Ventia Services Group Limited/Announcement

Becoming a substantial holder

Substantial Holder Notice23 November 2021VNTIndustrials

603 Page 1 of 4 15 July 2001

Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder

To Company Name/Scheme
Ventia Services Group Limited (“Ventia”)
ACN/ARSN
603 253 541

1. Details of substantial holder (1)
Name
CIMIC Group Limited (“CIMIC”) and its related bodies corporate
ACN/ARSN (if applicable)
004 482 982

The holder became a substantial holder on
The holder’s current percentage holding arose on 23
November 2021 when allotment and sale of shares in Ventia’s
initial public offering (“IPO”) was completed.

2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an
associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Fully paid ordinary
shares (Shares)
560,733,942 560,733,942 65.5%

3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial
holder became a substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
CIMIC and its related bodies
corporate
CIMIC is the registered holder
of 280,366,971 of the Shares
referred to in paragrpah 1 above
and therefore has a relevant
interest in those Shares under
section 608(1)(a) of the
Corporations Act. CIMIC’s
related bodies corporate have a
deemed relevant interest in
these shares under section
608(3) of the Corporations Act.
280,366,971 fully paid
ordinary shares
CIMIC and its related bodies
corporate
As disclosed in section 9.8.2 of
the prospectus for the IPO,
CIMIC also has a deemed relevant
interest in the remaining
280,366,971 Shares referred to
in paragraph 1, which are held
by AIF VIII Singapore Pte Ltd.
This relevant interest arises
under section 608(1)(c) of the
Corporations Act, because of
provisions in the escrow deed
between CIMIC, AIF VIII
Singapore Pte Ltd, Ventia and
others, a copy of which is
attached in the Annexure to this
280,366,971 fully paid
ordinary shares

603 Page 2 of 4 15 July 2001

notice, relating to cooperation
on any sale of escrowed Shares
following expiry of the Escrow
Period under the escrow deed.
CIMIC’s related bodies corporate
have a deemed relevant interest
in these shares under section
608(3) of the Corporations Act.

4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number of securities
CIMIC and its
related bodies
corporate
CIMIC CIMIC
280,366,971 fully paid
ordinary shares
CIMIC and its
related bodies
corporate
AIF VIII Singapore
Pte Ltd
AIF VIII Singapore
Pte Ltd
280,366,971 fully paid
ordinary shares

5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the
substantial holder became a substantial holder is as follows:
Holder of relevant
interest
Date of acquisition Consideration (9) Class and number of securities

Cash Non-cash

CIMIC and its
related bodies
corporate
None of the
Shares were
acquired in the
four months prior
to the day that
the substantial
holder became a
substantial
holder

6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
CIMIC and its related
bodies corporate
CIMIC and its related bodies corporate are associated under
section 12(2)(a) of the Corporations Act.

7. Addresses
The addresses of persons named in this form are as follows:
Name Address
CIMIC and its related
bodies corporate
C/- Level 25, 177 Pacific Highway, North Sydney NSW 2060,
Australia

Signature

print name
L Nikolopoulos
capacity Company Secretary
sign here

date
23 November 2021

603 Page 3 of 4 15 July 2001

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of
persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each
group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5)
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of
any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or
disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification
applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)
If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write
"unknown".
(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was
acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on
the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in
relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

603 Page 4 of 4 15 July 2001
Annexure
T
his is Annexure of 34 pages (including this page) referred to in Form 603 – Notice of initial substantial holder
given by CIMIC Group Limited and its related bodies corporate.
S
igned:
Name:
D
ate:
L Nikolopoulos
23 November 2021

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia
GPO Box 4227 Sydney NSW 2001 Australia

T +61 2 9225 5000 F +61 2 9322 4000
herbertsmithfreehills.com DX 361 Sydney

Deed

Deed of Amendment and
Restatement – Voluntary
Escrow Deed

Ventia Services Group Limited
CIMIC Group Limited
AIF VIII Singapore Pte Ltd
AIF VIII Asia Intermediate, LLC
AIF VIII Asia-Pacific Investments Pte. Ltd.
AIF VIII Euro Holdings, L.P.

97012750
Amending deed page 2
Details
Date ►
Between the parties
Company Ventia Services Group Limited
ABN 53 603 253 541 of Level 8, 80 Pacific Highway, North Sydney
NSW 2060
Holders CIMIC Group Limited
ABN 57 004 482 982
of Level 25, 177 Pacific Highway, North Sydney NSW 2060, Australia
AIF VIII Singapore Pte Ltd
of Level 11, Suite 1, 61 Robinson, Robinson Road Singapore
068893, Singapore
Controllers AIF VIII Asia Intermediate, LLC
of c/o Apollo Management L.P., 9 West 57th Street, New York, New
York 10019 USA
AIF VIII Asia-Pacific Investments Pte. Ltd.
of Level 11, Suite 1, 61 Robinson, Robinson Road Singapore
068893, Singapore
AIF VIII Euro Holdings, L.P.
of c/o Apollo Management L.P., 9 West 57th Street, New York, New
York 10019 USA
Recitals 1 The parties entered into a voluntary escrow deed dated 26
October 2021 (Voluntary Escrow Deed).
2 The parties have agreed to amend and restate the terms of the
Voluntary Escrow Deed on the terms and conditions of this deed.
This deed witnesses as follows:
15 November 2021

1 Definitions, interpretation and deed components

97012750
Amending deed page 3

1 Definitions, interpretation and deed components
1.1 Definitions
Unless the context requires or the relevant term is defined in this deed, terms defined in
the Voluntary Escrow Deed, including as amended by way of this deed, have the same
meaning in this deed.
1.2 Interpretation
Clause 1 of the Voluntary Escrow Deed applies to this deed.
1.3 Deed components
This deed includes any schedule.
2 Amendment to the Voluntary Escrow Deed
2.1 Amendment
With effect on and from the date of this deed, the Voluntary Escrow Deed is amended
and restated as set out in the amended version attached as Annexure A.
2.2 References
On and from the date of this deed, any reference in any document (other than this deed)
to the Voluntary Escrow Deed is a reference to the Voluntary Escrow Deed as amended
under clause 2.1.
2.3 Amendments not to affect validity, rights, obligations
(a) Except as specifically amended by this deed, all terms and conditions of the
Voluntary Escrow Deed remain in full force and effect.
(b) This deed is intended only to vary the Voluntary Escrow Deed and not to
terminate, discharge, rescind or replace it.
(c) The amendments to the Voluntary Escrow Deed do not affect the validity or
enforceability of the Voluntary Escrow Deed.
(d) Nothing in this deed:
(1) prejudices or adversely affects any right, power, authority, discretion
or remedy which arose under or in connection with the Voluntary
Escrow Deed before the date of this deed; or
(2) discharges, releases or otherwise affects any liability or obligation
which arose under or in connection with the Voluntary Escrow Deed
before the date of this deed.
2.4 Confirmation
On and with effect from the date of this deed, each party is bound by the Voluntary
Escrow Deed as amended by this deed.

3 General

97012750
Amending deed page 4

2.5 Acknowledgement
Each party acknowledges that this deed is issued in accordance with the Voluntary
Escrow Deed.
3 General
3.1 Notices
Any notice or other communication including any request, demand, consent or approval,
to or by a party to this deed must be provided in accordance with the Voluntary Escrow
Deed.
3.2 Governing law and dispute resolution
The governing law and dispute resolution provision set forth in the Voluntary Escrow
Deed apply to this deed as if set out in full in this deed.
3.3 Further action to be taken at each party’s own expense
Each party must, at its own expense, do all things and execute all documents necessary
to give full effect to this deed and the transactions contemplated by it.
3.4 Counterparts
This deed may be executed in any number of counterparts which together will constitute
one instrument. A party may execute this deed by signing any counterpart.
3.5 Attorneys
Each of the attorneys executing this deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.
3.6 Deed is supplemental
This deed is supplemental to the Voluntary Escrow Deed.

