2026 AGM Addresses and Presentation

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


21 May 2026

2026 Annual General Meeting
Ventia Services Group Limited (Ventia) is holding its Annual General Meeting (2026 AGM) today at
10.00am (AEST).
Please find attached:
• Chairman’s address;
• Group Chief Executive Officer’s address; and
• Accompanying presentation slides.
We are relying on technology to facilitate shareholder engagement and participation in the 2026 AGM.
Shareholders can view the 2026 AGM live, ask questions verbally or via a live text facility and cast
votes at the appropriate times while the 2026 AGM is in progress by accessing the online meeting
platform from a computer, tablet or smartphone by visiting https://meetnow.global/MRCGP92
Shareholders will need to enter their SRN/HIN and postcode registered in their shareholding. If you
are an overseas shareholder, please select the country of the registered holding from the drop-down
list. Appointed proxy holders will need to contact Computershare on +61 3 9415 4024 prior to the 2026
AGM to obtain login details.
Detailed instructions on how to join the 2026 AGM are set out in Ventia’s 2026 Online Meeting Guide,
which is available on Ventia’s website at Online-Meeting-Guide-VNT-website.pdf
This announcement was authorised by the 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.

1


Ventia Annual General Meeting
21 May 2026

Chairman’s Address

Good morning,

I’m David Moffatt, Chairman of Ventia Services Group Limited, and I’d like
to welcome you to our Annual General Meeting.

Before we begin, I’d like to respectfully acknowledge the Traditional
Custodians of country. We pay our respects to them, their cultures and to
their Elders past and present.

I speak today from Ventia’s head office in North Sydney, which stands
on the traditional lands of the Cammeraygal people of the Eora Nation.

I also want to take the opportunity to recognise and celebrate the culture
of New Zealand, where our teams respect and engage with local iwi and
communities across the country, every day.

Ventia operates at significant scale, with more than 35,000 people
across over 400 worksites throughout Australia and New Zealand.

Our scale is not only reflected in the size of our workforce, but in the
breadth of critical infrastructure we support every day across defence
and social infrastructure, utilities, telecommunications and transport.

Importantly, more than 40 per cent of our people are based in regional
and rural communities, underscoring the essential role that Ventia plays
in maintaining and operating infrastructure that communities and
economies rely on.

Sustainable growth remains a priority, resulting in one of our strongest
work-winning years since listing in 2021. We reached a record work in
hand of $22.1 billion, including $8.2 billion of work won during the year,
providing a solid foundation for Ventia’s future growth.

2

Before I go onto financial performance, I will speak to CEO succession.
At our full year results, we announced that Dean will step down from his
role in the fourth quarter of this year and will return to the United
Kingdom. Dean is firmly leading the company in the interim while we
search for a successor, and we thank him in advance for his tremendous
leadership since joining Ventia in 2021.

Ventia has become a stronger company under Dean’s leadership, with
meaningful improvements across our operations, strategy and culture.
Dean has guided the company through a period of significant change
with clarity, discipline and integrity.

The Board is deeply appreciative of the commitment and energy Dean
has brought to the role and continues to demonstrate.


The CEO succession process is well progressed and is advancing, if
anything, slightly ahead of the Board’s expectations.


In parallel, your Board is using the succession process as an opportunity
to ensure that its own skills and capabilities remain aligned with the
future needs of our company.

Now on to performance. As these graphs show, we have achieved
consistent financial performance since listing in 2021, reflecting the
consistency and dependability of our business.

Total revenue has increased by 35% since 2021, net profit has grown by
75%, and earnings per share has risen by an impressive 98% over this
period. We have also delivered increasing returns to shareholders, with
our total dividend increasing by more than 45% since listing.

Importantly for investors, this demonstrates our continued ability to
translate operational performance into shareholder value.

Our business operates in an expanding market supported by strong,
long-term tailwinds. According to Oxford Economics Australia, our
addressable market is expected to grow from $86.8 billion in FY25 to
$104.4 billion by FY29, representing compound annual growth of
between 4 and 5 per cent.

