Civmec Limited
Annual Report 2023

Plain-text annual report

ANNUAL REPORT 2023 FOR THE YEAR ENDED 30 JUNE 2023 COMPANY REGISTRATION NO: 201011837H Engineering Success ACKNOWLEDGEMENT OF COUNTRY Civmec acknowledges the Traditional Custodians and their Ancestors of the lands across Australia where we conduct our business. We recognise and respect their continuing connection to land, waters and community. We pay respect to all Aboriginal and Torres Strait Islander peoples throughout Australia, and to their Elders past and present. VALUES Our vision is to grow sustainably, delivering mutually beneficial outcomes for all stakeholders. Our culture, the way we think and operate, is underpinned by our values. Commitment Our individual commitment facilitates our success Innovation Our innovative approach drives continuous improvement Value Driven Our performance driven culture delivers value Make a Difference Our ability to influence and challenge drives sustainability Excellence Our pursuit of excellence makes us a world-class service provider Collaboration Our focus on working together drives sustainable partnerships CONTENTS 01 Business Overview 1.1 About Civmec 1.2 Executive Chairman’s Statement 1.3 Chief Executive Officer’s Report 1.4 FY23 Highlights 1.5 Financial Summary FY23 1.6 Board of Directors 1.7 Executive Team 02 Operational Review 2.1 Key Projects 2.2 Energy Sector 2.3 Resources Sector 2.4 Infrastructure, Marine and Defence Sector 03 Sustainability 3.1 Sustainability Reporting 3.2 Board Statement 3.3 Stakeholder Information and Materiality 3.4 HSEQ Integration 3.5 Health and Safety 3.6 Quality 3.7 Environment 3.8 People 3.9 Community 3.10 Stakeholder Engagement 3.11 Investor Engagement 04 Governance 4.1 Anti-corruption 4.2 Anti-competitive Behaviour 4.3 Taxation 4.4 Report on Corporate Governance 91 92 94 95 4.5 Task Force on Climate-related Financial Disclosures (TCFD) 122 05 Financial Statements 5.1 Directors’ Statement 5.2 Independent Auditor’s Report 5.3 Consolidated Income Statement 5.4 Consolidated Statement of Comprehensive Income 5.5 Statements of Financial Position 5.6 Consolidated Statement of Changes in Equity 128 134 142 143 144 145 5.7 Consolidated Statement of Cash Flows 146 5.8 Notes to the Financial Statements 148 06 Additional Information 6.1 Statistics of Shareholders 6.2 Notice of Annual General Meeting 6.3 Disclosure of Information on Directors Seeking Re-election 6.4 Corporate Registry 6.5 GRI Content Index 6.6 TCFD Index 6.7 Proxy Form 210 212 226 229 230 237 238 4 6 10 14 16 18 20 24 26 30 36 44 45 46 48 49 55 57 65 78 84 86 ABOUT THIS REPORT The purpose of this report is to provide stakeholders with information relating to Civmec Limited’s financial, operational and sustainability performance for the financial year of 1 July 2022 to 30 June 2023 (FY23). This report was approved by the Civmec Limited Board of Directors, also referred to as the ‘Board’, on 9 October 2023. Civmec Limited (Company Registration Number 201011837H) is the ultimate holding company of the Civmec group of companies. In this report, unless otherwise stated, references to ‘Civmec’, the ‘company’, the ‘Group’, ‘we’, ‘us’ and ‘our’ refer to Civmec Limited and its controlled entities. All references to ‘Indigenous’ or ‘First Nations’ people are intended to be inclusive of all Australian Aboriginal and Torres Strait Islander peoples. The information in this report covers all operational activities undertaken by Civmec. Our share of operations from joint venture projects is reported on a proportionately consolidated basis, unless otherwise stated. 1 ANNUAL REPORT 2023CIVMEC01 BUSINESS OVERVIEW 1.1 1.2 1.3 1.4 1.5 1.6 1.7 ABOUT CIVMEC EXECUTIVE CHAIRMAN’S STATEMENT CHIEF EXECUTIVE OFFICER’S REPORT FY23 HIGHLIGHTS FINANCIAL SUMMARY FY23 BOARD OF DIRECTORS EXECUTIVE TEAM 4 6 10 14 16 18 20 I W E V R E V O S S E N S U B I 2 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i Otway Offshore Phase 5 Project subsea structures With a diverse range of complementary capabilities, we offer clients innovative and efficient turnkey solutions 3 SustainabilityFinancial ReportAdditional InformationGovernanceOperational ReviewCIVMEC ANNUAL REPORT 2023 ANNUAL REPORT 2023CIVMEC ABOUT CIVMEC Building and sustaining Australia’s future through construction, manufacturing and maintenance. Since commencing operations in 2009, Civmec has grown to be Australia’s largest heavy engineering company and one of the country’s leading Tier 1 contractors, delivering world-class services to the Energy, Resources, Infrastructure, Marine and Defence sectors. Our complementary capabilities enable us to provide integrated, turnkey solutions to a wide range of clients. Listed on both the Australian Securities Exchange (ASX) and Singapore Exchange (SGX), we operate in Australia from a number of strategically located facilities and regional sites. Our main headquarters are in Henderson, Western Australia (WA), positioned on 200,000 square metres (m2) of oceanfront land within the Australian Marine Complex (AMC). In Newcastle, New South Wales (NSW), our riverfront facility sits on 227,000m², and we also have regional facilities in Port Hedland, WA, and Gladstone, Queensland (QLD). Construction of our new facility at Port Hedland is currently underway. When complete, it will provide additional employment and training opportunities for the local community, and enhance our service offering to clients in WA’s north-west. Practical completion is anticipated in FY24. We recently sourced a portion of land in Gladstone, subject to conditions, with the intention of developing a permanent Civmec-owned facility in the region to target future growth opportunities, particularly across the maintenance sector. We continuously strive for excellence in all aspects of our operations. Whether undertaking end-to-end site construction, complex manufacturing and assembly from our own facilities, or maintaining our clients’ valued assets on site, our team has a common goal to deliver superior quality outcomes on every project we undertake. Employing over 3,400 people, we take great pride in our commitment to health and safety – both physical and mental. We endeavour to attract and retain the best talent available, providing many varied opportunities across our wide range of sectors. We are making continuous efforts to become more green, investing in additional resources and prioritising sustainability, so that our long-term strategy delivers long-term value for all. Furthermore, we are engineering success. Success for our stakeholders. Success in sustainability. Success built upon a solid foundation of diverse and talented people, true innovation, and a genuine desire to be the best. 3,400 people employed by Civmec in FY23 129 apprentices, trainees, graduates and undergraduates I W E V R E V O S S E N S U B I 4 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i SABR Project Berth Replacement, Civmec Henderson 150 projects completed or underway in FY23 5 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC EXECUTIVE CHAIRMAN’S STATEMENT It is with great pleasure that I present the Civmec Annual Report for the financial year 2023 (FY23). In what has been a stellar year, I am pleased to report increased revenue, profit, and operating cash flow. Our order book was bolstered by significant contract wins, ending FY23 with a value close to A$1.15 billion. I am particularly proud this year of the collective efforts of our people, including the strong leadership team that has evolved and developed in recent times. Over the years, through the refinement and cultivation of our strategy, the company has matured and grown tremendously. As we continue our journey, I am confident that we are well positioned to deliver long-term, sustainable success for generations to come. This year marks the first that we have integrated our Sustainability Report into our Annual Report, a move that has streamlined both documents and affords our stakeholders a comprehensive view of our overall performance in a single report. Additionally, we have introduced our approach to the Task Force on Climate-related Financial Disclosures (TCFD) framework, a crucial step towards ensuring investor confidence in the area of climate change. Financial Performance From a financial standpoint, I am delighted to report a FY23 revenue of A$830.9 million, increasing from FY22 by more than A$21 million. We achieved a record earnings before interest, depreciation and tax (EBITDA) of A$109.1 million, as well as our highest net profit after tax (NPAT), which increased to A$57.7 million. I W E V R E V O S S E N S U B I 6 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i The Resources sector remained our biggest earner, as we continued to deliver some highly complex, high-quality projects on an impressive scale by Australian and, often global, standards. Energy, Infrastructure, Marine and Defence also delivered excellent results. Our resolute commitment to targeting maintenance opportunities saw us secure several long-term agreements and extensions of existing contracts, paving the way for future growth and exciting opportunities. We secured many new clients, completed major shutdowns and added new disciplines to our scope, such as rope access. In total, the value of all new and extended contracts in FY23 amounted to A$941 million. Through proactive management of our debt, meticulous project control, and astute cash flow management, we have significantly improved our balance sheet. We have also witnessed an increase in the value of assets and property, plant, and equipment (PPE) to A$476 million, instilling confidence in the long-term sustainability of our business. Dividends In a reflection of our robust financial position and order book, we improved shareholder return, doubling our interim dividend for the first half of FY23. This not only demonstrates our advancing maturity, but, with most of our major capital expenditures now complete, it accurately represents our confidence in our forward growth trajectory. The Board of Directors has recommended a final cash dividend of A$0.03 per share, subject to shareholders’ approval at our Annual General Meeting on 31 October 2023. This is a 50 per cent increase on the FY22 final dividend, and will bring the full-year FY23 dividend payment to A$0.05 per share, representing a 44% payout ratio. If approved, the dividend will be paid to shareholders on 14 December 2023. People I take great pride in knowing we are a significant Australian employer and training provider. Throughout FY23, over 3,400 people across the country were employed at Civmec. We also continued to invest in the training and development of our people by delivering approximately 1,700 units of training through our in-house Registered Training Organisation (RTO), which has continued to expand its training capabilities and certifications. As always, we remain steadfast in our commitment to the future of our business, and indeed Australia’s future, by investing in the nation’s developing talent. This year, we employed more than 120 apprentices, graduates and trainees, providing them with unparalleled opportunities to gain technical skills and experience across the variety of industry sectors we operate in. Our continued commitment to our workforce goes beyond the technical skills being taught and gives each of our people the ability to grow within our organisation, to fulfil their career aspirations, whilst developing our future leaders. Underscoring our dedication to diversity and inclusivity, we made headway in Indigenous engagement, particularly onsite, where Indigenous representation has improved. During a particular maintenance shutdown in November, ten per cent of Civmec’s personnel were First Nations. While I acknowledge we still have some way to go, I am pleased that we are creating genuine, tangible opportunities for our First Nations employees, their families and communities. 