Signing page
Executed as a deed
Company
Signed sealed and delivered by
Ventia Services Group Limited
by
sign here ►

sign here ►
Company Secretary/Director Director
print name print name
Holder
Signed sealed and delivered for and on behalf
of CIMIC Group Limited (ABN 57 004 482 982)
by its Attorneys under a Power of Attorney dated
20 July 2021 (and the Attorneys declare that the
Attorneys have not received any notice of the
revocation of such Power of Attorney) in the
presence of:
Signature of Attorney Signature of Attorney
Name of Attorney Name of Attorney
Signature of witness Signature of witness
Name of Witness in full Name of Witness in full
David Moffatt
Zoheb Razvi

Details

page 14
Holder
Signed sealed and delivered by
AIF VIII Singapore Pte Ltd
by its auth o rised rep resen tative
sign here ►

print name
Suzan n e Sp ells
in the presence of
sign here ►

Witn ess
print name
Controller
Signed sealed and delivered by
AIF VIII Asia Intermediate, LLC
By: AIF VIII Euro Ho ld in gs, L.P., its so le member
By: Ap o llo Ad viso rs VIII (EH), L.P., its Gen eral Partn er
By: Ap o llo Ad viso rs VIII (EH-GP), Ltd ., its Gen eral Partn er
sign here ►

print name
Joseph Glatt
in the presence of
sign here ►

Witn ess
print name
Henry Harrs

Details

page 15
Controller
Signed sealed and delivered by
AIF VIII Asia-Pacific Investments Pte. Ltd.
By its auth o rised rep resen tative
sign here ►

print name
Suzan n e Spells
in the presence of
sign here ►

Witn ess
print name
Controller
Signed sealed and delivered by
AIF VIII Euro Holdings, L.P.
By: Ap o llo Ad viso rs VIII (EH), L.P., its Gen eral Partn er
By: Ap o llo Ad viso rs VIII (EH-GP), Ltd ., its Gen eral Partn er
sign here ►

print name
Joseph Glatt
in the presence of
sign here ►

Witn ess
print name
Henry Harrs

3 General

97012750
Amending deed page 8

Annexure A
Amended and Restated Voluntary Escrow Deed

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia
GPO Box 4227 Sydney NSW 2001 Australia

T +61 2 9225 5000 F +61 2 9322 4000
herbertsmithfreehills.com DX 361 Sydney

Deed

Voluntary escrow deed

Each party specified in Item 1 of Schedule 1 (Holder)
Each party specified in Item 3 of Schedule 1
(Controller)
Ventia Services Group Limited

970127453
Contents 1

Contents
Table of contents
1 Definitions and interpretation 1
1.1 Definitions ................................................................................................................. 1
1.2 Interpretation ............................................................................................................. 4
1.3 Compliance with Listing Rules .................................................................................. 5
2 Escrow 5
2.1 Holder restrictions during Escrow Period ................................................................. 5
2.2 Controller restrictions during Escrow Period ............................................................ 5
2.3 Escrow restrictions .................................................................................................... 5
2.4 Exceptions ................................................................................................................ 6
2.5 Notice ........................................................................................................................ 6
3 Termination 7
4 Warranties and acknowledgment 7
4.1 Giving of warranties .................................................................................................. 7
4.2 Warranties ................................................................................................................. 7
4.3 Acknowledgment....................................................................................................... 8
4.4 Survival of representations and warranties .............................................................. 8
5 Consequences of breaching this deed 8
6 Sell down after the Escrow Period 9
7 Amendment 9
8 General 9
8.1 Governing law and jurisdiction .................................................................................. 9
8.2 Counterparts ............................................................................................................. 9
8.3 Further assurances ................................................................................................... 9
8.4 Notices .................................................................................................................... 10
8.5 Time of Essence ..................................................................................................... 10
Schedule 1 11

97012745
page 1

Voluntary escrow deed
Date ► 2021
Between the parties

Company
Ventia Services Group Limited
ABN 53 603 253 541 of Level 8, 80 Pacific Highway, North Sydney
NSW 2060
Attention: Company Secretary
Email address: Zoheb.Razvi@ventia.com
Holder
Each party identified in Item 1 of Schedule 1
Controller
Each party identified in Item 3 of Schedule 1 (if any)
Background
1 At the date of this agreement, the Company is a company whose
Shares are owned in equal shares by the two Holders.
2 One of the Holders, CIMIC, is listed on ASX and the other, Apollo,
is a special purpose vehicle held by an investment fund managed
by Affiliates of Apollo Global Management, Inc., a company listed
on the NYSE.
3 The Company, CIMIC and Apollo propose that the Company will
undertake the IPO and list on ASX, and that CIMIC and Apollo will
sell down part of their holdings in the Company as part of the IPO
(with Shares being sold to SaleCo (defined below) and on-sold by
it in the IPO, alongside issuance of Shares by the Company).
4 In order to ensure a successful IPO, and provide certainty to
incoming investors, the Company, CIMIC and Apollo propose to
co-ordinate aspects of the issue and sale of Shares in the IPO,
and, in the case of CIMIC and Apollo, aspects of their continued
ownership of Shares in the Company after the IPO, and the sale
of any such Shares after the IPO.
5 In particular, (1) incoming investors will require each of CIMIC and
Apollo to retain holdings of Shares after the IPO, and that these
holdings will be held by them as Restricted Shares for at least the
Escrow Period on the terms set out in this deed; and (2) CIMIC
and Apollo will require certainty that any future sell down of such
Restricted Shares following expiry of the Escrow Period will occur

1 Definitions and interpretation

97012745
page 2

in an orderly manner on the terms set out in this deed (and this
will also provide comfort to incoming investors).
6 The parties have entered into this deed to put in place appropriate
arrangements with respect to the foregoing, and consider that
these arrangements are reasonably necessary as part of their
joint endeavour in relation to the Company.
This deed witnesses as follows:

97012745
page 1

1 Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this deed are set out below.
Term Meaning
Affiliate of a specified person, means a person:
• which, directly or indirectly, controls, or is controlled by, or is
under common control with, the specified person (where
“control” of a person has the meaning given in the Corporations
Act, and also includes possession, directly or indirectly, of the
power to direct or cause the direction of the management and
policies of the person, whether through ownership of voting
securities or partnership interests, by contract or otherwise); or
• which is a related body corporate (as that term is defined in the
Corporations Act) of the specified person.
Affiliated Fund each corporation, trust, limited liability company, general or limited
partnership or other entity under common control with the Holder or
Controller or that receives investment advice from the investment
adviser to the Holder or Controller or any of their Affiliates or an
investment adviser Affiliated with such investment adviser.
Allotment Date the date the Shares are issued pursuant to the Prospectus.
ASIC the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or the market it operates, as the
context requires.
ASX Settlement ASX Settlement Pty Ltd (ABN 49 008 504 532).
Business Day a day on which banks are open for business in Sydney, New South
Wales other than a Saturday, Sunday or public holiday in Sydney,
New South Wales.
Control has the meaning given in the Corporations Act and also, in respect
of a specified person, includes possession, directly or indirectly, of
the power to direct or cause the direction of the management and
policies of the person, whether through ownership of voting

