessment reflect

current understanding it is acknowledged that there could be

unknown risks and uncertainties that could cause outcomes

to differ.

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3.4 Climate transition plan
The Group aims to support business growth and resilience through decarbonisation of its operations. The Group’s climate

transition plan establishes an approach for it to achieve its goals and targets, incorporating emissions reduction targets aligned

with climate science as validated by the SBTi in 2024. The Group’s 2030 SBTi emissions reduction target is informed by the 1.5°C

goal of the Paris Agreement, and the Group’s net zero ambition is informed by the less than 2°C goal of the Paris Agreement.

The

Group’s climate transition plan distinguishes between targets that are supported by specific planned actions and ambitions

that represent defined goals requiring additional planning and evaluation of implementation measures.

The climate transition plan focuses efforts on two key pillars – building resilience within the Group’s core business and its ambition

for decarbonisation of its own operations.

Building resilience within the core business

The focus of our plan What we are doingStatus

Expand capability and work

in energy and renewables as

a core growth pillar as part

of the Group’s 2025–2029

strategy. In support of this

growth ambition, invest in

building skills and capacity

in these areas, including

allocating resources and

capital

expenditure.

The Group acquired PowerNet on 1 July 2025, supporting strategic positioning and

regional capabilities in Southeast Australia.

In 2025, revenue from energy and renewables services was $387.4 million, up 32% on 2024.

The Group has plans to develop a Strategic Capability Plan for Energy (including

Renewables) in 2026. The Strategic Capability Plan to be implemented between 2026–

2028 will outline the people, skills, structures and enabling systems required to support

sustainable growth in these areas, assisting to align workforce capability with future

market opportunities, operational needs and the Group’s long-term strategy.

Maintain a diversified portfolio.

The Group operates across

various industries and

geographies in Australia and

New Zealand, reducing reliance

on any single segment that

could be adversely affected

by

transition risks.

The Group’s strategy focuses on improving and growing its core business, while

exploring close-to-core opportunities that align with its strengths and risk appetite.

Opportunities have been identified to evolve its enterprise-wide platform and build

further momentum through cross-sell advantages. The size of the Group’s addressable

market, supported by strong industry tailwinds in energy and renewables, reinforces

its ambition to grow its core business. The strategy identifies opportunities across all

existing sectors, with no anticipated increase in exposure to transition risk-concentrated

segments. The Group seeks to maintain a diversified portfolio that is well-balanced

across geographies and industries in Australia and New Zealand.

Key

In progress

StartingStable

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Building resilience within the core business
The focus of our plan What we are doingStatus

Embed climate considerations

in business processes and tools

to support management of

climate risks and opportunities

and enable delivery of

emissions reduction plans.

A Strategic Activity Filter for business decisions was introduced in September 2025

with

integrated climate risk and opportunity considerations. The Strategic Activity Filter

can be used by Management when the Group is pursuing a new initiatives. It is used to

inform alignment of sustainability goals and the risk of future climate-related changes.

In 2025, the Group became a partner of the Supply Chain Sustainability School in

Australia, ahead of the relaunch of the platform in February 2026. The School will

provide learning materials on sustainability topics, including energy, carbon and

climate

adaptation.

Ambition for decarbonisation in our operations

The focus of our plan

1

What we are doingStatus

By 2030, achieve a 42% absolute

gross emission reduction target

for Scope 1 and Scope 2 GHG

emissions (market-based) from

a 2021 base year.

On track to achieve target – 22.4% reduction achieved to date.

Emissions pathway will be delivered through initiatives across fleet, corporate

properties and operations, with measured progress delivered in 2025 (see below).

By 2030, ambition to achieve a

51% reduction in Scope 3 GHG

emissions intensity (GEVA)

2


from Purchased Goods and

Services from a 2021 base year.

Tracking behind, with Scope 3 emissions increasing from 2021 to 2025 due to the spend-

based measurement method correlating to the Group’s revenue growth. Improvements

to Scope 3 inventory data were implemented in 2025, including enhanced visibility of

material emissions within the Group’s supply chain, a review and update of emissions

factors and spend classifications.

An indicative Scope 3 emissions reduction pathway was mapped, incorporating focused

initiatives and improved measurement to support progress toward the 2030 goal. The

goal was retained; however, significant additional work is required, and there remains a

risk that it may not be achieved in the preferred time horizon.

By 2050, ambition to achieve

a 90% absolute gross GHG

emissions reduction and net

zero emissions for Scope 1, 2

and 3 GHG emissions.

The Group’s ambition to achieve net zero is supported by its plan to achieve reductions

in Scope 1, 2 and 3 emissions by 2030.

The energy transition is anticipated to provide a potential lever to decarbonise the

services sector, alongside industry targets and facility emissions limits aligned with

Australia’s 2035 emissions target.

3

More robust planning is required to define the Group’s

net zero pathway.