7 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC In recent years, we have committed to effective succession planning and nurturing the next generation of leaders, ensuring our business is sustainable and prepared for the long-term future. The results of these continued efforts were demonstrated when, for example, our Executive Group Manager – Proposals Rod Bowes retired last financial year and Peter Ricciardello transitioned into the role. It confirmed our belief that developing organic growth within the organisation is an extremely valuable approach, while also highlighting to our people that Civmec is a company of opportunity. Sustainability Our commitment to delivering sustainable value remains one of our key drivers as we endeavour to manage ESG (Environmental, Social, and Governance) risks and opportunities optimally. This year, we expanded our Sustainability team, appointing a dedicated ESG Lead to further integrate sustainable business practices throughout our operations. I am reassured that in the past year, particularly, we made significant progress towards our goal of integrating sustainable practices holistically into everything we do. We understand that we have a responsibility across all areas of the business to work effectively and efficiently. By delivering with precision and first-rate quality, we play our role in building Australia’s future, taking care to avoid the oversights that could lead to future energy and resource wastage. Governance Responsible governance is of paramount importance for us, and we take our responsibilities in this area seriously. Our commitment to transparency and accountability is evident in the findings of the Australian Taxation Office (ATO) audit, as well as a federal safety audit by Lloyds Register on our ISO certifications, conducted this year. On Civmec’s taxation practices, the ATO found our level of assurance to be ‘high’, a testament to the framework, policies, procedures and auditing practices we have put in place over a number of years. We also had positive outcomes from the federal safety audit, which led to our certifications being extended for the maximum available six-year period, a substantial achievement for all involved. In the ever-evolving cybersecurity landscape, we have bolstered our internal team and are now aligned with the Australian Signals Directorate (ASD) ‘Essential Eight’ security controls, emphasising our commitment to employing robust security measures across the business. I am also pleased to report that we increased our Defence Industry Security Program (DISP) assurance rating, reflecting our elevated security protocols and stronger protective measures. While I acknowledge what we have achieved, we nevertheless remain vigilant, constantly learning, adapting, and improving to safeguard our business and maintain the trust of our stakeholders. Future Looking ahead, we anticipate sustained and increasing demand for local manufacturing, boosted by ongoing public and private sector spend. An increasing number of our clients recognise the benefits of local production and the assurance this provides, particularly in light of global events, movement restrictions, and their associated costs over the past few years. We will persist in targeting recurring and sustainable revenue streams that deliver consistent growth to our top and bottom lines. With our current market position, we have an opportunity to be more strategic in our tendering processes, focusing on opportunities with established clients that require our multidisciplinary capabilities in proven delivery models. It is worth noting, the opportunity pipeline we are exposed to has depth across all of our operating sectors. Moreover, we continue to explore opportunities surrounding Australia’s clean energy transition and I am excited for us to contribute to developments in the green energy sector, particularly in the fields of hydrogen and lithium. With extensive exposure and experience already gained on lithium projects, combined with an increasing demand for battery-powered energy, I believe we are very well positioned to capitalise on emerging opportunities. In conclusion, I would like to take the opportunity to extend my sincere gratitude to the dedicated Civmec team, our valued suppliers, contractors, clients, investors, our loyal leadership team, and my trusted fellow Directors. It is through our combined efforts that we have achieved remarkable success in FY23, and I am confident that, together, we will continue to be successful in the future. James Fitzgerald Executive Chairman Civmec Limited I W E V R E V O S S E N S U B I 8 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i Iron Bridge Magnetite Project 9 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC CHIEF EXECUTIVE OFFICER’S REPORT I am extremely proud of our entire Civmec team for their achievements in FY23. In addition to our solid financial results, we performed to a high standard within all operational areas, continuing to deliver spectacular projects throughout the year. With extensions to existing contracts and new contract awards, we grew. With intelligent thinking, enhanced processes and teamwork, we improved. While doing this, we gave back – not just to our stakeholders, but to the wider Australian community, driving long-term sustainability. Overall, I feel the future is bright for Civmec across multiple fronts. Construction of our new Port Hedland facility is well underway and on track for occupancy in FY24. We have made inroads into establishing a stronger presence at our Queensland maintenance hub, with impending developments for an owned facility and operational growth plans in Gladstone. These developments will open up a range of opportunities for us in the maintenance and, potentially, construction sectors, and to a lesser extent within heavy engineering. They will also give us stronger local presence and demonstrate our commitment to the community. Through commitment and ongoing development, our culture is now evident in everything we do. It is what drives us and makes us a successful team, and I see it embraced across our offices, workshops and sites. I truly believe that our strong culture is what sets us apart from our competitors and leads us to be so well recognised as a value-driven company, consistently seeking and delivering value for all we work with, and for. I W E V R E V O S S E N S U B I 10 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i Business Performance Throughout FY23, we delivered and were awarded numerous contracts across our operating sectors, including significant maintenance awards of longer- term service agreements, all with growth potential. These awards and extensions are a testament to our past successes and the solid reputation we have as a Tier 1 contractor. Our Newcastle facility has again proven itself to be a highly successful section of the business, delivering major manufacturing projects, while also assisting our Henderson operations, thereby supporting our construction activities. Our east coast team consistently demonstrates their commitment to innovation, developing systems and processes for the utmost efficiency, and I am excited to see this part of the business flourish. In the maintenance space, we successfully delivered an increased number of large scale shutdowns, whilst continuing to enhance our service offering to clients requiring fast, cost- effective maintenance solutions. We continually refine our capabilities and team composition, which I believe has better placed us to secure long-term, recurring revenue streams in the sector. Our plan to grow our market share in public infrastructure works, predominantly roads and bridges, is also progressing in line with our ongoing growth strategy. In recognition of the accreditation requirements for this strategy, we continue our journey in gaining higher accreditation through the successful delivery of major infrastructure projects. This will give us future access to the larger scopes. People Our people are our greatest strength, and I firmly believe in the training, development and mentoring of those who demonstrate the correct attitudes. We have implemented retention strategies such as leadership development programs, general professional development programs, upskilling across all disciplines, a sensible approach to workplace flexibility, and visibility on succession planning and opportunities at all organisation levels. These efforts have helped us to retain senior leaders in critical roles, allowing us to prepare them for the next steps in their careers with Civmec. During the year, we contributed to the development of apprentices, trainees and graduates, while offering opportunities for career advancement to all of our employees through our various leadership and LEAD programs. In fact, many of the employees who attended development programs have since progressed from their initial appointments to higher roles within the business. There have been many effective re-organisation events in the year, and the restructuring of HSEQ under one manager has helped streamline some areas of auditing and general processes and procedures, proving beneficial to date. I am confident that we now have a strong group of leaders with invaluable experience and expertise in the way Civmec operates, including our well- structured executive team. In FY23, we made greater progress in achieving gender balance in our corporate office, achieving a ratio of approximately 50:50. While the disciplines we deliver have traditionally been male dominant, we continue to seek improvements in blue-collar gender ratios by promoting and celebrating gender diversity in construction, and the value it adds to our business overall. Sustainability During FY23, our Sustainability Committee led various initiatives, such as the installation of solar panels at one of our existing workshops, and the progressive changeout of handling equipment and lighting towers from diesel to electric. We recently commenced our fifth lithium project, a commodity that is critical to the battery industry. It is reassuring to know that, by having an extensive role in the development of these lithium mines and refineries, we are directly playing a part in supporting the future decarbonisation of the world’s energy supplies. With great buy-in from our divisional leads, we continued to make substantial progress in our sustainable growth strategy. Over the course of the year, each division identified areas for improvement to existing processes and opportunities for growth. One such area identified was equipment and technology. As a result, we are making renewed efforts to consistently replenish older equipment with newer technology, ensuring we remain current and at the cutting edge of efficiency from a plant and equipment perspective. We have continued our focus on corporate social responsibility to make a difference in our community. A personal highlight for me this year was participating in the CEO Sleepout for the fifth time, this time alongside two of my work colleagues. 11 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC Seeking support from our larger suppliers and with a structured marketing campaign, our aim was to generate optimal awareness of the extent and significance of the plight of homelessness in Australia, particularly throughout the city of Perth. I am extremely grateful for everyone’s support, which led to us surpassing our fundraising target and raising A$120,615 for Vinnies, who organise the entire event. On the night, we were officially commended for raising funds that led us to be the highest group and individual fundraisers in the state of Western Australia We remain committed to operating sustainably, with careful consideration given to ESG factors in everything we do. Vinnies CEO Sleepout 2023 Future Focus I am enthused to witness our investment into Port Hedland with the ongoing development of our workshop facilities, and I am confident that, over time, we will see solid returns for the capital invested. I believe this project will greatly benefit our north-west WA clients and create enduring value for the Port Hedland community, including local Indigenous and non-Indigenous people, as well as generate employment and training opportunities for the local residents. In addition to building the Port Hedland workshop facilities, we purchased established suitable housing in the area, providing our workforce with stable, fixed residences. It’s an investment that not only mitigates the availability risks of camp-style accommodation, it also demonstrates our true commitment to the town. We will continue to target projects that involve a variety of our disciplines in a single contract, allowing us to have greater control over the supply line, schedule, and ultimately, the project outcomes across safety, quality, schedule, and budget. Our sustainability journey will continue, and we are proud of the advancements we have made in this area to date, with much more to come going forward. Our goal, as always, remains to be the contractor of choice for clients, and the employer of choice for people. In conclusion, I would like to extend my genuine thanks to our