1 Definitions and interpretation

97012745
page 2

Term Meaning
securities or partnership interests, by contract or otherwise. In
addition:
• an entity will also be taken to Control another entity if the first
entity (or any of its Affiliates) manages the second entity; and
• if an entity Controls another entity and that second entity
Controls a third entity, the first entity will be taken to Control the
third entity.
Controller each party specified in Item 3 of Schedule 1 (if any).
Controller Interest the securities, substantial economic interest or other interests in the
Restricted Shares in which the Controller (if any) has a direct or
indirect interest and each intermediate entity through which that
interest occurs.
Corporations Act Corporations Act 2001 (Cth).
Dealing in respect of any Restricted Shares or Controller Interests (as
relevant), means to directly or indirectly:
1 sell, assign, transfer or otherwise Dispose of, or agree or offer to
sell, assign, transfer or otherwise Dispose of, that Restricted
Share or Controller Interest (as relevant) or any legal, beneficial
or economic interest in that Restricted Share or Controller
Interest (as relevant);
2 create, or agree or offer to create, any Security Interest in that
Restricted Share or Controller Interest (as relevant) or any legal,
beneficial or economic interest in that Restricted Share or
Controller Interest (as relevant);
3 enter into any option which, if exercised, enables or requires the
relevant security holder to sell, assign, transfer or otherwise
Dispose of that Restricted Share or Controller Interest (as
relevant); or
4 do, or omit to do, any act if the act or omission would have the
effect of transferring effective ownership or control of that
Restricted Share or Controller Interest (as relevant) or any legal,
beneficial or economic interest in that Restricted Share or
Controller Interest (as relevant).
Deal and Dealt each have a corresponding meaning.
Dispose has the meaning given to that term in the Listing Rules.
Escrow Period the period set out in Item 2 of Schedule 1.

1 Definitions and interpretation

97012745
page 3

Term Meaning
Government Agency any government (in any jurisdiction, whether federal, state, territorial
or local), or representative of a government (including any minister,
department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government or in which any
government is interested) or any governmental, semi-governmental,
administrative, fiscal, regulatory, self-regulatory or judicial body,
department, commission, authority, tribunal, agency, competition
authority or entity in Australia or in any part of the world. It includes
without limitation, ASIC, any non-government regulatory authority
including the ASX and any other stock exchange.
Holder each party specified in Item 1 of Schedule 1.
Holding Lock has the meaning in Section 2 of the Settlement Operating Rules.
IPO or Offer the Company’s proposed initial public offering of Shares pursuant to
the Prospectus.
IPO Completion completion of the sale and issue of Shares to investors in the IPO
under the Prospectus.
Issuer Sponsored
Subregister
the part of the Company’s register for Shares that is administered by
the Company (and not ASX Settlement) and records uncertificated
holdings of Shares.
Listing Rules the listing rules of the ASX and any other rules of the ASX which are
applicable while the Company is admitted to the official list of the
ASX, each as amended or replaced from time to time, except to the
extent of any express written waiver by the ASX.
Prospectus means the prospectus to be issued by the Company and SaleCo
dated and lodged with ASIC on or about 26 October 2021.
Restricted Shares in respect of a Holder:
1 all of the Shares in the Company held by that Holder on the
Allotment Date, after completion of all transfers of Shares
occurring as part of IPO Completion (and also including, if
relevant, and from the time of such re-delivery, any Shares in the
Company re-delivered to that Holder under stock borrowing
arrangements entered into in connection with overallotment
arrangements relating to the IPO); and
2 any securities in the Company attaching to or arising out of those
Shares.

1 Definitions and interpretation

97012745
page 4

Term Meaning
Restriction Deeds this deed and any other deeds between the Company and
shareholders applying restrictions similar to those in this deed.
SaleCo Ventia SaleCo Limited ACN 654 078 878.
Security Interest an interest or power:
1 reserved in or over an interest in any securities including, but not
limited to, any retention of title;
2 created or otherwise arising in or over any interest in any
securities under a bill of sale, mortgage, charge, lien, pledge,
trust or power, and
3 any agreement to grant or create any interest or power referred
to in paragraphs (1) or (2) of this definition.
Settlement Operating
Rules
means the operating rules of ASX Settlement.
Share a fully paid ordinary share in the capital of the Company.
1.2 Interpretation
In this deed including the recitals unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
(b) a reference to a party includes its successors, personal representatives and
transferees;
(c) words and expressions defined in the Listing Rules, and not in this deed, have
the meanings given to them in the Listing Rules;
(d) every warranty or agreement (expressed or implied) in which more than one
person is joined, binds them individually and any combination of them as a
group;
(e) references to "applicable law" include all laws and regulations of jurisdictions
applicable to the Company, or its related bodies corporate, as the case may be
(including the Corporations Act and any other laws and regulations of a
jurisdiction outside Australia), and rules, policies, official directives, orders or
requirements of any Government Agency, including the Listing Rules,
Settlement Operating Rules and the applicable listing requirements of the ASX,
except to the extent compliance is modified, waived or exempted in favour of a
person in the relevant circumstances; and
(f) the schedules form part of this deed.

2 Escrow

97012745
page 5

1.3 Compliance with Listing Rules
For so long as the Company is listed on the official list of the ASX:
(a) notwithstanding anything contained in this deed, if the Listing Rules prohibit an
act being done, that act must not be done;
(b) nothing contained in this deed prevents an act being done that the Listing Rules
require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is
given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this deed to contain a provision and it does not
contain such a provision, this deed is deemed to contain that provision;
(e) if the Listing Rules require this deed not to contain a provision and it contains
such a provision, this deed is deemed not to contain that provision; and
(f) if any provision of this deed is or becomes inconsistent with the Listing Rules,
this deed is deemed not to contain that provision to the extent of the
inconsistency.
2 Escrow
2.1 Holder restrictions during Escrow Period
Subject to clause 2.4, each Holder must not Deal in the Restricted Shares of that Holder
during the Escrow Period.
2.2 Controller restrictions during Escrow Period
During the Escrow Period (or for so long as a Holder holds Restricted Shares, if that is
shorter having regard to clause 2.4), the Controller of that Holder (as identified in Item 3
of Schedule 1) (if any) must not cease to Control that Holder.
2.3 Escrow restrictions
The parties acknowledge and agree that:
(a) each Holder’s Restricted Shares will be registered and held for that Holder on
the Issuer Sponsored Subregister;
(b) the Company will apply a Holding Lock to the Restricted Shares as soon as
practicable after registration of the Restricted Shares on the Issuer Sponsored
Subregister and each Holder hereby agrees to the application of the Holding
Lock to its Restricted Shares; and
(c) the Company will do all things necessary to ensure that the Holding Lock is
released:
(1) to the extent necessary to permit Disposals of Restricted Shares
permitted by this deed; and
(2) in full at the conclusion of the Escrow Period,
including notifying ASX that the Restricted Shares will be released from the
Holding Lock, in accordance with the timing requirements set out in Listing Rule
3.10A.