This growth is being driven by several structural factors, including
population growth across Australia and New Zealand. Across these

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regions, demand for transport, utilities and social infrastructure outpaces
the capacity for assets to be planned, funded and delivered. Ageing
infrastructure further reinforces the need for specialist operators such as
Ventia.

In addition, geopolitical uncertainty is reshaping infrastructure priorities,
with increased government defence spending supporting long
-term
investment in defence capability and asset management. Ventia, as
Australia’s third largest Defence contractor and the largest Defence
services contractor, will benefit from this thematic.


The energy transition is accelerating investment in electrification,
renewable integration and more resilient energy networks. At the same
time growth in digital infrastructure is increasing demand for services
such as data centres, predictive maintenance and the use of advanced
technologies.


Together, these drivers underpin the long
-term demand and resilience of
the contracting sector, and Ventia is well positioned to capture these
opportunities while continuing to deliver essential services that benefit
our communities.


Ventia is a people business, and we are committed to fostering a fair,
inclusive and respectful workplace.

One area I want to focus on today is the role of people in our supply
chain, which doesn’t often get the limelight.

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 across Australia and New Zealand.

To better understand these relationships, in 2025 we launched our
Supply Partner – Have Your Say survey, inviting approximately 1,700
suppliers and subcontractors across our projects and sectors to
participate.

4

Notably, 83% of respondents agree that we effectively manage risks and
ensure safety in our supply operations, and 86% believe they are likely
to bid on future opportunities with Ventia.

Looking ahead, the feedback and recommendations we have received
from our suppliers will help guide our supply chain strategy and inform
how we collaborate with our supply partners.

Our focus is on continuing to build a local and diverse supply chain that
supports local jobs, enables small and under-represented suppliers to
grow, and helps to build thriving, resilient communities.

The Board remains focused on ensuring Ventia continues to build a
deeply integrated, enterprise
-wide technology ecosystem that supports
our customers, suppliers and stakeholders in an increasingly digital
environment and AI-enabled operating environment.

Ventia runs a single enterprise platform, rather than fragmented
enterprise reporting platforms, which offers genuine scale and security,
and the immense data generated from across our business is
increasingly being put to work.

We are progressing our SAP upgrade, which will enhance the resilience,
scalability, efficiency and security of our enterprise systems. The project
is progressing well, approximately 40% complete and remains on track
for completion by the end of 2026.


We are also advancing the responsible use of Artificial Intelligence.
Ventia uses AI in a practical way to increase productivity and efficiency,
helping our business win and deliver work more effectively from bid to
field service.

It starts before a contract is awarded. We are currently in the
development phase of VenIQ, our AI-powered bid optimisation platform
which analyses our historical performance, our cost base and the
competitive landscape and gives our bid teams a clearer picture of
where to price competitively. This leads to more disciplined bids,
improved win rates and greater margin certainty.

AI also supports our teams in the field. We are in the pilot phase of using
AI Apprentice - a voice and vision-enabled assistant – which gives
workers faster access to the right information, including technical
guidance and compliance requirements, when and where they need it.

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This does not replace experience or judgment, it strengthens it. The
result is safer work, more consistent outcomes and better service for our
customers.


Together, these capabilities help Ventia deliver work more efficiently,
become more competitive and win new contracts across our key growth
sectors.

Looking ahead, we recognise that responsibly implementing AI is not
simply about technology or model capability. It requires the right
operating model, strong governance, trusted data, and appropriate risk
controls. It also requires effective partnerships, wide adoption by our
people, and a clear eye on emerging systemic risks like quantum
computing.


Our aim is to move at pace, while maintaining trust, protecting our
customers and strengthening operational performance.

Now on to Sustainability which remains a core commitment of our Group
strategy. I am pleased to report that we reduced Scope 1 and 2
emissions by 22.4% from our 2021 baseline.

Scope 3 emissions, which are generated by third parties across our
value chain rather than our own operations, remains a challenge for
every organisation. This reinforces the need for continued collaboration
with our customers and suppliers.

In 2025, Ventia analysed Scope 3 emissions across our top 100
suppliers, laying the foundation for collaborative decarbonisation
initiatives in 2026 and beyond.