people, everyone who wore the Civmec brand with pride, our delivery partners, clients, shareholders, the community, my fellow Board members, and the executive team for their unwavering support. I look forward to continuing our growth with all of you as we progress sustainably into the future. Patrick Tallon Chief Executive Officer Civmec Limited I I I Y T L B A N A T S U S R U O 12 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i Through commitment and ongoing development, our culture is now evident in everything we do Civmec Port Hedland groundbreaking ceremony 1313 SustainabilityFinancial ReportAdditional InformationGovernanceOperational ReviewCIVMEC ANNUAL REPORT 2023 FY23 HIGHLIGHTS Jul 22 • NAIDOC week celebrated across the company • Continued in the construction of major lithium refinery projects in support of Australia’s greener future Aug 22 • Jeans for Genes Day fundraiser held to support the Children’s Medical Research Institute • Launch of our new Civmec website, designed with all stakeholders in mind • Maintenance division gained IRATA (rope access) certification, increasing our capabilities and efficiency in maintenance Covalent Lithium Refinery Sep 22 • ‘Blue Arm Band’ initiative introduced in conjunction with R U OK? Day, in support of mental health Oct 22 • ‘Know The Line’ workplace behaviour program rolled out across the business • Continued participation in the Containers for Change recycling exchange program, with all proceeds donated to St Patrick’s Community Support Centre • Awarded Runner Up in the SIAS (Securities Investors Association Singapore) Singapore Corporate Governance Award (SCGA) 2022, Mid Cap Category for outstanding efforts in improving corporate governance and sustainability practices Nov 22 • First sod turned at our new Port Hedland facility in an event attended by Port Hedland Mayor Peter Carter, with a traditional smoking ceremony conducted by Alfred Barker • Joint winner of the Construction Technique/ Equipment Award at the 2022 Master Builders Association of NSW Excellence in Construction awards night I W E V R E V O S S E N S U B I 14 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i Dec 22 • Made and donated water filtration tanks to the Sione Foundation, assisting in ensuring fresh water is available to the people of Tonga • 2,000-tonne Civmec-made shiploader departed Henderson for Hay Point • Financial donations made to Anglicare WA and St Patrick’s Community Support Centre • Employees generously donated more than 100 kilos of food and non-perishables in our December food drive for Foodbank Jan 23 • Awarded A$330 million+ Western Range contract by Rio Tinto • Successful delivery of replacement spool pipe for John Brookes Repair Project in expedited timeline Mar 23 • Awarded approximately A$100 million in new contracts to carry out manufacturing, construction and maintenance activities for the Resources sector • International Women’s Day event held with guest speaker, AFLW West Coast Eagles vice-captain Dana Hooker • Hosted Tony Shaw of Indigenous Services Australia in a moving cultural awareness presentation • Participated in annual ‘Step Up to Clean Up’ for Clean Up Australia Day May 23 • Held Civmec Family Day, attended by more than 1,000 family members and friends • Installation of solar panels at our Stuart Drive workshop facility at Henderson • Celebrated our third recordable-injury-free month of 2023 at our Henderson facilities Feb 23 • Opportunity pool significantly increased in maintenance and capital works with acceptance onto BHP’s site engineering panel and the award of a non-exclusive Rio Tinto Aluminium ‘umbrella’ construction services panel agreement • Equipment donations made to the Men’s Shed to provide the underprivileged with access to technology • Skillhire apprentice award nights saw eight Civmec apprentices nominated, with two eventual winners • Purchased properties in South Hedland to provide high-quality accommodation for our Port Hedland employees Apr 23 • Launched fundraising campaign for the MATES Big Lap, in support of suicide prevention and mental health awareness June 23 • Raised A$120,615 to combat homelessness in the Vinnies CEO Sleepout • Provided employment for more than 3,400 people, including 129 apprentices, trainees, graduates and undergraduates in FY23 • Delivered approximately 1,700 training courses in 12 months, including internal leadership and development programs • Finished FY23 with record profits and a strong order book valued at approximately A$1.15 billion going into FY24 15 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC FINANCIAL SUMMARY FY23 15.4% increase FY23 EBITDA compared to FY22 In the financial year ended 30 June 2023 (FY23), the Group’s revenue increased to A$830.9 million, from A$809.3m in FY22, and net profit after tax (NPAT) rose by 13.7 per cent to A$57.7 million. Profit margins rose from 6.3 per cent to 6.9 per cent. Earnings before interest, tax, depreciation and amortisation (EBITDA) was A$109.1 million, an increase of A$14.6 million from the previous year’s results. Net cash generated from operating activities was A$122.8 million, cash and cash equivalents was A$70.4 million and borrowings finished at A$56.5 million. December 2022 saw the company’s net cash position return to positive. This is a notable achievement given the significant capital expenditure on Civmec’s west and east coast facilities in previous years, and taking into consideration the new assembly hall at Henderson was completed less than three years prior. Dividend payments made to shareholders also increased during FY23; therefore, to achieve a positive net cash position further demonstrates the strength of the business and the Group’s ability to manage cash flow effectively. The value of property, plant and equipment (PPE) rose from A$448.1 million to A$476.3 million and, at 30 June 2023, the Group had total assets of $774.5 million, net assets of $420.9 million and net asset value per share of 83.32 cents. Bolstered by sizeable contract awards from new and current clients across all sectors, together with existing contract extensions, the Group finished the year with an order book of A$1.149 billion. FY23 Financial Performance A$ million Sales revenue EBITDA NPAT Cash generated from operations Earnings per share (Australian cents) Final dividend per share (Australian cents) Order book EBITDA: Earnings Before Interest, Tax, Depreciation and Amortisation NPAT: Net Profit After Tax *as at 30 June 2023 ^as at 30 June 2022 FY23 830.9 109.1 57.7 122.8 11.42c 3.0c 1,149* FY22 809.3 94.5 50.7 36.2 10.11c 2.0 1,039^ CHANGE 2.7% 15.4% 13.7% 239.2% 13.0% 50% 10.6% I W E V R E V O S S E N S U B I 16 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i 13.7% increase FY23 NPAT compared to FY22 13.3% increase FY23 Net Assets compared to FY22 50% increase FY23 Final Dividend compared to FY22 DIVIDEND CPS (A$) NET ASSET VALUE (A$) FY23 FY22 FY21 FY20 CPS: Cents Per Share 5.0c 3.0c 1.0c 1.0c FY23 FY22 FY21 FY20 Operating Currency (A$) REVENUE (A$m) FY23 FY22 FY21 FY20 EBITDA (A$m) FY23 FY22 FY21 FY20 830.9 809.3 674.2 391.9 109.1 94.5 73.8 38.4 NPAT (A$m) FY23 FY22 FY21 FY20 ORDER BOOK (A$m) FY23 FY22 FY21 FY20 421m 371m 292m 263m 57.7 50.7 34.6 17.6 1,149 1,039 1,006 899 REVENUE BY LOCATION 4% 4% REVENUE BY SECTOR 13% 5% WA NSW QLD 92% Energy Resources Infrastructure, Marine and Defence 82% 17 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC BOARD OF DIRECTORS James Finbarr Fitzgerald EXECUTIVE CHAIRMAN James Finbarr Fitzgerald joined the Civmec Limited Board on 27 March 2012, bringing over 35 years of industry experience. In his role, he provides leadership to the Board, guides the company’s corporate direction, and ensures compliance with corporate governance procedures. James has been a Board member of the Centre for Defence Industry Capability (CDIC), a Defence Industry Policy initiative supporting Australian businesses in the Defence industry and enhancing sector-wide projects. He has also served as a Defence Panel Expert for the AusIndustry Modern Manufacturing Initiative. James is dedicated to philanthropy, particularly in youth training and development, which he considers a key aspect of the company’s growth and success. As an innovative leader, he actively engages in and encourages business improvement initiatives and enhancements to work methodology, aiming to enhance safety, quality, and overall business performance. Patrick John Tallon CHIEF EXECUTIVE OFFICER Patrick John Tallon was appointed to the Board on 27 March 2012 and is responsible for the establishment and implementation of strategic plans for the long-term sustainability of the overall business. He promotes a positive safety culture, focusing efforts toward individual wellbeing, both physical and mental. He supports a diverse workplace where everyone feels supported and safe, and has a strong advocacy towards those less fortunate in the community, from a personal and company perspective. He strives for and drives Civmec to continuously improve through many channels, including training and personal development, team building, demonstrating and encouraging leadership, operational innovation, improving productivity, and waste elimination programs to ensure a sustainable tomorrow within the business. Over the past 14 years, Pat has continuously sharpened his expertise across all of Civmec’s operating sectors, developing a keen understanding of stakeholder requirements at all levels. Pat actively contributes to the development of professional programs for employees and closely monitors grassroots operations, while overseeing the company’s overall operational and financial performance. He also actively engages with the community, supporting various charities and events, with a particular focus on the homeless. This year, Pat once again participated in the Vinnies CEO Sleepout, raising awareness and funds for homelessness. Kevin James Deery CHIEF OPERATING OFFICER/ACTING CHIEF FINANCIAL OFFICER Kevin James Deery was appointed to the Board on March 27, 2012, where he oversees the operational activity of the Group. His primary responsibility is to ensure a workplace that prioritises safety and to successfully deliver projects within strict quality, budget, and schedule expectations. With a Bachelor of Engineering (Mechanical) from Curtin University, Kevin possesses more than 30 years of experience in managing fabrication and construction projects for various clients throughout Australia. Currently serving as the acting Chief Financial Officer, he leads the company’s capable and seasoned accounts team. Kevin is known for his strategic and practical mindset, actively engaging in the evaluation of future opportunities and avenues for the company to achieve consistent and sustainable growth in the medium and long term. I W E V R E V O S S E N S U B I 18 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i Chong Teck Sin LEAD INDEPENDENT DIRECTOR Chong Teck Sin was appointed to the Board on 27 March 2012. He is currently an Independent Director of InnoTek Limited and AIMS APAC REITS Management Limited, and a Director of Civmec Construction & Engineering, Singapore Pte Ltd and Ranhill Pte Ltd. He has a Bachelor of Engineering from the University of Tokyo, and a Master of Business Administration from the National University of Singapore. On the Civmec Limited Board, he is the Chairperson for both the Audit Committee (AC) and the Risks and Conflicts Committee (RCC). Wong Fook Choy Sunny INDEPENDENT DIRECTOR Sunny Wong Fook Choy was appointed to the Board on 27 March 2012. He is a practicing advocate and solicitor of the Supreme Court of Singapore, and is currently a consultant with Wong Tan & Molly Lim LLC, a legal firm he co-founded in 1994. He is also an Independent Director of Mencast Holdings Ltd and InnoTek Limited. Sunny holds a Bachelor of Law (Honours) from the National University of Singapore. On the Civmec Limited Board, he serves as the Chairperson of the Remuneration Committee (RC). Douglas Owen Chester INDEPENDENT DIRECTOR Douglas Owen Chester was appointed to the Board on 2 November 2012. He was previously a senior Australian Government official and diplomat and, prior to his appointment, held the role of Australia’s High Commissioner to Singapore. He has served as an independent director of a number of listed companies. Douglas holds a Bachelor of Science (Honours) from the Australian National University. On the Civmec Limited Board, Douglas is the Chairperson for the Nominating Committee (NC). 