2 Escrow

97012745
page 6

2.4 Exceptions
Notwithstanding any condition to the contrary in this deed, during the Escrow Period:
(a) A Holder may Deal in any of its Restricted Shares if the Dealing arises solely as
a result of either:
(1) the acceptance of a bona fide third party takeover bid made under
chapter 6 of the Corporations Act in respect of the Shares, provided
that the holders of at least half of the Shares that are not subject to
the Restriction Deeds, and to which the offers under the bid relate,
have accepted the bid; or
(2) the transfer or cancellation of the Shares in the Company as part of a
scheme of arrangement under Part 5.1 of the Corporations Act,
provided, in each case, that, if for any reason any or all Restricted Shares are
not transferred or cancelled in accordance with such a takeover bid or scheme
of arrangement, then each Holder agrees that the restrictions applying to its
Restricted Shares under this deed will continue to apply and without limiting the
foregoing, the Holding Lock will be reapplied to all Restricted Shares not so
transferred or cancelled.
(b) A Holder or Controller may Deal in any of its Restricted Shares or Controller
Interests (as relevant) if the Dealing arises solely as a result of a requirement of
applicable law (including an order of a court of competent jurisdiction).
(c) A Holder or Controller may encumber or transfer any (or all) of its Restricted
Shares or Controller Interests (as relevant) to a bona fide third party financial
institution (Financial Institution) as security for a loan, hedge or other financial
accommodation provided that any such agreement with a Financial Institution
must provide that the Restricted Shares or Controller Interests (as relevant) are
to remain in escrow and subject to the terms of this deed as if the Financial
Institution were a party to this deed.
(d) A Holder or Controller may participate in an:
(1) equal access share buyback;
(2) equal access capital return;
(3) equal access capital reduction,
in each case in respect of Restricted Shares or Controller Interests held by it.
(e) A Holder or Controller may transfer (in one or more transactions) any or all
Restricted Shares or Controller Interests (as relevant) to an Affiliate or an
Affiliated Fund of the Holder or Controller (as relevant) provided such Affiliate or
Affiliated Fund transferee agrees to be bound by the terms and conditions of
this deed by entering into such further agreements as the Company may
reasonably require.
(f) A Holder or Controller may transfer (in one or more transactions) any or all
Restricted Shares or Controller Interests (as relevant) as part of a pro rata
distribution to its limited partners, members or stockholders.
2.5 Notice
If a Holder or Controller becomes aware:
(a) that a Dealing in any Restricted Shares or Controller Interests has occurred, or
is likely to occur, during the Escrow Period; or

3 Termination

97012745
page 7

(b) of any matter which is likely to give rise to a Dealing in any Restricted Shares or
Controller Interests during the Escrow Period,
it must notify the Company as soon as practicable after becoming aware of the actual or
potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
details.
3 Termination
Subject to clause 4.4, this deed terminates if the Company is not admitted to the official
list of ASX by 31 December 2021.
4 Warranties and acknowledgment
4.1 Giving of warranties
Each Holder and Controller each gives the warranties and representations in clause 4.2
in favour of the Company as at:
(a) the date of this deed; and
(b) at all times until expiry of the Escrow Period.
4.2 Warranties
Each Holder and Controller jointly and severally represents and warrants that:
(a) it has full power and authority, without the consent of any other person, to enter
into and perform its obligations under this deed;
(b) it has taken all necessary action to authorise the execution, delivery and
performance of this deed in accordance with its terms;
(c) this deed constitutes legal, valid and binding obligations and, subject to any
necessary stamping and registration, is enforceable in accordance with its
terms;
(d) the execution, delivery and performance by it of this deed does not and will not
violate, breach or result in a contravention of:
(1) any applicable law, regulation or authorisation;
(2) its constitution or other constituent documents; or
(3) any agreement, undertaking, Security Interest or document which is
binding on it;
(e) other than acts permitted by clause 2.4 and acts relating to the stock borrowing
arrangements and overallotment arrangements relating to the IPO, prior to the
Escrow Period, it has not done, or omitted to do, any act which would result in it
Dealing in the relevant Holder’s Restricted Shares in a manner that would take
effect during the Escrow Period;
(f) other than Security Interest, interests or rights permitted by clause 2.4 and
rights and interests relating to the stock borrowing arrangements and
overallotment arrangements relating to the IPO, the relevant Holder’s Restricted

5 Consequences of breaching this deed

97012745
page 8

Shares are free from all Security Interests and other third party interests or
rights and will remain so during the Escrow Period;
(g) other than interests permitted by clause 2.4 and interests relating to the stock
borrowing arrangements and overallotment arrangements relating to the IPO,
there is no person who has, or will have at or immediately following completion
of the Offer, any economic or beneficial interest in the equity or Restricted
Shares of the relevant Holder other than the Controller;
(h) except as permitted by clause 2.4, the relevant Holder holds (or will hold, in the
case of any Restricted Shares re-delivered to that Holder under stock borrowing
arrangements and overallotment arrangements relating to the IPO) its
Restricted Shares as set out in Item 4 of Schedule 1; and
(i) as at the Allotment Date, the relevant Holder’s Restricted Shares are all the
securities, economic interests or other interests that the Holder has directly or
indirectly in the Company.
4.3 Acknowledgment
Each Holder and Controller each acknowledge that a breach of any of the
representations and warranties set out in this clause 4 is a breach of this deed.
4.4 Survival of representations and warranties
The representations and warranties in this clause 4 survive termination of this deed.
5 Consequences of breaching this deed
(a) If it appears to the Company that a Holder or Controller may breach any of the
foregoing provisions of this deed, the Company may, and has undertaken to the
joint lead managers of the Offer that it will, take any steps necessary to prevent
the breach, or to enforce the deed as soon as it becomes aware of the potential
breach.
(b) If a Holder or Controller breaches any of the foregoing provisions of this deed (a
Defaulting Party), each of the following applies:
(1) the Company may take the steps necessary to enforce the deed, or to
rectify the breach, as soon as practicable after becoming aware of the
breach; and
(2) the Company may, in addition to its other rights and remedies, refuse
to acknowledge, deal with, accept or register any sale, assignment,
transfer or conversion of any of the Defaulting Party’s Restricted
Shares (this is in addition to other rights and remedies of the
Company).
(c) Each Holder or Controller acknowledges and agrees that a breach by it of any
of the foregoing provisions of this deed could cause substantial commercial and
financial detriment to the Company and other third parties.
(d) The parties agree that damages would be an insufficient remedy for breach of
clause 2.1 or clause 2.2 and each Holder and Controller agrees that the
Company is entitled to seek and obtain an injunction or specific performance to
enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2

6 Sell down after the Escrow Period

97012745
page 9

without proof of actual damage and without prejudice to any of its other rights or
remedies.
6 Sell down after the Escrow Period
(a) This clause 6 binds the Holders as between themselves but is not enforceable
by any other party.
(b) After the Escrow Period, the Holders agree that they will consult with one
another before Disposing of any Restricted Shares, and that if a Holder has an
opportunity to Dispose of Restricted Securities, it will afford the other Holder a
reasonable opportunity to Dispose of Restricted Securities at the same time in
the same manner and so that each Holder is able to Dispose of the same
number of Restricted Securities.
(c) This clause 6 will cease to apply, and will be of no force and effect, on and from
the date that either Holder’s Shareholding in the Company falls below 5%.
7 Amendment
This deed may not be amended without the prior written consent of the parties.
8 General
8.1 Governing law and jurisdiction
(a) This deed is governed by the laws of New South Wales, Australia.
(b) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
courts of New South Wales, Australia.
(c) Each of the parties irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient
forum.
(d) Each of the parties irrevocably waives any immunity in respect of its obligations
under this deed which that party may acquire from the jurisdiction of any court
or any legal process for any reason including, but not limited to, the service of
notice, attachment prior to judgment, attachment in aid of execution or
execution.

8.2 Counterparts
This deed may be executed in any number of counterparts.
8.3 Further assurances
Each party must do all things and execute all further documents required to give full effect
to this deed.