Key

In progress

StartingStable

1. Refer to Section 5.3 for further details on the Group’s Scope 1 and 2 metrics, target and goals.

2. Details on calculation and measurement of Scope 3 intensity (GEVA) are set out in Section 5.1.

3.

These levers are informed by the Australian Sector Emissions Reduction Plans together with National Vehicle Emissions Standards and other government policy measures.

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Scope 1 and 2 emissions reduction plans
Key enablers of the Group’s plans to decarbonise its operations are the identified initiatives to reduce direct emissions sources

(Scope 1) and indirect purchased energy (Scope 2).

In 2025, the Group achieved a reduction of its Scope 1 and 2 emissions (market-based) of 11,306 tCO

2

-e or 22.4% from its 2021

baseline of 50,531 tCO

2

-e. Scope 1 emissions represent over 93% of the Group’s combined Scope 1 and 2 emissions.

The Group’s actions in reducing its Scope 1 and 2 emissions include:

Scope 1 and 2 emissions

Emissions

Source

Progress 2021–2025

(Baseline Year: 2021)

Planned 2026–2030

(Target Year)

Potential 2030–2050

(Net


Zero Ambition Year)

Mobile Plant

and Equipment

(combusted fuel

in our transport

vehicles,

excluding

aviation fuel)

Reduced emissions by 11,255 tCO

2

-e or 29%

• retired 1,278 aged light vehicles

1

• 13.0% EV or hybrid light vehicles

•

i

mplemented efficiencies through idling

reduction and driver behavioural training

•

commenced installation of EV charging

infrastructure at select office and depot

locations

Near-term emissions reduction plan:

• retire a further 100–500 vehicles

•

m

odernise fleet to achieve fit-for-

purpose, low emissions vehicle mix

by

2030

•

p

ilot low emissions technologies

Net zero levers:

•

l

ower emissions fleet

through technologies,

including electric and

alternative fuels

•


t

ransition heavy vehicles

and equipment to an

alternative energy source

•

residual emissions offset

Stationar y Plant

(combusted fuels

in stationar y

generators and

other stationar y

infrastructure or

facilities)

Increased emissions by 3,810 tCO

2

-e or 86%

due to increasing business activity

•

generator emissions reductions, such as

adoption of Tier 4 generator emissions

standards and renewably powered batter y

energy storage solutions

•

introduction of hybrid generators and

equipment into operations

Near-term emissions reduction plan:

•


s

trategic partnership with suppliers

to deliver low-carbon equipment

replacement options

•


p

ilot introduction of hydrotreated

vegetable oil diesel alternative

•

electrification of property and facilities

Net zero levers:

• lower-carbon fuel sources

•


g

rid interconnection

where practical

•

residual emissions offset

Purchased

Energy (e.g.

purchased

electricity)

Reduced emissions by 3,758 tCO

2

-e or 59%

•

o

n-site solar consumption of 891,787kWh

since 2021

•

3

1.2% renewable electricity in 2025 from

on-site solar consumption and purchased

renewable electricity

2

• e nergy efficiency improvements in

some facilities

Near-term emissions reduction plan:

• reduce energy consumption across offices

and depots, including through improved

efficiency standards in new leases

•

remaining electricity to be 100%

renewable by 2030 through on-site solar

generation and Greenpower procurement

Net zero levers:

•

100% renewable

electricity, through

the use of on-site

solar generation and

Greenpower procurement

1. Aged vehicles are defined as vehicles greater than 5 years older than their manufacturing year. The total number of light vehicles in the Group’s light vehicle fleet has

increased from 3,748 as at 31 December 2021 to 3,976 as at 31 December 2025.

2. Purchased renewable electricity is made up of accredited Greenpower and LGCs surrendered by lessors at the Group’s leased facilities.

3. 2030 and 2050 values and outcomes are estimates based on planned activities and based on current knowledge and subject to assumptions and contingencies detailed

below in Assumptions and Dependencies.

Notes: Based on current progress and assuming the increasing availability of lower-carbon technologies, the Group expects to

remain on track to achieve its 2030 Scope 1 and 2 target.

Indicative Path to Net Zero – Scope 1 and 2

0

10,000

20,000

30,000

40,000

50,000

60,000

2050203020252024202320222021

tCO

2

-e

Towards 42% absolute

gross reduction from

a 2021 baseline

Towards 90%

absolute gross

reduction from a

2021 baseline

+ Residual

Offset

39,729

4,441

6,361

30,055

8,885

5,153

30,690

10,094

4,104

29,942

6,310

3,520

28,371

8,251

2,603

24,888

Scope 1 Transportation fuels (incl. aviation fuel)

Scope 1 (Stationary fuels)

Scope 2 (Electricity, market-based)Offsetting residual

4,420

33

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Scope 3 GHG emissions reduction plan
Information on Scope 3 is voluntarily provided and includes estimated GHG emissions using emissions factors that are subject

to inherent uncertainty and may change. Pathways are subject to significant uncertainty and reliance on third parties and

government climate policy. Assumptions and dependencies for Scope 3 are identified below and in Section 5.