19 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC EXECUTIVE TEAM Adam Goldsmith EXECUTIVE GROUP MANAGER – OPERATIONAL SUPPORT Adam Goldsmith joined the Group in 2017 and has made significant contributions to the company. He is a Fellow of the Royal Institute of Chartered Surveyors, and a Graduate of the Australian Institute of Company Directors with quantity surveying and construction law qualifications. He possesses over 25 years of extensive commercial and risk management expertise acquired through prominent Australian and UK enterprises. His profound knowledge and experience make him a valuable asset to the executive team. He has played a vital role in establishing robust contractual, commercial and risk management procedures and protocols while effectively aligning divisional strategies with the overarching goals of the organisation. Peter Ricciardello EXECUTIVE GROUP MANAGER – PROPOSALS AND GROWTH Peter Ricciardello is a seasoned engineering professional and a highly experienced manager, with more than 20 years’ experience across large scale engineering and construction projects. He is responsible for identifying and targeting new business opportunities, fostering existing client relationships, strategic planning and growth, and overseeing tendering activities for the business. With a strong grasp of operational matters, Peter possesses a solid understanding of the key requirements for successful project delivery. With his background, he is able to successfully engage and collaborate with our clients to position Civmec for future growth. Charles Sweeney EXECUTIVE GENERAL MANAGER – CONSTRUCTION As the leader of the Group’s construction division, Charles Sweeney has been pivotal in ensuring the successful completion of numerous key projects. Many of these projects leverage our diverse capabilities, and Charles has developed a deep understanding of the manufacturing processes that support construction initiatives. He is dedicated to upholding the highest standards in safety, quality, and productivity while prioritising the growth of the operations department and providing innovative solutions for clients. Charles has been with the company since its establishment, and he is also the designated nominee for the electrical and building licenses. I W E V R E V O S S E N S U B I 20 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i David Power EXECUTIVE GENERAL MANAGER – MANUFACTURING With over 15 years of experience in the construction industry, David Power has been a valued member of our company since 2011. Throughout his tenure, he has held various management positions and gained extensive expertise on a diverse range of major projects. David places emphasis on health, safety and quality in the workplace and is regarded as a technically and commercially focused business leader. Currently, David oversees the company’s manufacturing divisions nationally with market leading facilities on both the west and east coasts of Australia. He provides guidance and support to extensive project teams who he assists to continuously strive for high-quality outcomes, improved productivity efficiencies, and value-driven solutions for our clients. Mylon Manusiu EXECUTIVE GENERAL MANAGER – MAINTENANCE AND CAPITAL WORKS, REFINERIES AND SMELTERS Since 2015, Mylon Manusiu has been an integral part of the company. He is responsible for overseeing the maintenance and capital works division, specifically in relation to refineries, smelters, and the execution of minor projects. While primarily stationed on the east coast, he has played a vital role in expanding our maintenance services nationwide and securing long-term maintenance contracts. Drawing on his extensive experience of over 20 years, Mylon leverages his diverse expertise to ensure the efficient execution of maintenance, shutdown, and refractory works. He is dedicated to motivating his team to meet and surpass safety, environmental, and quality targets. 21 SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC 02 OPERATIONAL REVIEW 2.1 2.2 2.3 2.4 KEY PROJECTS ENERGY SECTOR RESOURCES SECTOR INFRASTRUCTURE, MARINE AND DEFENCE SECTOR 24 26 30 36 I W E V E R L A N O T A R E P O I 22 ANNUAL REPORT 2023CIVMEC 02 During FY23, we safely and successfully delivered some of the most spectacular projects in our history SABR Project Shiploader Replacement i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i O U R S U S T A N A B L T Y I I I 23 SustainabilityFinancial ReportAdditional InformationGovernanceCIVMEC ANNUAL REPORT 2023 ANNUAL REPORT 2023CIVMEC KEY PROJECTS Key Civmec projects completed or in delivery during FY23 Energy Resources Infrastructure, Marine and Defence CLIENT/OWNER 1 Baker Hughes for Beach PROJECT Otway Offshore Phase 5 Project – subsea structures Energy 2 Baker Hughes for Chevron Australia 3 Santos Jansz-Io Compression Project Subsea Compression Manifold Station (J-IC SCMS) – subsea structures John Brookes Repair Project – spool replacement 4 Subsea7 executed by Subsea Scarborough Project – subsea structures Integration Alliance 5 Woodside Energy 6 Yara Pilbara Nitrates 7 Albemarle 8 Alcoa Australia 9 BHP 10 BHP 11 BHP Mitsubishi Alliance 12 Covalent Lithium 13 Schlam and Austin Engineering 14 Glencore 15 IGO 16 Iron Bridge JV (IBJV) 17 Iron Bridge JV (IBJV) 18 Karara Mining 19 Newmont 20 Onslow Salt 21 Queensland Alumina Limited (QAL) 22 Rio Tinto 23 Rio Tinto 24 Rio Tinto 25 Rio Tinto 26 Rio Tinto 27 Roy Hill 28 Roy Hill 29 Talison Lithium 30 BHP Mitsubishi Alliance 31 Luerssen Australia 32 Main Roads WA 33 Transport for NSW 34 Fitzroy Bridge Alliance Five-year non-binding outline agreement, with two one-year extension options Nitrates facility – shutdown works Kemerton Lithium Expansion Project Calciner maintenance, major overhaul and repair services to Alcoa mines Nelson Point Car Dumper 3 (CD3) Replacement Project Port Debottlenecking Project Stage One (PDP1) – civils and bulk earthworks Shiploader and Berth Replacement (SABR) Project – shiploader replacement Lithium Refinery Project – construction and maintenance Dumper tray bodies Collinsville Open Cut – shutdown works Master Service Agreement – maintenance and project work Iron Bridge Magnetite Project – SMPEI Iron Bridge Magnetite Project – module fabrication – CV truss and trestles Maintenance agreement for Karara magnetite mine Maintenance and capital works at Boddington gold mine Capital works – workshop upgrade Mechanical maintenance works to support major shutdowns Western Range Project – primary crusher, conveyors and tie-in works Mesa A – SMPEI Mesa A – wet plant and fixed plant workshop Mesa A – heavy vehicle refuelling facility (HVRF) Maintenance and refractory term contract for Boyne Smelters Limited (BSL) Roy Hill ROM4 Crushing Station 5 – SMPEI Maintenance agreement for shutdown and maintenance support services for fixed plant assets across the Roy Hill Port (Facility) and PSA (Mine) Site maintenance work Shiploader and Berth Replacement (SABR) Project – berth replacement SEA 1180 Offshore Patrol Vessel Program Causeway Pedestrian and Cyclist Bridges Sydney Gateway Project Bridge SB31 and Viaduct New Fitzroy River Bridge Project LOCATION Henderson, WA Henderson, WA Henderson, WA Henderson, WA Karratha, WA Karratha, WA Kemerton, WA Pinjarra, Wagerup and Kwinana, WA Henderson, WA Pilbara, WA Henderson, WA and Newcastle, NSW Kwinana, WA Newcastle, NSW Collinsville, QLD South-east WA Marble Bar, WA Henderson, WA Mid-west WA Boddington, WA Onslow, WA Gladstone, QLD Paraburdoo, WA Henderson, WA and Robe Valley, WA Henderson, WA and Robe Valley, WA Robe Valley, WA Gladstone, QLD Pilbara, WA Pilbara, WA Greenbushes, WA Henderson, WA and Newcastle, NSW Henderson, WA Perth, WA Newcastle, NSW Henderson, WA I W E V E R L A N O T A R E P O I 24 ANNUAL REPORT 2023CIVMEC Singapore Registered Office E Newcastle NSW i B u s n e s s O v e r v e w i Port Hedland 10 6 22 20 5 D 27 16 28 14 24 25 23 18 30 34 31 32 A 1 2 8 4 23 17 7 29 11 3 9 24 19 12 Perth 15 Henderson WA O p e r a t i o n a l R e v e w i 14 21 C Gladstone 26 13 11 B 33 30 Newcastle LOCATIONS A Perth B Newcastle C Gladstone D Port Hedland E Singapore 25 SustainabilityFinancial ReportAdditional InformationGovernanceWANTSAQLDNSWVICTAS ANNUAL REPORT 2023CIVMEC Otway Offshore Phase 5 Project subsea structures ENERGY SECTOR The Energy sector proved to be a strong area of performance for Civmec in FY23, as we continued to deliver with quality, efficiency and innovation. Total revenue exceeded A$43 million, representing a 42 per cent increase on our previous year’s results. The award of two significant contracts by new client, Baker Hughes, allowed us to showcase our advanced capabilities in the subsea space. The first project included the fabrication, assembly and testing of three subsea structures for Beach Energy’s Otway Offshore Phase 5 Project. The structures, comprising more than 200 tonnes of components, were successfully delivered weeks ahead of the required loadout date, despite supply chain challenges compressing the project timeline. Our second project for Baker Hughes is part of the Jansz-Io Compression Project Subsea Compression Manifold Station (J-IC SCMS) for Chevron Australia. Civmec has been contracted to supply and fabricate a SCMS module, foundation and pig launcher/receiver. The works will include testing and delivery free alongside (FAS) for heavy lift ship loadout at the Australian Marine Complex, adjacent to our Henderson facilities. When complete, the SCMS module will be the largest subsea structure Civmec has built to date, weighing approximately 680 tonnes. Throughout FY23, we made progress on the subsea structure works for Subsea Integration Alliance (SIA) for the Woodside Energy operated Scarborough Project, completing 6 of the 13 mudmats, with other components in progressive stages of fabrication. In total, we will supply, fabricate, test and deliver 30 structures for the project, which will deliver gas from the Scarborough field to the Woodside Energy operated Pluto LNG facility. I W E V E R L A N O T A R E P O I 26 ANNUAL REPORT 2023CIVMEC We are three years into our five-year non-binding outline agreement with Woodside Energy to support their onshore and offshore production facilities and capital projects. This agreement has provided our manufacturing team with a range of minor works packages over the year, including the provision of miscellaneous spool piping works and structural steel fabrication. Two one-year extension options are available upon conclusion of the five-year term. Our maintenance division also secured work in the petrochemical sector, with the award of pre- turnaround work for Yara Pilbara Nitrates and a major shutdown of 120 personnel secured. In a remarkable testament to the capabilities and commitment of our team, in December, we undertook urgent fabrication of a 35-metre by 25-metre replacement spool that ties in the John Brookes Pipeline to the John Brookes Platform – a platform providing domestic gas supply into WA. With the platform inactive for the full duration of the scope, it was critical that the project was delivered to an accelerated timeframe. While a project of this nature could typically take up to six months to complete, with our dedicated team working across the Christmas period, in collaboration with our client, Santos, we were able to deliver the project successfully in just three and a half weeks – efficiently, safely and to our customary high-quality standard. With satisfaction amongst our Energy clients at their highest levels, and encouraging signs of optimism in the market, we believe Civmec is in an excellent position to capitalise on upcoming opportunities in the Energy sector, particularly in the manufacturing space. Our focus remains on achieving steady growth with our current clients, while seeking to continually broaden our client base with new and profitable contracts. A$43m total annual revenue for the Energy sector in FY23 42% increase FY23 Energy sector revenue compared to FY22 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i 27 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC ENERGY SECTOR continued Jansz-Io Compression Project Subsea Compression Manifold Station (J-IC SCMS) – Subsea Structures CLIENT Baker Hughes for Chevron Australia LOCATION Henderson, WA SCOPE Civmec was contracted to supply and fabricate the subsea structures for J-IC SCMS, including a module (with structural, piping and connection system), a foundation (with structure and connection equipment interfaces), and a six-inch subsea pig launcher/receiver (SSPLR) complete with structural, piping, valves and connection system. We will also be performing factory acceptance testing (FAT) and system integration testing (SIT) of the structures before delivery FAS at Henderson. Fabrication works are currently underway. 