8 General

97012745
page 10

8.4 Notices
A Notice is regarded as given by a party to another party, at the time of delivery of that
Notice to the address, or transmission of that Notice by email to the email address, which
is specified in the address of that other party, unless in the case of a transmission by
email:
(a) the machine or computer from which that Notice is transmitted indicates a
malfunction in that transmission; or
(b) that other party gives Notice within the next Business Day, to the first-
mentioned party, of an incomplete transmission to that other party of the Notice
of the first-mentioned party.
8.5 Time of Essence
Time is of the essence to this deed.

97012745
page 11

Schedule 1
Details
Item 1
(Holders)
CIMIC CIMIC Group Limited
ABN 57 004 482 982
of Level 25, 177 Pacific Highway, North Sydney NSW 2060,
Australia
Attention: Company Secretary
Email address: companysecretariat@cimic.com.au
Copy to: robert.cotterill@cimic.com.au
Apollo AIF VIII Singapore Pte Ltd
of Level 11, Suite 1, 61 Robinson, Robinson Road
Singapore 068893, Singapore
Attention: Suzanne Spells
Email address: asialegal@apollo.com
Copy to: N/A
Item 2 Escrow
Period
The period ending at 4.15pm on the date on which the
Company releases its financial results for the period ending
31 December 2022.
Item 3
(Controllers)
Controller in
relation to
CIMIC
N/A. There is no Controller in relation to CIMIC.
Controller in
relation to
Apollo
AIF VIII Asia Intermediate, LLC
of c/o Apollo Management L.P., 9 West 57
th
Street, New
York, New York 10019 USA
Attention: Reinhold Asamoa Frimpong
Email address: rafrimpong@apollo.com
Copy to: N/A
AIF VIII Asia-Pacific Investments Pte. Ltd.
of Level 11, Suite 1, 61 Robinson, Robinson Road
Singapore 068893, Singapore
Attention: Suzanne Spells
Email address: asialegal@apollo.com

Copy to: N/A
AIF VIII Euro Holdings, L.P.
of c/o Apollo Management L.P., 9 West 57
th
Street, New
York, New York 10019 USA
Attention: Reinhold Asamoa Frimpong
Email address: rafrimpong@apollo.com
Copy to: N/A
Item 4
(Restricted
Shares)
In relation to
CIMIC
171,404,150280,366,971 Shares (and up to a further
17,344,603 Shares, if and to the extent that such Shares are
re-delivered to CIMIC under stock borrowing arrangements
and overallotment arrangements relating to the IPO)
In relation to
Apollo
171,404,150280,366,971 Shares (and up to a further
17,344,603 Shares, if and to the extent that such Shares are
re-delivered to Apollo under stock borrowing arrangements
and overallotment arrangements relating to the IPO)

97012745
page 13

Executed as a deed

Company

Signed sealed and delivered by
Ventia Services Group Limited
by
sign here ►

sign here ►

Company Secretary/Director Director
print name

print name

Holder
Signed sealed and delivered for and on behalf
of CIMIC Group Limited (ABN 57 004 482 982)
by its Attorneys under a Power of Attorney dated
20 July 2021 (and the Attorneys declare that the
Attorneys have not received any notice of the
revocation of such Power of Attorney) in the
presence of:

Signature of Attorney

Signature of Attorney

Name of Attorney

Name of Attorney

Signature of witness

Signature of witness

Name of Witness in full Name of Witness in full

Details

97012745
page 14

Holder

Signed sealed and delivered by
AIF VIII Singapore Pte Ltd
by
sign here ►

print name

in the presence of
sign here ►

Witness
print name

Controller

Signed sealed and delivered by
AIF VIII Asia Intermediate, LLC
By
sign here ►

print name

in the presence of
sign here ►

Witness
print name

Details

97012745
page 15

Controller

Signed sealed and delivered by
AIF VIII Asia-Pacific Investments Pte. Ltd.
By
sign here ►

print name

in the presence of
sign here ►

Witness
print name

Controller

Signed sealed and delivered by
AIF VIII Euro Holdings, L.P.
By
sign here ►

print name

in the presence of
sign here ►

Witness
print name

---

603 Page 1 of 4 15 July 2001

Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder

To Company Name/Scheme
Ventia Services Group Limited (“Ventia”)
ACN/ARSN 603 253 541

1. Details of substantial holder (1)
Name
AIF VIII Singapore Pte Ltd (“AIF”), AIF VIII Asia Intermediate, LLC,
AIF VIII Asia-Pacific Investments Pte. Ltd. and AIF VIII Euro
Holdings, L.P. (together, “Apollo Group Entities”)
ACN/ARSN (if applicable) N/A

The holder became a substantial holder on
The holder’s current percentage holding arose on 23
November 2021 when allotment and sale of shares in Ventia’s
initial public offering (“IPO”) was completed.

2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an
associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Fully paid ordinary
shares (Shares)
560,733,942 560,733,942 65.5%

3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial
holder became a substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
AIF and each Apollo Group
Entity
AIF is the registered holder of
280,366,971 of the Shares
referred to in paragrpah 1 above
and therefore has a relevant
interest in those Shares under
section 608(1)(a) of the
Corporations Act. Each other
Apollo Group Enity has a deemed
relevant interest in these
shares under sections 601(1)(b)
and 601(1)(c) of the
Corporations Act because they
control AIF.
280,366,971 fully paid
ordinary shares
AIF and each Apollo Group
Entity
As disclosed in section 9.8.2 of
the prospectus for the IPO, AIF
also has a deemed relevant
interest in the remaining
280,366,971 Shares referred to
in paragraph 1, which are held
by CIMIC Group Limited
(“CIMIC”). This relevant
interest arises under section
608(1)(c) of the Corporations
Act, because of provisions in
the escrow deed between AIF,
280,366,971 fully paid
ordinary shares

603 Page 2 of 4 15 July 2001

CIMIC, Ventia and others, a copy
of which is attached in the
Annexure to this notice,
relating to cooperation on any
sale of escrowed Shares
following expiry of the Escrow
Period under the escrow deed.
Each other Apollo Group Enity
has a deemed relevant interest
in these shares under sections
601(1)(b) and 601(1)(c) of the
Corporations Act because they
control AIF.

4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number of securities
AIF and each Apollo
Group Entity
AIF AIF
280,366,971 fully paid
ordinary shares
AIF and each Apollo
Group Entity
CIMIC CIMIC
280,366,971 fully paid
ordinary shares

5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the
substantial holder became a substantial holder is as follows:
Holder of relevant
interest
Date of acquisition Consideration (9) Class and number of securities

Cash Non-cash

AIF and each Apollo
Group Entity
None of the
Shares were
acquired in the
four months prior
to the day that
the substantial
holder became a
substantial
holder

6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
AIF and each Apollo Group
Entity
AIF and each Apollo Group Entity are associated under
section 12(2)(a) of the Corporations Act.