Our reduction in Scope 1 and 2 emissions was supported by a range of
operational initiatives targeted across the Group, including the continued
electrification of our fleet.

As at the end of 2025, 13% of the Group’s light vehicle fleet was electric
or hybrid, which will increase to 21% from 1 July. At that point, 100% of
our passenger fleet will be electric or hybrid.


This year, Ventia prepared our Sustainability Report in our 2025 Annual
Report as required by the AASB S2 Climate-related Disclosures. As a
calendar year reporter, we were one of the first listed companies to

6

report under this mandatory requirement. This aligns with global best
practice for reporting on climate resilience, risk and opportunities.


This new reporting supports investor expectations for transparent
climate information and provides clear disclosure of Ventia’s climate
governance, including Board oversight, introduction of climate scenario
analysis and climate resilience assessment.

Our climate reporting framework is equally applicable to other systemic
risks that we face as a business such as supply chain disruption, fuel
security and technology disruption.

I am also pleased to confirm that we continued to make progress on our
social sustainability footprint. In 2025, Ventia was the winner of the
Global Excellence in Social Value Awards for pioneering a measurable
and scalable approach to social impact through the Themes, Outcomes,
Measures (TOMs) framework.

Throughout 2025, we continued to deliver consistent and growing
returns for our shareholders.

We declared a dividend of 75% of our NPATA in 2025 which amounted
to a total dividend of 23.25 cents per share, an increase of 16.4% on
FY24.

In February 2025, 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. This program was increased in
February this year to $250 million across 2025 and 2026.

We understand how important dividends and responsible capital returns
are to our shareholders, and we are pleased to continue to provide a
growing dividend profile.

Finally, I want to thank our shareholders, our customers, the
communities we serve, and the whole Ventia team on behalf of the
Board.

I will now welcome Dean Banks, our Managing Director and Group CEO.

7

Managing Director and Group CEO Address

Thank you, David, I would also like to extend a warm welcome to
everyone joining us on the call today.

I am Dean Banks, proud and privileged to be Managing Director and
Group CEO of Ventia.

2025 was a successful year for Ventia, demonstrated by strong financial
performance.

Revenue reached $6.1 billion and underlying NPATA reached $258
million, an increase of 13% on FY24.

These results highlight the hard work and dedication of our workforce;
the discipline governance and control applied across our operating
model and the resilience of our business.

Cash conversion rose 2.2 percentage points to 93.6%, our fifth
consecutive year of expansion, reflecting the relentless focus on cash
management across the Group.

Our work-in-hand grew by 14.4% to $22.1 billion illustrating the strength
of our customer relationships and the benefit of a diversified portfolio.

Across the Group, we have delivered sustainable margin improvement,
reflecting our focus on continuous improvement.

In Defence and Social Infrastructure, we had a strong result with
EBITDA increasing by 13.3 per cent, and margins improving by 1.5
percentage points. This outcome reflects a deliberate shift toward higher
margin work. Revenue declined by 7 per cent to $2.4 billion, primarily
due to lower project activity.

Infrastructure Services delivered an excellent result, with revenue up 8.4
per cent and EBITDA increasing by 17.1 per cent to $129 million. This
result benefited from the full year contribution of contracts mobilised in
FY24. Infrastructure Services performance over the near to medium
term, will be elevated by the emerging opportunities associated to
energy and water.

8

Our Telecommunications business recorded revenue growth of 6.1 per
cent and EBITDA growth of 4.3 per cent, underpinned by more than $3
billion of new work secured during the year. This included the $2.1 billion
NBN Field Module contract, $1.1 billion of NBN copper to fibre upgrades,
and the mobilisation of the five-year Telstra contract that we secured at
the end of 2024.

Transport delivered revenue growth of 1.8 per cent and EBITDA growth
of 6.5 per cent, excluding the novation of the Toowoomba Second
Range Crossing contract. Margin improved by 0.4 percentage points,
reflecting a better mix of work and disciplined cost control.

These results demonstrate the strength and diversification of our
portfolio and reinforce our confidence in Ventia’s strategy, and long-term
growth outlook.