The Group’s Scope 3 emissions consist of eight GHG categories (refer to Section 5.1), with Purchased Goods and Services (Category 1)

representing over 80% of its total Scope 1, 2 and 3 inventory for 2025. The Group has set an ambition to achieve a 51% reduction in its

Scope 3 intensity (GEVA) by 2030 (as defined in Section 5.1). To achieve its 2030 ambition, the Group is exploring opportunities with

customers and suppliers for viable initiatives and pathways. The Group’s key focus for Scope 3 includes:

Scope 3 Emissions

Emissions

Source

1

Progress 2021–2025

(Baseline Year: 2021)

Potential 2026–2030Potential 2030–2050

(Net Zero Ambition Year)

Categor y 1:

Purchased

Goods and

Services

(included in

the Scope 3

intensity (GEVA)

reduction

ambition)

•

Scope 3 intensity (GEVA) has reduced

by 9.6% from the 2021 baseline, while

Scope 3 and Categor y 1 Purchased Goods

and Services absolute emissions have

increased by 27.9% and 37.9% respectively

•

sur veyed over 100 suppliers to assess

climate goals and identify opportunities

for collaboration

•


i

ncreasing adoption of alternatives to

carbon-intensive materials, such as

exchanging traditional asphalt mixes

with lower-carbon alternatives through

product selection, pavement design and

engineering

•

improved categorisation and

measurement for spend-based proxies

• implementing lower-carbon

solutions, such as lower-carbon

road pavement solutions

•

Strategic supplier partnerships

to deliver electric and lower-

emissions equipment

•

improved accuracy of supply

chain emissions data through

activity measurement of

business activities, moving

from spend to hybrid carbon

accounting

• engagement with suppliers

for lower-carbon solutions,

including through strategic

supplier partnerships

•

residual emissions offset

Assumptions and dependencies for Scope 1, 2 and 3 pathways

To support the realisation of the Group’s Scope 1, 2 and 3 pathways, the Group has identified the following key assumptions

and dependencies:

• Business changes (Scope 1, 2 and 3) – The Group assumes no changes to its current state of business beyond growth

assumptions (i.e. no mergers and acquisitions, or changes in business).

•

Technology availability (Scope 1, 2 and 3) – The Group assumes the availability of suitable electric or lower-emissions

road-registered vehicles by the end of the decade in line with the Australian New Vehicle Efficiency Standard (NVES)

schedule. Achievement of our 42% Scope 1 and 2 reduction target requires fully electric light commercial vehicles (including

utility vehicles) to become available at scale by 2028. The Group also assumes that the whole-of-life costs of lower-carbon

technologies continue to improve, such that the costs associated with EVs, their maintenance and energy costs are similar

to

or better than those of an internal combustion alternative.

• Government climate policy and action (Scope 1, 2 and 3) – The Group assumes continued government support for climate

change action for Australia and New Zealand to reach net zero emissions by 2050 and any intermediate 2030 and 2035 targets.

The Group has positioned its climate strategy based upon current policymaking and plausible climate scenarios with reliance

on continued government support and investment into cleaner electricity and the renewable energy target; electrification

initiatives, including the rollout of charging infrastructure, and the NVES, which is critical to long-term emissions reductions

for

the Group’s fleet and its value chain. The renewable energy target supports the Group’s decarbonisation pathway to achieve

zero emissions purchased energy (Scope 2) by 2030.

•

C

ollective action across the value chain (Scope 3) – The Group assumes its customers, suppliers and other stakeholders

generally view climate action as a value driver for their business and support the Group’s actions in decarbonising its business.

Where alignment and collaboration opportunities exist, the Group relies on supportive action with its customers to bring about

lower-carbon outcomes. Similarly, reducing Scope 3 emissions requires supportive action from the Group’s suppliers, including

providing data and reducing their own operational emissions. If supplier engagement slows, it could impact our progress

toward our Scope 3 reduction ambition.

1. Refer to Section 5 for further details on Scope 3 metric categories and goals. Purchased Goods and Ser vices are the primar y focus for the Group’s emissions reduction

activities as it is the most material contributor to the Group’s Scope 3 inventor y.

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4. Risk management
The Group is committed to effective risk and opportunity

management at all levels of the organisation as an essential

element of business governance under its Risk Management

Framework. The Group’s enterprise-wide approach embeds

risk management into processes and practices, supporting

strategy execution, operational decision-making and

business

resilience.

The Group’s Risk Management Framework establishes a

consistent methodology for assessing and managing risks

and

opportunities across the Group and promotes the

proactive recognition of external factors and uncertainties

that may affect

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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.