7. Addresses
The addresses of persons named in this form are as follows:
Name Address
AIF
Level 11, Suite 1, 61 Robinson, Robinson Road
Singapore 068893, Singapore
AIF VIII Asia
Intermediate, LLC
C/- Apollo Management L.P., 9 West Street, New York, New
York 10019 USA
AIF VIII Asia
Intermediate, LLC
Level 11, Suite 1, 61 Robinson, Robinson Road
Singapore 068893, Singapore
AIF VIII Euro Holdings,
L.P.
C/- Apollo Management L.P., 9 West Street, New York, New
York 10019 USA

603 Page 3 of 4 15 July 2001
Signature
print name Suzanne Spells capacity Authorized Representative
sign here
date November 23, 2021
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of
persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each
group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of
any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or
disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification
applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write
"unknown".
(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was
acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is co n d itional on
the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in
relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

603 Page 4 of 4 15 July 2001
Annexure
This is Annexure of 34 pages (including this page) referred to in Form 603 – Notice of initial substantial holder
given by AIF VIII Singapore Pte Ltd, AIF VIII Asia Intermediate, LLC, AIF VIII Asia-Pacific Investments Pte. Ltd.
and AIF VIII Euro Holdings, L.P.
Signed:
Name: Suzanne Spells
Date: November 23, 2021

3 General

97012750
Amending deed page 8

Annexure A
Amended and Restated Voluntary Escrow Deed

---

603 Page 1 of 4 15 July 2001

Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder

To Company Name/Scheme
Ventia Services Group Limited
ACN/ARSN
603 253 541

1. Details of substantial holder (1)
Name
Ventia Services Group Limited (Ventia)
ACN/ARSN (if applicable)
603 253 541

The holder became a substantial holder on
The holder’s current percentage relevant interest arose on
23 November 2021 when allotment and sale of shares in
Ventia’s initial public offering (“IPO”) was completed.

2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an
associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Fully paid ordinary
shares (Shares)
600,654,216 600,654,216 70.2%

3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial
holder became a substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Ventia and the registered
holders referred to in
paragraph 4 below (other than
CPU Share Plans Pty Ltd)
Deemed relevant interest under
section 608(1)(c) of the
Corporations Act, in shares held
by the registered holders
referred to in paragraph 4 below
(other than CPU Share Plans Pty
Ltd), arising from voluntary
escrow deeds in favour of Ventia
in the forms attached in the
Annexure (and, in the case of
the registered holding of Ventia
Services Group EIP Pty Ltd
referred to in paragraph 4
below, a deemed relevant
interest under section 606(3) of
the Corporations Act arising
because Ventia Services Group
EIP Pty Ltd is a controlled
entity of Ventia).
597,983,626 fully paid
ordinary shares
Ventia and CPU Share Plans
Pty Ltd
Deemed relevant interest under
section 608(1)(c) of the
Corporations Act, in shares held
by CPU Share Plans Pty Ltd,
arising because Ventia has the
power to direct CPU Share Plans
Pty Ltd in relation to the
2,670,590 fully paid
ordinary shares

603 Page 2 of 4 15 July 2001

disposal of these shares. These
are shares acquired by CPU Share
Plans Pty Ltd to enable the
grant of awards to participants
under the Ventia Incentive Plan,
as disclosed in the prospectus
for the IPO.

4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number of securities
Ventia, AIF VIII
Singapore Pte Ltd,
AIF VIII Asia
Intermediate, LLC,
AIF VIII Asia-
Pacific Investments
Pte. Ltd. and AIF
VIII Euro Holdings,
L.P.
AIF VIII Singapore
Pte Ltd
AIF VIII Singapore
Pte Ltd
280,366,971 fully paid
ordinary shares
Ventia and CIMIC
Group Limited ABN 57
004 482 982
CIMIC Group Limited
ABN 57 004 482 982
CIMIC Group Limited
ABN 57 004 482 982
280,366,971 fully paid
ordinary shares
Ventia and Ventia
Services Group EIP
Pty Ltd as trustee
for each participant
under the Executive
Incentive Plan No. 1
Ventia Services
Group EIP Pty Ltd
as trustee for each
participant under
the Executive
Incentive Plan No.
1
Ventia Services
Group EIP Pty Ltd as
trustee for each
participant under
the Executive
Incentive Plan No. 1
34,730,693 fully paid
ordinary shares
Ventia and four
individual
current/former
senior executives of
Ventia (not being
the CEO or CFO)
Four individual
current/former
senior executives
of Ventia (not
being the CEO or
CFO)
Four individual
current/former
senior executives of
Ventia (not being
the CEO or CFO)
173,333 fully paid
ordinary shares
1,085,658 fully paid
ordinary shares
1,000,000 fully paid
ordinary shares
260,000 fully paid
ordinary shares
Ventia and CPU Share
Plans Pty Ltd
CPU Share Plans Pty
Ltd
CPU Share Plans Pty
Ltd
2,670,590 fully paid
ordinary shares

5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the
substantial holder became a substantial holder is as follows:
Holder of relevant
interest
Date of acquisition Consideration (9) Class and number of securities

Cash Non-cash

Ventia and the
registered holders
referred to in
paragraph 4 above
(other than CPU
Share Plans Pty Ltd)
None of the
Shares were
acquired in the
four months prior
to the day that
the substantial
holder became a
substantial
holder

Ventia and CPU Share
Plans Pty Ltd
23 November 2021
$1.70 per
share

2,670,590 fully paid
ordinary shares

6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

603 Page 3 of 4 15 July 2001

Name and ACN/ARSN (if applicable) Nature of association
Ventia and Ventia
Services Group EIP Pty
Ltd
Ventia and Ventia Services Group EIP Pty Ltd are associated
under section 12(2)(a) of the Corporations Act.

7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Ventia and Ventia
Services Group EIP Pty
Ltd
80 Pacific Hwy, North Sydney NSW 2060

Signature

print name
Zoheb Razvi
capacity
Company Secretary
sign here
date

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of
persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each
group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5)
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of
any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
arrangement; and
(b)
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or
disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification
applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write
"unknown".
(9)
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was
acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on
the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in
relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

23 November 2021

603 Page 4 of 4 15 July 2001
Ventia Services Group Limited ABN 53 603 253 541
Annexure
This is the Annexure of 47 pages (including this page) referred to in the Form 603 – Notice of initial
substantial holder given by Ventia Services Group Limited (“Form 603”), being the:
•voluntary escrow deed in favour of Ventia entered into by Ventia, CIMIC Group Limited ABN 57 004
482 982, AIF VIII Singapore Pte Ltd, AIF VIII Asia Intermediate, LLC, AIF VIII Asia-Pacific Investments Pte.
Ltd. and AIF VIII Euro Holdings, L.P.; and
•form of the voluntary escrow deeds in favour of Ventia entered into by Ventia and each of the other
registered holders referred to in paragraph 4 of the Form 603 as having entered into voluntary escrow
deeds (other than CIMIC Group Limited ABN 57 004 482 982 and AIF VIII Singapore Pte Ltd) – these
voluntary escrow deeds are in identical form save for details related to the identity of the registered
holders and the numbers of shares subject to escrow.
Signed:
Name: Zoheb Razvi – Company Secretary
Date:
23 November 2021

3 General

97012750
Amending deed page 8

Annexure A
Amended and Restated Voluntary Escrow Deed

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia
GPO Box 4227 Sydney NSW 2001 Australia

T +61 2 9225 5000 F +61 2 9322 4000
herbertsmithfreehills.com DX 361 Sydney

Deed

Voluntary escrow deed

The party specified in Item 1 of Schedule 1 (Holder)
Ventia Services Group Limited

961252556
Voluntary escrow deed Contents 1

Contents
Table of contents
1 Definitions and interpretation 1
1.1 Definitions ................................................................................................................. 1
1.2 Interpretation ............................................................................................................. 3
1.3 Compliance with Listing Rules .................................................................................. 3
2 Escrow 4
2.1 Holder restrictions during Escrow Period ................................................................. 4
2.2 Escrow restrictions .................................................................................................... 4
2.3 Exceptions ................................................................................................................ 4
2.4 Notice ........................................................................................................................ 5
3 Termination 5
4 Warranties and acknowledgment 5
4.1 Giving of warranties .................................................................................................. 5
4.2 Warranties ................................................................................................................. 6
4.3 Acknowledgment....................................................................................................... 7
4.4 Survival of representations and warranties .............................................................. 7
5 Consequences of breaching this deed 7
6 Amendment 7
7 General 8
7.1 Governing law and jurisdiction .................................................................................. 8
7.2 Counterparts ............................................................................................................. 8
7.3 Further assurances ................................................................................................... 8
7.4 Notices ...................................................................................................................... 8
7.5 Time of Essence ....................................................................................................... 8
Schedule 1 9