Redefining Service Excellence sits at the heart of our strategy; it sets our
direction and is intended to help align our people and our culture.

At its core, this strategy differentiates Ventia through a disciplined
approach to drive customer focus, innovation and sustainability, in our
pursuit to become recognised as a trusted, long
-term strategic partner.

Our strategy aims to deepen customer relationships, to help elevate
performance and meet – if not exceed - current and future expectations.
This underpins our aspiration to be consistently recognised as the
partner of choice for safe, reliable and innovative solutions for the
provision of essential services.


We have also recently undertaken a refresh of our brand, to reflect a
bolder narrative around our strategy, and the idea that Together, we go
further.

During our FY Results presentation and again most recently at our
Investor Day, I outlined four significant market opportunities, namely
Defence, Digital Infrastructure, Energy and Water.

In Defence, we see sustained, long-term growth driven by structural
increases in Defence spending. Ventia is well positioned to capture this
opportunity through our national footprint, long-standing Defence
relationships, and ability to deliver integrated services at scale.

9

In digital infrastructure, demand for connectivity, data and digital
resilience continues to accelerate. This is reshaping customer
requirements across areas such as data centres, high-capacity fibre
networks and AI enabled solutions.

The energy sector is undergoing a significant transition, balancing the
need for reliable power with the development of new energy assets, that
will need managing and maintaining over the long term.

In water, ageing infrastructure and population growth are driving
increased demand to accelerate investment. Across Australia and New
Zealand there is a requirement for infrastructure upgrades, incorporating
new capability and technologies.

2025 was a strong and progressive year. We outperformed versus our
NPATA guidance whilst expanding Group margins.

We also had a record year in respect of work winning and therefore our
start-point for 2026 offers a strong and robust platform. Indeed, we
started the year with more than 85% of revenue secured, and an
increase in average contract tenure to 6.4 years.

I am pleased to be in a position today to reaffirm our FY26 guidance of
7-10% NPATA growth versus the prior year.

Alongside earnings growth, we expect to achieve cash conversion above
90% and continued margin expansion, resulting in a group margin
greater than 8.5%.

We remain focused on delivering long
-term shareholder value. This
includes dividend returns targeted at 75% of NPATA and the increase in
our on-market share buyback program by $100 million, taking the total
program to $250 million across 2025–2026.

As David mentioned earlier, I will be leaving Ventia and returning to the
UK in the second half of this year. Leading this organisation over the
past 5 plus years has been a great privilege, and over that time, I believe
together, we have created a strong and resilient business - one which I
am certain will continue to mature and grow post my tenure.

The business has an unprecedented market tailwind ahead, and I look
forward to watching on fondly from afar as Ventia grasps this emerging
opportunity.

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I look forward to welcoming a new CEO in due course, but in the
meantime, I will continue to work diligently along with my team to deliver
upon what we say we will do.


Finally, can I take this opportunity to thank my colleagues, our supply
chain partners, customers, investors and the Board for their continued
support and trust.

I will now hand it back to David.

Thank you.

Annual General
Meeting 2026
Pictured: Ventia Transport employees in Melbourne, VIC

2
Acknowledgement
of Country and Mihi
2
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.
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.
Pictured: Welcome to country ceremony at Ventia charity ball, WA

3
Procedural items
3
Virtual AGM
If you require assistance
prior to or during the meeting,
call Computershare on
+61 3 9415 4024
Pictured: Ventia employees at Ventia’s Operations Centre in Melbourne, VIC
3

4
Advanced wearables pilot
Safety is our licence
to operate
4
4
Trialing Apple Watch across front line
workers
Safety is our licence
to operate
Identifies risks
In complex and remote locations for lone
workers
Greater protection
Faster access to help when needed
Increases wellbeing
Allows regular monitoring of health and
wellbeing
Pictured: Ventia worksite at Port of Brisbane, QLD

5
Our Board of Directors
David Moffatt
Chairman
Lynne SaintJeff Forbes
Independent Non-Executive Directors
Anne Urlwin ONZMDamon Rees PSM
Dean Banks
Managing Director and Group CEO
Sibylle Krieger