683 tonnes weight of SCMS module when complete 535 tonnes weight of SCMS foundation when complete I W E V E R L A N O T A R E P O I 28 ANNUAL REPORT 2023CIVMEC Otway Offshore Phase 5 Project – Subsea Structures i B u s n e s s O v e r v e w i CLIENT Baker Hughes for Beach Energy LOCATION Henderson, WA DURATION August 2022 – January 2023 Scarborough Project - Subsea Structures SCOPE Baker Hughes awarded us a contract to fabricate, assemble and test three subsea structures, including a 56-tonne flowline end termination (FLET), a 65-tonne flowline end manifold (FLEM) and an 81-tonne manifold, complete with integral spools, valves and subsea connectors. With the structures to be installed in the offshore field directly from loadout at Henderson, they required complete testing prior to loadout and were built to the most stringent quality standards. Factory acceptance testing (FAT and EFAT) activities were performed on all three structures within the Civmec assembly hall prior to loadout to the wharf, working in close collaboration with the client. CLIENT Subsea7, executed by Subsea Integration Alliance LOCATION Henderson, WA DURATION April 2022 – mid 2024 SCOPE Civmec was awarded a subsea structures contract by Subsea7 on behalf of the Subsea Integration Alliance (SIA) for the Woodside Energy operated Scarborough Project in FY22. The scope includes the supply, fabrication, surface treatment, testing and delivery of 30 structures for the project, including 13 mudmats, 7 inline tee (ILT) structures, 6 FLET structures, a riser base manifold and foundation, a 32-inch pig launcher receiver (PLR) and 16-inch PLR. Fabrication of 6 of the mudmats was completed in FY23, with other components in various stages of fabrication at our Henderson facilities. O p e r a t i o n a l R e v e w i 29 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC RESOURCES SECTOR The Resources sector delivered a record revenue of A$679 million in FY23, an increase of A$48 million on the previous financial year. With our wide range of blue-chip clients and proven delivery, the sector remains our highest performing, reinforcing our position as the go-to contractor for construction and maintenance in the Resources sector. Following the delivery of the civil and concrete package last year, we continued works on the Iron Bridge Magnetite Project throughout FY23. Our onsite scope includes the structural, mechanical, piping, electrical and installation (SMPEI) construction of the dry plant. Under a separate contract, we finalised fabrication, assembly and loadout of the project’s conveyor trusses and trestles, utilising both our Henderson and Newcastle facilities. The largest module ever built by Civmec, and one of the largest shiploaders built globally, was completed and shipped to Hay Point, QLD, in December. The Shiploader (SL2A) project for the BHP Mitsubishi Alliance (BMA) involved the fabrication, modularisation and commissioning of a 2,000-tonne, 52-metre-high shiploader. Again, we leveraged our well-equipped east and west coast manufacturing facilities to effectively complete the scope of works, including subsequent scopes that were added to the contract during its delivery. Final assembly and commissioning took place at Henderson before delivery free alongside (FAS) a heavy lift ship at the AMC. I W E V E R L A N O T A R E P O I 30 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i By late 2022, we had completed our scope at Mesa A, which included SMPEI of the wet plant, design and construction of the fixed plant workshop, and design and construction of the heavy vehicle refuelling facility (HVRF). In total, we delivered more than 10,000 tonnes of SMP manufactured items for the wet plant and 225 kilometres of electrical, instrumentation and communication cables. Our work at the Roy Hill ROM4 crushing station concluded in February, which entailed the complete construction of Crushing Station 5, from the ROM bin through to the transfer station. Delivery of major construction projects for BHP are ongoing, including the Car Dumper 3 (CD3) Renewal Project, which includes the fabrication and surface treatment of the CD3 cage structure and end rings and an added mechanical package. We also continued works on BHP’s Port Debottlenecking Stage One (PDP1) civil and bulk earthworks package at Nelson Point. During FY23, we made meaningful progress in the lithium space, with our major construction contract for Covalent’s Lithium Refinery in Kwinana progressing well. The substantial multidisciplinary works package involves structural and piping fabrication, SMP erection, refractory lining, insulation, and electrical and instrumentation (EI) installation works. The project is forecast to peak at 800 personnel during the construction. In May 2023, Albemarle announced it would build two additional processing trains at its Kemerton Lithium Plant, making it the largest investor in downstream lithium processing in Australia. In a testament to our successful delivery of the first two trains, we were awarded three subsequent contracts for various scopes of works on the expansion. A$679m total annual revenue for the Resources sector in FY23 Iron Bridge Magnetite Project 31 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC RESOURCES SECTOR continued Our scope on the Albemarle expansion project will include civil and concrete works, the fabrication of 25 carbon steel tanks, and the manufacture of kilns. Reinforcing our long-standing relationship with Rio Tinto, in January, we were awarded one of our biggest contracts to date: the A$330 million Western Range contract. Located around ten kilometres from Rio Tinto’s existing Paraburdoo operations, the works involve the greenfields construction of a new primary crusher and more than ten kilometres of overland conveyors, as well as brownfields tie-in to the existing Coarse Ore Stockpile (COS). The full vertical delivery package will utilise most of our in-house capabilities and provide employment for around 400 onsite and 150 offsite personnel. Plant, equipment, and a small team have been mobilised to site, with the works to be completed in FY25. Demonstrating our commitment to continually refining methodologies to optimise efficiency, we are pleased to report a sizeable increase in the production of dumper tray bodies from our Newcastle facility. In fact, dumper tray manufacturing output increased during FY23 by 57 per cent. Initially capable of producing less than two trays per month, the facility now produces approximately two per week for our clients. This success can be attributed to the team’s innovative approach, which has included designing specialised work areas, and optimising logistics at the facility. Schlam tray bodies assembled for clients in the Hunter Valley, NSW I W E V E R L A N O T A R E P O I 32 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i With the Resources sector remaining strong and Australian commodities in high demand, we have observed increased interest from clients regarding our capacity for their upcoming projects. Feedback from engineering firms is positive, which traditionally has been a strong indicator as to the magnitude of the upcoming pipeline. The lithium market is dynamic, presenting numerous opportunities in our fields of expertise. In the short term, our focus lies on carefully selecting and securing projects that align with our business objectives, maximising the utilisation of our multidisciplined capabilities in singular packages of work. Presently, we are prioritising our efforts towards the effective management of our current commitments rather than solely pursuing new work. With indications that labour availability will continue to improve, this strategic and structured approach to growth will allow us to effectively capitalise on opportunities as they come to light in the short and medium term. Civmec rope access crew performing maintenance In line with our strategic growth plan, we targeted a wide range of shutdown, refractory and capital works projects throughout the year, leading to several major maintenance awards. This included acceptance onto BHP’s WA iron ore operations site engineering panel – a three-year contract, with the follow-on opportunity for two one-year extensions – and the award of a non-exclusive ‘umbrella’ construction services panel agreement for Rio Tinto Aluminium, which is also a three-year contract. During FY23, Civmec performed a multi-million- dollar shutdown under our calciner maintenance term contract for QAL, involving refractory and mechanical maintenance works. Our presence at Roy Hill has continued to grow, with increased numbers of Civmec personnel now forming larger portions of the planned maintenance shutdowns across both the Port and PSA (Mine). At Covalent, our new rope access division delivered an innovative roof jointing solution to the multiple sections of the stockpile dome. Additional maintenance clients include Alcoa Australia, Fortescue Metals Group, Glencore, IGO, Newmont and Talison Lithium. We are pleased to have made significant inroads this year towards securing consistent employment for our maintenance workforce, a sustainability issue that is best overcome by gaining a broader range of clients and work across varying commodities. We consistently target repeatable, sustainable baseload works to drive recurring revenue in the sector. O p e r a t i o n a l R e v e w i 33 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC RESOURCES SECTOR continued Iron Bridge Magnetite Project – SMPEI and Module Fabrication CLIENT Iron Bridge JV (IBJV) LOCATION Marble Bar, WA DURATION August 2020 – late 2023 SCOPE Having completed the civil and concrete package last year, which comprised detailed earthworks and 53,000 cubic metres of structural concrete components for the dry plant, this year Civmec undertook the fabrication/modularisation package and SMPEI. This included the supply and modular assembly of 4,700 tonnes of conveyor, trusses, trestles and modules, structural, mechanical, module installation and hook-up of 30,000 tonnes of components, and approximately 630 kilometres of electrical and instrumentation works for the dry plant. Shiploader and Berth Replacement (SABR) Project – Shiploader Replacement CLIENT BHP Mitsubishi Alliance (BMA) LOCATION Henderson, WA and Newcastle, NSW DURATION August 2020 - December 2022 SCOPE Civmec was awarded a contract by BMA to fabricate, modularise and commission a 2,000-tonne shiploader for the SABR Project. The scope included the supply, fabrication, surface treatment, assembly and no-load commissioning of the shiploader. The majority of the work was undertaken at Henderson, supported by our Newcastle facility. I W E V E R L A N O T A R E P O I 34 ANNUAL REPORT 2023CIVMEC Roy Hill Port (Facility) and PSA (Mine) - Maintenance Agreement A$862m contract awards and extensions for the Resources sector in FY23 i B u s n e s s O v e r v e w i 8% increase total annual revenue of Resources sector FY23 compared to FY22 O p e r a t i o n a l R e v e w i CLIENT Roy Hill LOCATION Pilbara, WA DURATION 2022 – 2027 SCOPE In 2022, Roy Hill extended our Shutdown and Maintenance Support Services Agreement by an additional five years through to March 2027. Through this agreement, Civmec provides multidisciplinary shutdown and maintenance services for the fixed plant assets across the Roy Hill Port (Facility) and PSA (Mine). 