96125255
Voluntary escrow deed page 1

Voluntary escrow deed
Date ► 2021
Between the parties

Company
Ventia Services Group Limited
ABN 53 603 253 541 of Level 8, 80 Pacific Highway, North Sydney
NSW 2060
Attention: Company Secretary
Email address: Zoheb.Razvi@ventia.com
Holder
The party identified in Item 1 of Schedule 1
Background
1 The Company intends to list on the ASX and undertake the Offer.
2 Certain Shares and other interests in the Company that the
Holder holds or will hold following the Offer will be held by the
Holder as Restricted Shares for the Escrow Period on the terms
set out in this deed.
This deed witnesses as follows:

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1 Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this deed are set out below.
Term Meaning
Allotment Date the date the Shares are issued pursuant to the Prospectus.
ASIC the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or the market it operates, as the
context requires.
ASX Settlement ASX Settlement Pty Ltd (ABN 49 008 504 532).
Business Day a day on which banks are open for business in Sydney, New South
Wales other than a Saturday, Sunday or public holiday in Sydney,
New South Wales.
Corporations Act Corporations Act 2001 (Cth).
Dealing in respect of any Restricted Shares, means to directly or indirectly:
1 sell, assign, transfer or otherwise Dispose of, or agree or offer to
sell, assign, transfer or otherwise Dispose of, that Restricted
Share or any legal, beneficial or economic interest in that
Restricted Share;
2 create, or agree or offer to create, any Security Interest in that
Restricted Share or any legal, beneficial or economic interest in
that Restricted Share;
3 enter into any option which, if exercised, enables or requires the
relevant security holder to sell, assign, transfer or otherwise
Dispose of that Restricted Share; or
4 do, or omit to do, any act if the act or omission would have the
effect of transferring effective ownership or control of that
Restricted Share or any legal, beneficial or economic interest in
that Restricted Share.
Deal and Dealt each have a corresponding meaning.
Dispose has the meaning given to that term in the Listing Rules.

1 Definitions and interpretation

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Term Meaning
Escrow Period the period set out in Item 2 of Schedule 1.
Government Agency any government (in any jurisdiction, whether federal, state, territorial
or local), or representative of a government (including any minister,
department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government or in which any
government is interested) or any governmental, semi-governmental,
administrative, fiscal, regulatory, self-regulatory or judicial body,
department, commission, authority, tribunal, agency, competition
authority or entity in Australia or in any part of the world. It includes
without limitation, ASIC, any non-government regulatory authority
including the ASX and any other stock exchange.
Holder the party specified in Item 1 of Schedule 1.
Holding Lock has the meaning in Section 2 of the Settlement Operating Rules.
IPO or Offer the Company’s proposed initial public offering of Shares pursuant to
the Prospectus.
IPO Completion completion of the sale and issue of Shares to investors in the IPO
under the Prospectus.
Issuer Sponsored
Subregister
the part of the Company’s register for Shares that is administered by
the Company (and not ASX Settlement) and records uncertificated
holdings of Shares.
Listing Rules the listing rules of the ASX and any other rules of the ASX which are
applicable while the Company is admitted to the official list of the
ASX, each as amended or replaced from time to time, except to the
extent of any express written waiver by the ASX.
Prospectus means the prospectus to be issued by the Company and SaleCo
dated and lodged with ASIC on or about 26 October 2021.
Restricted Shares the Shares specified in Item 3 of Schedule 1.
Restriction Deeds this deed and any other deeds between the Company and
shareholders applying restrictions similar to those in this deed.

1 Definitions and interpretation

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Term Meaning
SaleCo Ventia SaleCo Limited ACN 654 078 878.
Security Interest an interest or power:
1 reserved in or over an interest in any securities including, but not
limited to, any retention of title;
1 created or otherwise arising in or over any interest in any
securities under a bill of sale, mortgage, charge, lien, pledge,
trust or power, and
2 any agreement to grant or create any interest or power referred
to in paragraphs (1) or (2) of this definition.
Settlement Operating
Rules
means the operating rules of ASX Settlement.
Share a fully paid ordinary share in the capital of the Company.
1.2 Interpretation
In this deed including the recitals unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
(b) a reference to a party includes its successors, personal representatives and
transferees;
(c) words and expressions defined in the Listing Rules, and not in this deed, have
the meanings given to them in the Listing Rules;
(d) every warranty or agreement (expressed or implied) in which more than one
person is joined, binds them individually and any combination of them as a
group;
(e) references to "applicable law" include all laws and regulations of jurisdictions
applicable to the Company, or its related bodies corporate, as the case may be
(including the Corporations Act and any other laws and regulations of a
jurisdiction outside Australia), and rules, policies, official directives, orders or
requirements of any Government Agency, including the Listing Rules,
Settlement Operating Rules and the applicable listing requirements of the ASX,
except to the extent compliance is modified, waived or exempted in favour of a
person in the relevant circumstances; and
(f) the schedules form part of this deed.
1.3 Compliance with Listing Rules
For so long as the Company is listed on the official list of the ASX:
(a) notwithstanding anything contained in this deed, if the Listing Rules prohibit an
act being done, that act must not be done;

2 Escrow

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(b) nothing contained in this deed prevents an act being done that the Listing Rules
require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is
given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this deed to contain a provision and it does not
contain such a provision, this deed is deemed to contain that provision;
(e) if the Listing Rules require this deed not to contain a provision and it contains
such a provision, this deed is deemed not to contain that provision; and
(f) if any provision of this deed is or becomes inconsistent with the Listing Rules,
this deed is deemed not to contain that provision to the extent of the
inconsistency.
2 Escrow
2.1 Holder restrictions during Escrow Period
Subject to clause 2.3, the Holder must not Deal in the Restricted Shares during the
Escrow Period.
2.2 Escrow restrictions
The parties acknowledge and agree that:
(a) the Holder’s Restricted Shares will be registered and held for the Holder on the
Issuer Sponsored Subregister;
(b) the Company will apply a Holding Lock to the Restricted Shares as soon as
practicable after registration of the Restricted Shares on the Issuer Sponsored
Subregister and the Holder hereby agrees to the application of the Holding Lock
to its Restricted Shares; and
(c) the Company will do all things necessary to ensure that the Holding Lock is
released:
(1) to the extent necessary to permit Disposals of Restricted Shares
permitted by this deed; and
(2) in full at the conclusion of the Escrow Period,
including notifying ASX that the Restricted Shares will be released from the
Holding Lock, in accordance with the timing requirements set out in Listing Rule
3.10A.
2.3 Exceptions
Notwithstanding any condition to the contrary in this deed, during the Escrow Period:
(a) The Holder may Deal in any of its Restricted Shares if the Dealing arises solely
as a result of either:
(1) the acceptance of a bona fide third party takeover bid made under
chapter 6 of the Corporations Act in respect of the Shares, provided
that the holders of at least half of the Shares that are not subject to
Restriction Deeds, and to which the offers under the bid relate, have
accepted the bid; or