Chairman’s
address
Pictured: Members of Ventia’s Transport team in
Brisbane, QLD

7
A leading essential
services provider
A broad range of industry segments:
Defence and Social
Infrastructure
•Defence
•Social Infrastructure
•Critical Infrastructure
•Local Government
•Housing and Community
Infrastructure Services
•Resources, Environmental
Services and Industrial
assets
•Energy, Water and
Renewables
•Rig and Well Service
Telecommunications
•Fixed Networks
•Wireless and Special
Coverage Solutions
•Operations and Services
•Telecommunications
New Zealand
Transport
•Transport Operations
Australia
•Transport Operations
New Zealand
•Transport Infrastructure
Solutions
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
WA
NT
QLD
SA
NSW
VIC
ACT
TAS
NZ
Perth
Adelaide
Melbourne
Hobart
Canberra
Sydney
Brisbane
Auckland
Wellington

8
Sustained strong track record of performance
379.9
419.8
465.2
499.3
532.1
100
150
200
250
300
350
400
450
500
550
FY21FY22FY23FY24FY25
8.7%
8.2%
8.2%
8.1%
4,557.4
5,167.5
5,676.4
6,105.5
6,141.1
1,000
2,000
3,000
4,000
5,000
6,000
FY21FY22FY23FY24FY25
146.8
179.6
202.1
227.9
257.6
0
50
100
150
200
250
300
FY21FY22FY23FY24FY25
Total Revenue ($m)EBITDA and margin
1
($m/%)
NPATA
1
($m)
1. FY21 and FY22 use pro-forma results and FY25 EPS is underlying, excluding the one-off positive impact of the Toowoomba novation (TSRC)
8.3%
15.4
19.0
22.2
25.7
30.3
0
5
10
15
20
25
30
35
FY21FY22FY23FY24FY25
EPS
1
(cents)

9
Market growth opportunities
Compound Annual Growth
Rate (CAGR) $86.8b FY25
- $104.4b FY29
1
4.7%
•Population growth
•Geopolitical uncertainty
•Energy transition
•Digital infrastructure
Market trends
Pictured: Members of Ventia’s water team in Rocklea, QLD
9
1.Calculated by Oxford Economics Australia (2025)

Strong supplier partnerships
underpin our success
10
86%
Believe they are likely to bid on future
opportunities with Ventia
83%
Agree we effectively manage risk
and ensure safety in joint operations
12,000+
Suppliers across Australia and New Zealand
10
Pictured: Members of Ventia’s Transport team at our Leonard Road Depot in Auckland, NZ

11
Pictured: Operations and safety briefing at BHP Olympic Dam, SA
One connected
enterprise
Built to scale
AI from bid to
field
Productivity at
every level
Digital shaping our future

12
Sustainability
21%
2
of our light vehicle fleet is
expected to be electric or
hybrid by 1 July 2026
22.4%
1
Reduction in Scope 1
and 2 emissions from
our 2021 baseline
Winner
2025 Global Excellence
in Social Value Award
Pictured: Ventia hybrid vehicle
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, including
progress on Scope 3 emissions which increased in 2025 from a 2021 baseline.
2. 90% of our passenger fleet are EV or hybrid vehicles
12

13
Increase on total
dividend for FY24
Payout of
NPATA
On-market buyback
underway
1
Total FY25
Dividend
$23.25cps
$250m
75%
16.4%
Delivering returns for
our shareholders
Pictured: Ventia graduate at our Melbourne office, VIC
1. Buyback program committed across 2025 and 2026

Managing
Director and
Group CEO
address
Pictured: A member of Ventia’s transmission and distribution team

15
Cash conversion
▲ 2.2pp on FY24
Financial Results FY25
NPATA
▲ 13% on FY24
Work in Hand
▲ 14.4% on FY24
Total Revenue
▲ 0.6% on FY24
$6.1b
$22.1b
$258m
1
\
93.6%
15
1. NPATA is an underlying result, excluding the one-off positive impact of the Toowoomba novation (TSRC))
Pictured: Ventia provides asset management, operations and maintenance of New
Zealand’s Te Aranui o Te Rangihaeata – Transmission Gully motorway, NZ