35 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC INFRASTRUCTURE, MARINE AND DEFENCE SECTOR With strategically located, waterfront facilities in Henderson and Newcastle, Civmec offers a world-class resource and highly specialised services in prime locations for our Infrastructure, Marine and Defence sector clients. Throughout FY23, our expertise and broad range of services and capabilities has seen us continue to play key roles in the successful delivery of major national projects across the sector. Our integrated capabilities were displayed as we completed the Shiploader and Berth Replacement (SABR) Project – Berth Replacement – for the BHP Mitsubishi Alliance (BMA), which weighed approximately 11,000 tonnes at completion, made up of 54 individual modules. Fabrication and assembly of the majority of components were undertaken at Henderson, while our Newcastle facility undertook some technically complex works for the project, completing the fabrication, assembly and surface treatment of three dogbone ballast beams, weighing 540 tonnes. Works continued on the Sydney Gateway Project’s Bridge 31 (SB31) and Viaduct Span 6 and 11 girders, with completion and installation of the Span 11 girders and SB31. Fabrication of Span 6 is ongoing. In an example of innovation, we value engineered a solution for the client by taking what were originally designed as ten two-part girders (requiring extensive onsite welding and temporary I W E V E R L A N O T A R E P O I 36 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i works) and building them as five single-length girders instead, each measuring 55 metres in length and weighing 65 tonnes. We also developed a detailed transportation plan to move the sections from our Newcastle workshop to the Sydney site, saving the client substantial time onsite and delivering a safe, successful outcome. In what will undoubtedly become another iconic landmark in the city of Perth, we commenced works on the Causeway Pedestrian and Cyclist Bridges Project in early 2023 for Main Roads WA. The unique and striking design, which was influenced by a local group of First Nations Elders who worked with the alliance, includes one boomerang-shaped pier and two inspired by digging sticks. Once complete, the bridges will provide safer access for more than 1,400 cyclists and 1,900 pedestrians who use the path on the existing Causeway Bridge daily. In June, we were awarded a contract on the New Fitzroy River Bridge Project by the Fitzroy Bridge Alliance. The bridge, located in WA’s Kimberley region and previously damaged by storms, is a critical piece of infrastructure in the area, requiring accelerated delivery of all scope requirements. Civmec’s scope includes approximately 1,125 tonnes of bridge beams and 400 tonnes of piling. Work has commenced at our Henderson manufacturing facility, with completion forecast for FY24. As we continue in our delivery of blocks for the Royal Australian Navy’s (RAN’s) Arafura Class Offshore Patrol Vessels, we are continuing to refine our methodologies to maximise our productivity and safety. During FY23, we commenced construction of OPV6, with project milestones achieved on schedule and OPV7 commencement planned for early FY24. A$109m total annual revenue for the Infrastructure, Marine and Defence sector in FY23 SABR Project Berth Replacement 37 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC INFRASTRUCTURE, MARINE AND DEFENCE SECTOR continued In October, we attended Land Forces 2022 in Brisbane, showcasing the capabilities of the Australian Maritime Alliance (AMA), an alliance formed last year between Civmec and Serco, established to target Australian Defence opportunities, such as the Australian Army’s Land 8710 program. The AMA’s ‘Oboe’ design, submitted for Phase 1A of the program, was granted structural approval in principal in July 2022. The ‘Oboe’ is a state-of-the-art amphibious vessel, capable of carrying a diverse range of combat and support vehicles in service with the Australian Army and our allies. The AMA has since undertaken internal reviews of all aspects of the LAND 8710 1A solution, ensuring we stand ready to deliver for the Commonwealth, bringing Australian industry skills and expertise to the forefront. This year saw the release of the government’s Defence Strategic Review. Presently, there are many recommendations about increased SABR Project dogbone ballast beams en route to Hay Point requirements for the Australian Defence Force’s posture and structure. With this in mind, we are optimistic about the opportunity pipeline in Henderson for Defence-related work, which we see as an important medium to long-term growth area. We will seek to further expand our accreditations within the Infrastructure sector, growing and developing our solid reputation as a contractor of choice that can be trusted to deliver efficiently, innovatively, and to the highest of standards. 11,000 tonnes weight of completed SABR Project Berth Replacement I W E V E R L A N O T A R E P O I 38 CIVMEC ANNUAL REPORT 2023 ANNUAL REPORT 2023CIVMEC Sydney Gateway Project i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i CLIENT Transport for NSW LOCATION Sydney, NSW DURATION March 2022 – August 2023 SCOPE Following the successful delivery of the SB31 Bridge, Civmec was contracted to undertake works on the Viaduct. The scope includes the supply, processing, fabrication, assembly, surface treatment and delivery to site of large steel bridge beams, as well as the site splicing and installation of bracing for the two bridge spans. Each of the bridge spans contain 20 girder segments. Segments were manufactured into five 55-metre- long, 65-tonne girders and delivered to site at night. The girders are the longest steel girders delivered into metropolitan Sydney by Civmec. Causeway Pedestrian and Cyclist Bridges CLIENT Main Roads WA (MRWA) LOCATION Perth, WA DURATION April 2022 – late 2024 SCOPE The project will link the Victoria Park foreshore to Heirisson Island and the Perth CBD at Point Fraser with two cable-stayed bridges, spanning approximately 1,000 meters in length. Civmec is delivering the project in an integrated alliance with Seymour Whyte Constructions, WSP, and MRWA. The scope includes architectural and engineering design; fabrication and transportation to site of approximately 2,000 tonnes of complex steel structures; ground preparation, earthworks and piling for approach embankments; in-river works, including piling, pile caps and pylon structures; and structural erection and electrical installation. 39 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC INFRASTRUCTURE, MARINE AND DEFENCE SECTOR continued Offshore Patrol Vessels CLIENT Luerssen Australia LOCATION Henderson, WA DURATION 2018 – 2029 SCOPE Civmec continues to deliver high-quality blocks (steel sections) for the Royal Australian Navy’s Arafura Class Offshore Patrol Vessels. This financial year, we commenced construction on OPV6, with OPV7 due to commence in early FY24. 1.6 kilometres of steel girders and bridges delivered for NSW infrastructure projects I W E V E R L A N O T A R E P O I 40 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i 41 SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC 03 SUSTAINABILITY 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 SUSTAINABILITY REPORTING BOARD STATEMENT STAKEHOLDER INFORMATION AND MATERIALITY HSEQ INTEGRATION HEALTH AND SAFETY QUALITY ENVIRONMENT PEOPLE COMMUNITY 3.10 STAKEHOLDER ENGAGEMENT 3.11 INVESTOR ENGAGEMENT 44 45 46 48 49 55 57 65 78 84 86 I I Y T L B A N A T S U S I 42 ANNUAL REPORT 2023CIVMEC03 We strive to deliver sustainable growth and social value, with careful consideration of people, the environment and the economy. 43 ANNUAL REPORT 2023CIVMECSUSTAINABILITY REPORTING At Civmec, we are deeply committed to generating long-term sustainable value for our stakeholders while safeguarding the needs of future generations. We recognise that our continued success is intrinsically linked to the successful management of our environmental, social, and governance (ESG) risks, opportunities and obligations. Each year, we report on our sustainability performance, providing stakeholders with clear and transparent information about our approach, performance, strategies and goals. Our sustainability reporting processes are subjected to internal review, ensuring the accuracy and reliability of our sustainability disclosures and identifying areas for improvement. As a result, this year, we embarked on a program to capture the absolute data from all our facilities and projects. This process of data collection and reporting has resulted in a more comprehensive assessment of our overall performance. We disclose our impacts on people, the environment and the economy, reporting on sustainability in accordance with the Global Reporting Initiative (GRI) Sustainability Reporting Standards: Core Option, as we have since 2018. We continue to report to this standard because the wide range of material topics they encompass are the most relevant to our business. By consistently utilising these standards, we can effectively compare our sustainability progress and results over time, as well as with other comparable organisations. We support these standards in promoting greater transparency and accountability in sustainability amongst organisations across the globe. Civmec Limited has reported in accordance with the GRI Standards for the period 1 July 2022 to 30 June 2023. For ease of reference, a GRI Content Index is located on page 230 of this report. A$374 million contributed to the economy through wages and salaries A$298 million paid to local suppliers 22% reduction in absolute emissions intensity 26% reduction in absolute Scope 2 emissions CLICK or scan QR code to view our Sustainability Policy and learn more. I I Y T L B A N A T S U S I 44 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y BOARD STATEMENT We are pleased to present the Civmec Limited Sustainability Report within this year’s Annual Report as the company combines the two publications for the first time. This year, the report also includes Civmec’s initial assessment of climate-related risks and opportunities for the business, which aligns with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) framework, as required by the SGX. As part of Civmec’s alignment with the TCFD and efforts to improve governance of climate- related issues, the Board of Directors has undergone mandatory sustainability training with certified training providers. This ensures that we are developing a consistent understanding of how climate-related risks and opportunities affect the business. In addition, an external consultant was engaged to provide recommendations and assurance that these initial steps are set at an acceptable standard for our industry. Further information on our alignment with TCFD recommendations can be found on pages 122 to 125, and 237 of this report. As the Board, we are responsible for overseeing and monitoring the management by the executive team of material ESG factors that present significant risks and opportunities to the company. We consider sustainability issues in the business, provide strategic direction, and ensure that we are fulfilling our obligations to the ASX and SGX. During FY24, our sustainability agenda has remained steadfast, focusing on: • continuing to operate with integrity; • actively contributing to the success and welfare of our people and the communities in which we operate; • ensuring our operations have minimal environmental impact; and • achieving our HSEQ, people, community, governance and financial targets. We would like to take this opportunity to thank all stakeholders for their ongoing support and engagement as we continue this journey towards a sustainable and responsible future. Sincerely, Civmec Limited Board 45 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC STAKEHOLDER INFORMATION AND MATERIALITY We endeavour to improve our performance and increase disclosure in those areas of the business where we have the potential for the largest positive and negative impacts. Our materiality assessment conducted in September 2022 surveyed a diverse cross section of stakeholders, including members of the Civmec Board, management, and a randomised selection of employees and suppliers. The results of the survey indicated the top material issues for the business were: Anti-corruption Taxation Non-discrimination Occupational Health and Safety I I I I Y Y T T L L B B A A N N A A T T S S U U S S I I 464646 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Civmec is reviewing the design and process of our sustainability materiality assessments to improve information collected for FY24. In 2015, the United Nations agreed on 17 Sustainable Development Goals (SDGs) as part of its 2030 Agenda for Sustainable Development. As a supporter of the SDGs, we understand we can positively contribute towards these goals through our own sustainable business practices. At present, we believe we have the most influence and can make the most impact by reducing inequalities, ensuring responsible consumption and production, focusing on industry innovation, inclusion, resilient infrastructure, climate action and partnerships for the goals. We recognise that we have a greater ability to influence positive outcomes in some SDGs more than others. As you read through this report you will see the SDGs symbols referenced at the start of each section. The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact. United Nations Sustainable Development Goals 47 