3 Termination

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(2) the transfer or cancellation of the Shares in the Company as part of a
scheme of arrangement under Part 5.1 of the Corporations Act,
provided, in each case, that, if for any reason any or all Restricted Shares are
not transferred or cancelled in accordance with such a takeover bid or scheme
of arrangement, then each Holder agrees that the restrictions applying to its
Restricted Shares under this deed will continue to apply and without limiting the
foregoing, the Holding Lock will be reapplied to all Restricted Shares not so
transferred or cancelled.
(b) The Holder may Deal in any of its Restricted Shares if the Dealing arises solely
as a result of a requirement of applicable law (including an order of a court of
competent jurisdiction).
(c) The Holder may encumber or transfer any (or all) of its Restricted Shares to a
bona fide third party financial institution (Financial Institution) as security for a
loan, hedge or other financial accommodation provided that any such
agreement with a Financial Institution must provide that the Restricted Shares
are to remain in escrow and subject to the terms of this deed as if the Financial
Institution were a party to this deed.
(d) The Holder may participate in an:
(1) equal access share buyback;
(2) equal access capital return;
(3) equal access capital reduction,
in each case made in respect of Restricted Shares held by it.
2.4 Notice
If the Holder becomes aware:
(a) that a Dealing in any Restricted Shares has occurred, or is likely to occur,
during the Escrow Period; or
(b) of any matter which is likely to give rise to a Dealing in any Restricted Shares
during the Escrow Period,
it must notify the Company as soon as practicable after becoming aware of the actual or
potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
details.
3 Termination
Subject to clause 4.4, this deed terminates if the Company is not admitted to the official
list of ASX by 31 December 2021.
4 Warranties and acknowledgment
4.1 Giving of warranties
The Holder gives the warranties and representations in clause 4.2 in favour of the
Company as at:

4 Warranties and acknowledgment

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(a) the date of this deed; and
(b) at all times until expiry of the Escrow Period.
4.2 Warranties
The Holder represents and warrants that:
(a) it has full power and authority, without the consent of any other person, to enter
into and perform its obligations under this deed (including, if the Holder has
entered into this deed as a trustee (Trustee), under the trust deed for the
relevant trust (Trust));
(b) it has taken all necessary action to authorise the execution, delivery and
performance of this deed in accordance with its terms;
(c) this deed constitutes legal, valid and binding obligations and, subject to any
necessary stamping and registration, is enforceable in accordance with its
terms;
(d) the execution, delivery and performance by it of this deed does not and will not
violate, breach or result in a contravention of:
(1) any applicable law, regulation or authorisation;
(2) its constitution or other constituent documents (or, if the Holder is a
Trustee, the trust deed for the Trust); or
(3) any agreement, undertaking, Security Interest or document which is
binding on it;
(e) other than acts permitted by clause 2.3, prior to the Escrow Period, it has not
done, or omitted to do, any act which would result in it Dealing in the Restricted
Shares in a manner that would take effect during the Escrow Period;
(f) other than Security Interests, interests or rights permitted by clause 2.3, the
Restricted Shares are beneficially held by it and are free from all Security
Interests and other third party interests or rights and will remain so during the
Escrow Period;
(g) other than interests permitted by clause 2.3, there is no person who has, or will
have at or immediately following completion of the Offer, any economic or
beneficial interest in the Restricted Shares;
(h) except as permitted by clause 2.3, the Holder holds the Restricted Shares as
set out in Item 3 of Schedule 1;
(i) as at the Allotment Date, the Restricted Shares are all the securities, economic
interests or other interests that the Holder has directly or indirectly in the
Company (other than any Shares acquired by the Holder under the Offer);
(j) if the Holder is a Trustee, the Trustee is the trustee of the Trust and, to the best
of its knowledge and belief, there is no proposal to remove it as trustee of the
Trust; and
(k) if the Holder is a Trustee:
(1) the Holder has the right to be fully indemnified out of the assets of the
Trust in respect of any liability arising under, or in connection with, this
deed and the right has not been modified, released or diminished in
any way. The assets of the Trust are sufficient to satisfy that right in
full and the Holder is not released or disposed of its equitable lien over
that trust; and

5 Consequences of breaching this deed

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(2) the Trust has not been terminated and there is no effective proposal
or requirement to wind up, deregister, terminate, reconstitute or
resettle the Trust.
4.3 Acknowledgment
The Holder acknowledges that a breach of any of the representations and warranties set
out in this clause 4 is a breach of this deed.
4.4 Survival of representations and warranties
The representations and warranties in this clause 4 survive termination of this deed.
5 Consequences of breaching this deed
(a) If it appears to the Company that the Holder may breach any of the foregoing
provisions of this deed, the Company may, and has undertaken to the joint lead
managers of the Offer that it will, take any steps necessary to prevent the
breach, or to enforce the deed as soon as it becomes aware of the potential
breach.
(b) If the Holder breaches any of the foregoing provisions of this deed, each of the
following applies:
(1) the Company may take the steps necessary to enforce the deed, or to
rectify the breach, as soon as practicable after becoming aware of the
breach; and
(2) the Company may, in addition to its other rights and remedies, refuse
to acknowledge, deal with, accept or register any sale, assignment,
transfer or conversion of any of the Holder’s Restricted Shares (this is
in addition to other rights and remedies of the Company).
(c) The Holder acknowledges and agrees that a breach by it of any of the foregoing
provisions of this deed could cause substantial commercial and financial
detriment to the Company and other third parties.
(d) The parties agree that damages would be an insufficient remedy for breach of
clause 2.1 and the Holder agrees that the Company is entitled to seek and
obtain an injunction or specific performance to enforce the Holder’s obligation
under clause 2.1 without proof of actual damage and without prejudice to any of
its other rights or remedies.
6 Amendment
This deed may not be amended without the prior written consent of the parties.

7 General

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7 General
7.1 Governing law and jurisdiction
(a) This deed is governed by the laws of New South Wales, Australia.
(b) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
courts of New South Wales, Australia.
(c) Each of the parties irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient
forum.
(d) Each of the parties irrevocably waives any immunity in respect of its obligations
under this deed which that party may acquire from the jurisdiction of any court
or any legal process for any reason including, but not limited to, the service of
notice, attachment prior to judgment, attachment in aid of execution or
execution.

7.2 Counterparts
This deed may be executed in any number of counterparts.
7.3 Further assurances
Each party must do all things and execute all further documents required to give full effect
to this deed.
7.4 Notices
A Notice is regarded as given by a party to another party, at the time of delivery of that
Notice to the address, or transmission of that Notice by email to the email address, which
is specified in the address of that other party, unless in the case of a transmission by
email:
(a) the machine or computer from which that Notice is transmitted indicates a
malfunction in that transmission; or
(b) that other party gives Notice within the next Business Day, to the first-
mentioned party, of an incomplete transmission to that other party of the Notice
of the first-mentioned party.
7.5 Time of Essence
Time is of the essence to this deed.

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Schedule 1
Details
Item
1
Holder [Name]
of [Address]
Attention: [Name]]
Email address: [Email]]
Item
2
Escrow
Period
The period ending at 4.15pm on the date on which the Company
releases its financial results for the period ending 31 December 2022.
Item
3
Restricted
Shares
All Shares held by the Holder as at the date of IPO Completion (other
than any Shares acquired by the Holder under the Offer), being
[insert] Shares.

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Signing page
Executed as a deed

Company

Signed sealed and delivered by
Ventia Services Group Limited
by
sign here ►

sign here ►

Company Secretary/Director Director
print name

print name

Holder

Signed sealed and delivered by
[Insert]
by
sign here ►

sign here ►

Company Secretary/Director Director
print name

print name

OR

Holder

Signed by
[Insert]

sign here ►

print name

Satisfaction of conditions for conditional market Confirmation of dispatch of Holding Statements

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.

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