16
Strong sector performance FY25
Defence and Social
Infrastructure
EBITDA
$204.6m
▲ 13.3% on FY24
Infrastructure Services
▲ 17.1% on FY24
EBITDA
$128.7m
Telecommunications
EBITDA
$208.2m
▲ 4.3% on FY24
Transport
EBITDA
$49.3m
▲ 6.5% on FY24
Pictured: nbn fixed wireless site in Koonwarra, VIC

17
Redefining Service Excellence
Together we go further.
Pictured: Members of Ventia’s Lane Cove Tunnel Incident Response team, NSW

18
Customer focus – key growth areas
Digital infrastructure
Opportunity
•Expand our customer base to
support data centres, high-density
fibre connectivity and ICT
•Support growing digital economy,
enabling AI-driven innovation
Water
Opportunity
•Partner with utilities and
government to upgrade, maintain,
and future-proof water assets
•Leverage ageing infrastructure and
critical demand to deliver end-to-
end operations, maintenance, and
minor capital works
Defence
Opportunity
•Deepen partnerships within
Defence agencies and government
customers by expanding integrated
services
•Leverage significant foothold and
infrastructure investment in WA in
preparation for AUKUS
Opportunity
•Target customers for end-to-end
support for energy transition
projects, from advisory to long-term
maintenance
•Support utilities and industry to
decarbonize, modernize grids, and
deliver renewable projects
Energy transition
•Market size: $15.9b
•Market share: 10%
•Market size: $15.0b
•Market share: 5%
•Market size: $19.9b
•Market share: 2%
•Market size: $4.9b
•Market share: 15%

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Key priorities for 2026
1.Excluding the one-off positive impact of the Toowoomba transaction in 2025
2.Buyback program committed across 2025 and 2026
Delivering on expectations
NPATA growth
7-10%
Strong cash generation
>90%
Realising sustainable growth
High renewal rates
>90%
EBITDA margin at
>8.5%
Creating shareholder value
Dividends
60-80%of NPATA
Growing buyback program target
$250m 2025-26
2
FY26 guidance – NPATA growth of 7-10%
1

Items of
business
Pictured: Members of water team in Rocklea, QLD

21
Ventia Services
Group Limited
Valid votes
received
For%Against%Abstain
Resolution 2
Adoption of 2025
Remuneration Report
593,228,017568,533,954
95.84
22,959,904
3.872,517,987
Resolution 3
3a) Re-election of
Director, Jeff Forbes
595,139,730567,055,078
95.28
27,365,489
4.60606,274
3b) Re-election of
Director, Sibylle Krieger
595,298,604580,873,066
97.57
13,746,375
2.31573,870
Resolution 4
Increase to the Non-
Executive Director Fee
Pool
594,389,728591,127,134
99.45
1,536,935
0.261,482,746
Direct and proxy votes:
Total number of ASX-listed Ventia shares is 819,322,200

22
Resolution 1:
2025 Annual Report
To receive and consider the Financial
Report, the Sustainability Report, the
Directors’ Report and the Auditor’s
Report for the financial year ended
31 December 2025.
There is no vote on this item.

23
To consider and, if thought fit, to
pass the following resolution as a
non-binding ordinary resolution:
To adopt the 2025 Remuneration
Report for the financial year ended
31 December 2025.
Resolution 2:
2025 Remuneration Report

MeasureFixed RemunerationShort Term IncentiveLong Term Incentive
Purpose•Attract and retain•Drive and reward challenging annual
targets
•Shareholder alignment through equity
ownership
Link to Strategy•Market competitive fixed remuneration
to capable leaders
•Short to medium term award for
achieving Ventia’s strategic priorities
•Long-term value creation for
shareholders
Delivery•Cash + Superannuation
•Annual
•Cash and deferred equity•Equity
•(up to 7-year performance testing)
Performance measures•Sustained performance in the role•Safety (10%)
•Financial (80%)
•Strategic – Cross Selling (5%)
•Sustainability (5%)
•Work-in-hand
•Cash Conversion Ratio
•Earnings Per Share Compound Annual
Growth Rate
•Return on Equity
•Growth in Share Price
Principles
Remuneration Framework
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
24