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC HSEQ INTEGRATION FY23 marks the second year since integrating our Health, Safety, Environment and Quality (HSEQ) divisions into one overarching division, which has resulted in a more consistent, structured and mature approach, and improved consolidation of our HSEQ management system. Many new roles created for the team have been filled organically, giving people within the company the opportunity to take on senior leadership roles. This includes the roles of Divisional Lead HSE and Divisional Lead Quality to support our construction and maintenance divisions, and a HSEQ Auditor role involved in all business activities. Some minor structural changes to the senior HSE and Quality roles within manufacturing on both the west and east coast have led to increased integration and collaboration between Facility Management and Corporate HSEQ Management, delivering positive outcomes. During the year, a full-time ESG Lead and Sustainability Advisor commenced with the business. We reviewed and updated several HSEQ operational level procedures, including isolation and tagging, lifting, scaffolding, hot work and equipment calibration. We also updated many of our HSEQ management system procedures, such as fitness for work, emergency preparedness and response, hazard identification and risk management, HSEQ documented information, and NCR and Corrective Actions. HSEQ presents to the executive team monthly, has strong participation at support services meetings and presents at several Board meetings. Going forward, our long-term focus will be to continue to refine and improve our standards and overall consistency of HSEQ functions across the facilities and sites. ISO Certifications Our performance is underpinned through compliance with our Health, Safety and Environmental Management System (HSEMS), which remains consistent with our business needs through regular reviews and updates of our risk registers and processes, and internal inspections audits. The HSEMS is certified annually to Lloyds international standards, ISO 45001:2018 (health and safety), and ISO 14001:2015 (environment), while our Quality Management System (QMS) is certified to ISO 9001:2015. HSEQ Audits In May, our annual ISO audits were conducted by Lloyds Register, covering not only our ISO 45001 certification, but also our ISO 14001 and ISO 9001 certifications. There were no non-conformances raised, which reinforces the positive systemic improvements we have made in the HSEQ area. I I Y T L B A N A T S U S I 48 ANNUAL REPORT 2023CIVMECS D G s ^ S a f e t y H e a l t h a n d I m p a c t o n i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y The Office of the Federal Safety Commissioner confirmed our risk rating was reduced from medium to low risk on the back of four successful audits over the past few years. This low-risk rating means our reaccreditation period has been extended to six years, from three, rendering our certification current to 30 October 2028. In October, we received an external HSE assurance audit covering the Henderson facility and corporate office. The audit report was positive, with each audited element compliant, and with only four recommendations for improvements identified. Our annual Weld Australia ISO 3834 certification audit was also completed at our west coast facility in October, resulting in no non-conformances (NCR) and just two opportunities for improvement (OFI). In November, our annual Steelwork Compliance Australia (SCA) certification audit was conducted on our corporate systems at our Henderson facility. For this, we received a good audit result with zero NCRs and one OFI. Also during the year, we conducted two crisis level exercises under the guidance of external consultants. The first was at an operational level and involved operational leaders from across the business. The scenario was based around a remote area traffic accident between a mine site and local town. The second scenario was held in May, involving a psychosocial crisis episode at an executive level, and bullying that escalated into physical and psychological harm to a number of people. Both drills equipped us with beneficial knowledge and experience. HEALTH AND SAFETY The health, safety, and physical and mental wellbeing of our people is critically important to Civmec. Above all, we want our employees to go home safely every night, with zero harm to themselves or each other, and feel well in mind and body. We operate under the philosophy of ‘Never Assume’, reminding our employees, contractors and visitors to never assume an action, workplace or condition is safe. It gives every single person the right and responsibility to stop work if they feel that any task carries a level of risk that they are uncomfortable with, or if they see an unsafe behaviour or working environment. It also encourages everyone to be part of the solution and take ownership of any safety concerns. Additionally, Civmec has six ‘Critical Safety Essentials’ – a set of mandatory rules that govern our behaviour and how we operate. These safety principles are communicated to employees in inductions and through marketing collateral. Further supporting our HSEMS is our onsite fitness-for-work health centre, as well as our Registered Training Organisation (RTO), which offers high-quality training specific to our safety processes. All Civmec employees undergo mobilisation inductions, with site workers also undergoing pre-start, re-starts during the day, toolbox and other regular safety interactions and training exercises. CLICK or scan QR code to view our Health and Safety Policies, and Never Assume Charter. ^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact. 49 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC nature of the Civmec business and opportunities for HSE graduates within the business, along with an overview of the Civmec HSE Graduate Program. A hand injury prevention workshop was held in January with project and facility leaders. The presentation provided an overview of previous hand injuries across the business in the past year and to look at engineering-based controls, new tooling and administrative changes to further reduce the quantity and severity of hand injuries occurring across the business. Our ‘Know The Line’ workplace behaviour program was introduced to address behaviours associated with gender discrimination and harassment, complete with mandatory training across all facilities and project sites. This is now a mandatory training for new starters, reinforcing our no tolerance approach. The training was accompanied by an intensive communications campaign, which included our own ‘Know The Line’ video and highly visible posters at our facilities and sites. At Civmec, we also offer ongoing reinforcement of positive safety behaviours, acknowledged through our employee reward and recognition programs. One of our May safety excellence raffle winners HEALTH AND SAFETY continued Health and Safety Initiatives Over the course of FY23, a number of initiatives were implemented or expanded. With dropped objects identified as a high risk, we introduced a dropped object prevention plan, putting in place a series of measures that aim to decrease the number of dropped object incidents. This is helping bring Civmec closer to our target of zero dropped objects. During December we rolled out our ‘Finish Strong’ campaign across the business, facilitated to drive an incident and injury free month at the year’s conclusion. The campaign was designed to encourage the completion of every day safely, one day at a time. A ‘Never Assume’ safety message was created for each day in December and used to start a conversation amongst the work crew on a relevant safety topic, ensuring people maintained their usual safety focus with the holidays approaching. Following this, our ‘Start Stronger’ campaign commenced in January with a 30-day focus to complete the month injury and incident free, which was marked on a calendar and posted on pre- start boards across our operations. Pleasingly, we noted a significant improvement, compared to the previous two Januarys, with an overall reduction in injuries and incidents across our projects and facilities. As a proactive health initiative, throughout March we provided skin checks at our medical centre in Henderson, free of charge, with a goal of promoting overall skin health and early detection of skin cancer. We also provided employees with access to free COVID-19 and influenza vaccinations. An annual management HSE review meeting was conducted in early September, attended by Civmec’s CEO, COO, executive team and other senior management representatives. The review covered statistical analysis, objectives and targets, auditing, legislative changes, resourcing, training and opportunities for improvement. An injury management and workers’ compensation awareness session was held with senior HSE project staff across the business. This session was co-facilitated with our insurance brokers, focusing on potential risk areas for the business and key controls to ensure the risks are managed. In August, the Group Manager HSEQ provided a presentation to the Curtin University HSE final year students. The presentation outlined the diverse I I Y T L B A N A T S U S I 50 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y February safety excellence reward raffle and barbeque at Henderson Health and Safety Performance In FY23, Civmec recorded a slight increase in the amount of hours worked. Pleasingly, despite this increase in working hours, we reported a 51% decrease in our lost time injury frequency rates (LTIFR) for the July to June period. Recordable injury rates improved across both our construction and manufacturing divisions throughout the year. The most notable improvement was across our manufacturing division. On the east coast, manufacturing achieved a full 12-month period without a recordable injury, including lost time injuries. Our west coast facility achieved four separate months of no recordable injuries in the second half of FY23, contributing to the overall reduction in recordable injuries throughout the year. Accomplishing multiple months without a single recordable injury is a remarkable achievement that highlights the proactive effort that has been put in by the whole team to drive sustained safety improvement in recent years. We understand how important it is to celebrate these collective efforts and satisfying results, and throughout the year we have recognised and rewarded our people with various at work and out of work social events, and voucher and gift giveaways throughout the year. 51% decrease in lost time injury frequency rate Our safety performance and key metrics are outlined in the tables below. Metric LTIFR per million hours worked AIFR per million hours worked Fatalities Fines and prosecutions LTIFR: Lost Time Injury Frequency Rate AIFR: All Injury Frequency Rate FY22 0.74 51.25 0 0 FY23 Target <0.5 <45.00 0 0 FY23 0.36 50.24 0 0 Result FY24 Target <0.5 <45.00 0 0 Metric Severity rate (lost days per million hours worked) Total 15.42 51 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC HEALTH AND SAFETY continued BODY PART INJURIES 29% 34% 6% 15% 16% Hands/fingers Eyes Legs/hips Back Other The main types of injuries were strains and sprains, which is consistent with industry trends for the type of work undertaken in construction, manufacturing and maintenance environments. We will continue to be proactive in our safety approach, with an aim to reduce injury incidences and severity. There were no fines or prosecutions for Health and Safety events during FY23. I I Y T L B A N A T S U S I 52 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Mental Health and Wellbeing At Civmec, we believe that mental health is just as important to our people as physical health. In 2021, we introduced our Mental Health Strategy 2021 – 2024, whereby a set of responsibilities was allocated within management and resources to facilitate the achievement of our strategy objectives. The strategy encompasses formal training and awareness of mental health and includes risk assessments to identify critical psychosocial risks and ensure appropriate control measures implemented. We have procedural documents to ensure corporate and operational level integration of requirements, and have continued our targeted auditing program to ensure implementation of the strategy is consistent across the business. Between February and May, our HSEQ Auditor commenced a series of ‘Mentally Healthy’ workplace audits. All