FY25 STI outcomes
MeasureWeightingPerformance
against measure
Weighted
outcome
Comments
Safety
10%15.0%TRIFR result was 2.81 and significantly improved from
last year’s result of 3.31. This result exceeded stretch.
Financial
80%79.6%NPATA, free cash flow and FY26 revenue secured
results were slightly below the challenging target
resulting in an outcome close to target.
Strategic Initiatives
5%4.7%Cross-selling revenue reached $144.8m in FY25, a
25% increase on FY24’s $115.8m, but fell slightly below
the challenging target.
Sustainability
5%4.5%Carbon intensity for Scope 1 and 2 (market-based)
emissions improved to 6.4 tCO₂-e/$million in FY25
from 6.5t Co2-e/$million in FY24, but still fell short of
the challenging target, resulting in an outcome
between threshold and target.
PRELIMINARY
OUTCOME
100%103.8%(% of target) Prior to adjustment
FINAL OUTCOME
100%88.8%(% of target) Post adjustment. Safety component was
reduced to nil, recognising the fatality that occurred
during the year.
25

FY25 LTI outcomes
MeasureFY25 Maximum
(100% vesting)
WeightingPerformance
against measure
Weighted
outcome
Comments
Work in hand ($b)22.133.33%33.3%Work in hand performance
exceeded the maximum LTI
target
Underlying cash
conversion ratio (%)
100.0%33.33%23.8%Underlying cash conversion
ratio performance was between
threshold and target.
EPS CAGR (%)12.0%33.33%33.3%EPS CAGR performance
exceeded the maximum LTI
target
OUTCOME100%90.4%of maximum
26

27
Resolution 3:
Re-election of Directors Jeff Forbes and Sibylle Krieger
3a. That Jeff Forbes, who
retires in accordance with
clause 8.1 of the Company’s
Constitution and, being
eligible, be re-elected as a
Director of the Company.
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
3b. That Sibylle Krieger, who
retires in accordance with
clause 8.1 of the Company’s
Constitution and, being eligible,
be re-elected as a Director of
the Company.

28
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
That approval is given, for the purpose of ASX Listing Rule
10.17, clause 8.3 of the Constitution and for all other purposes,
for the maximum aggregate amount of remuneration payable
to all Non-Executive Directors in any financial year be
increased by $500,000, from $2,000,000 to $2,500,000
per annum (inclusive of superannuation), with effect from
1 January 2026.
28
Resolution 4:
Increase to the Non-Executive
Director Fee Pool
Pictured: Members of Ventia’s energy team at a Western Power site, WA

Questions
Pictured: Ventia employees at a site visit, VIC

Thank you.

31
This presentation is in summary form and isnot
necessarily complete. It should be read together with
the Company’s 2025 Full Year Report lodged with the
ASX on 19February2026.
This presentation contains information that is based on projected and/or
estimated expectations, assumptions or outcomes. While these forward-looking
statements reflect Ventia’s expectations as at the date of this presentation, they
are not guarantees or predictions of future performance or statements of fact.
These statements involve known and unknown risks and uncertainties, which
are beyond the control of Ventia. Many factors could cause outcomes to differ,
possibly materially, from those expressed in the forward-looking statements.
While Ventia has prepared this information based on its current knowledge and
understanding and in good faith, there are risks and uncertainties involved
which could cause results to differ from projections. Subject to disclosure
obligations under the applicable law and ASX listing rules, Ventia:
•makes no representation, assurance or guarantee as to the correctness
and/or accuracy of the information, nor any differences between the
information provided and actual outcomes, and reserves the right to change
its projections from time to time; and
•undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date of this presentation.
This document is not intended to be relied upon as advice to investors or
potential investors and does not take into account the investment objectives,
financial situation orneeds of any particular investor.
Disclaimer
Pictured: Members of Ventia’s M2 Lane Cove tunnel team, NSW