projects and facilities were audited over a three-month period. This is part of the business’ plan to ensure that psychosocial hazards and risks are addressed, and coincides with the recent roll out of our ‘Know The Line’ training across the organisation. As we commence new projects, they are added to the audit schedule to ensure all projects are captured. Additional elements that support our strategy include: • our ongoing partnership with MATES in Construction, providing suicide prevention education and training, peer-to-peer support, individual case management and access to a 24/7 helpline; • the Civmec Employee Assistance Program (EAP), which is a confidential, free 24/7 helpline for employees and their families; • provision of mental first aid training to leaders in the Civmec business; • adding psychosocial components to our Fitness for Work, Emergency Preparedness and Response, and Crisis Management and Business Continuity procedures; • in addition to ‘Know The Line’ training, increasing the visibility of this initiative with posters across all offices, facilities and sites featuring QR codes for reporting of any workplace behaviour incidents; • continuation of our Blue Tree journey, which commenced in 2019 and continues across our sites, encouraging people to seek support when they need it; • participation in R U OK? Day, including implementation this year of our Blue Arm Band initiative; • zero tolerance on bullying, discrimination and harassment; • a buddy program for new starters; • early intervention programs on substance abuse; • prevention programs, including health assessments and pre-employment screenings; • access to education and training programs; • access to our Employee Benefits program – gym memberships, health insurance, travel discounts, financial advisory services; and • an onsite medical facility, active lifestyle programs, and injury management services to promote overall health and wellbeing. 53 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC HEALTH AND SAFETY continued Future Focus Following the successful achievement of our goals for FY23, we turn our health and safety focuses in FY24 to the following focus areas: • Investigating and implementing technology-based software programs to help prevent or reduce the frequency of musculoskeletal injuries across our facilities and operations. The technology will be used to assess body positioning and movement when conducting manual work or work in tight or restricted areas. • Continuing trials for a new training database, which commenced during February. This database allows for both the Training Needs Analysis and training records to be stored in one location, and for the training needs for specific job roles to be easily identified. It also allows client training requirements to be easily captured for specific projects. I I Y T L B A N A T S U S I 54 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y QUALITY At Civmec, delivering to the highest quality is a fundamental part of the way we do business, and crucial for sustainability. While this is integral to every project we deliver, it is even more important when considering the diverse range of technical and, often, highly complex projects we have extensive involvement in. We have a wide range of procedures to ensure the optimum management of quality, including a QMS manual, equipment calibration, and non-conformance and corrective action. In addition to the certification of our QMS to ISO 9001:2015, our facilities across Australia hold certification to ISO 3834.2:2008, ‘Quality requirements for fusion welding of metallic materials (Part 2: Comprehensive quality requirements)’, demonstrating that our welding management system meets the most stringent requirements. We also hold CC3 certification to the requirements of AS/NZS 5131:2016 ‘Structural Steelwork - Fabrication and Erection’. Our world-class project controls system, Civtrac, seamlessly integrates project delivery data from design through to commissioning, offering invaluable insights and controls. By leveraging Civtrac, we can ensure the timely and cost-effective delivery of a superior quality product. This year, we implemented the following quality- focused initiatives: • the review and update of quality procedures and processes, including calibration, non-conformance reports (NCR), our QMS manual and PQP template; • strengthened the quality leadership team with additional roles, such as a Quality Superintendent, Quality Systems Coordinator and Divisional Lead Quality; • increased integrity and benefits of review findings of NCR root causes, incorporating direct and indirect costs, and corrective action management; • enhanced the processes involved in supplier and subcontractor audits; and • built on the existing Civmec Quality Risk Register. Additionally, we made changes to enhance our customer feedback process. By improving our customer feedback collection process survey reports, we have experienced an upsurge in responses. Consequently, we are now receiving a comprehensive view of customer opinion, which allows us to more accurately measure satisfaction levels and identify areas for enhancement that help support our continuous improvement philosophy. In March, we held our annual quality management review meeting, involving the Civmec executive team. The Group Manager HSEQ presented quality information in line with the ISO 9001 standard. Subsequently, improvements were made to the QMS, including better management of calibrated equipment, review of quality management plans and the corporate quality risk register. 55 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC QUALITY continued Future Focus As we continue in our efforts to deliver to our clients a premium quality end product on every project, our future focuses in FY24 include: • the ongoing focus on the tracking and review of quality Key Performance Indicators (KPIs) at a project and facility level; and • achieving continuous improvement on the level of detail we capture for the management of Non Conformance Reports (NCRs). CLICK or scan QR code to view our Quality Policy and learn more. I I Y T L B A N A T S U S I 56 ANNUAL REPORT 2023CIVMEC S D G s ^ E n v i r o n m e n t I m p a c t o n i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y ENVIRONMENT This year, Civmec has greatly expanded our level of disclosure to improve our understanding of impacts and risks, inform strategies to reduce our environmental footprint, and increase our transparency with our stakeholders. This continuous improvement process aligns with our company values of excellence and collaboration. New disclosures include climate-related issues, energy and emissions estimations, and water consumption. Our HSEMS remains consistent with our business needs through regular reviews and updates of our risk registers and processes, and internal inspections and audits. Each year, to retain our Lloyds International ISO 14001:2015 certification, we must undergo a Lloyds audit. This year, Civmec received a solid audit result with no non- conformances identified. We ensure we are maintaining high operational standards at our project sites by administrating our own processes and procedures, while adhering to client expectations and striving to continuously improve and minimise our impact. We also adhere to local, state and federal environmental regulations. During FY23, we received no environmental fines, breaches and/or notices in relation to state of federal laws and regulations. CLICK or scan QR code to view our Environmental Policy and learn more. ^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact. 57 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC ENVIRONMENT continued Environmental Performance Metric Significant environmental incidents (>Level 4) Prosecutions and infringement notices Energy intensity (TJ/A$m)# Emissions intensity (tCO2e/A$m)# Recycling participation rate¹ FY23 Target 0 0 <0.17 <25.00 >70% FY23 Result 0 0 0.16 21.94 76% FY24 Target 0 0 NA* NA* >75% # Energy and emissions intensities are compared with targets set in FY22 and measured at manufacturing facilities only. * As of FY24, Civmec will be reporting absolute energy and emissions data. Manufacturing only data will no longer be reported separately. 1 Rate derived from total amount of materials recycled compared to total amount of waste generated, and measured at manufacturing facilities only. We recognise that strong environmental performance is a major component to the success, growth and sustainability of the company. • expanding our emissions data collection and reporting to include all Civmec projects and assets yards; In the pursuit of continual improvement, we researched, developed and implemented a series of initiatives to improve our environmental performance, reduce our impacts and make a positive contribution to the communities in which we operate, including: • investment in a solar PV system for our Stuart Drive asset yard; • design and assembly of a mobile solar and battery power unit, providing power for remote ablution blocks and storage sheds; • expanding the electrification of our forklift workshop carriers and site-based lighting towers; • incorporation of sustainability features in the design of our Port Hedland facility, including the use of GECA (Good Energy Choice Australia) certified building materials and water tanks; • collecting steel, aluminium and other scrap metals, cardboard, hard plastic packaging, batteries, waste oil, and various other items at our manufacturing facilities for a recycling program; • donating laptops destined for recycling to the Men’s Shed Wanneroo to upcycle to communities in need, also extending the life of the technology; • collecting bottles and cans at our Henderson facility and specific construction sites for a recycling program, with proceeds donated to St Patrick’s Community Support Centre; • participating in Clean Up Australia Day for the sixth consecutive year, this year collecting rubbish at Henderson and Newcastle; • continuing the promotion of an environmentally aware culture through ongoing training and communication across all levels of the business. Solar panels at Henderson Solar and battery powered remote ablution block I I Y T L B A N A T S U S I 58 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Clean Up Australia Day Climate Change Climate change is a complex challenge that has the potential to affect many facets of the Civmec value chain. We are committed to playing an active role in combatting climate change, through a strategic approach to emissions reduction. Our strategy includes understanding, assessing and managing climate- related risks to the business, and realising the opportunities, in order to create a smooth transition to a low carbon economy. In FY23, Civmec took the first steps towards aligning our systems and process with the TCFD. In doing so, we seek to provide greater transparency on how climate-related issues will affect the business, the opportunities that will arise in tackling climate change, some of which are already being realised (refer to case study overleaf), and how the company will address the complexity of climate change. Our inaugural TCFD report includes our current governance and risk management approach to climate-related issues, and high-level identification of climate risk, which could financially impact on our business. We also address our commitments to further develop our internal process in line with TCFD recommendations. As a top-tier construction company for the lithium refinery industry, we will continue to identify opportunities in the transition period and emerging markets, positioning the company as a supporter of an ethical transition to a low carbon economy. 59 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC ENVIRONMENT continued Case Study Contributing to a Low Carbon Economy In 2021, Civmec was awarded a major construction contract on Covalent’s new lithium refinery, situated 40 kilometres south of Perth in Kwinana. Our scope, which is expected to be completed in FY25, covers almost all fabrication, SMP and EI supply and installation at the refinery, a section of the concrete foundations, through to the kilns. Civmec fabricated the SMP at our Henderson facility. Installation of refractory lining for the calcine and acid roast portion was also performed off site. The calcine rotary kiln and calcine rotary cooler refractory installation is occurring onsite. Presently, Civmec has returned to the Kemerton lithium refinery for its Trains 3 and 4 expansion, undertaking civil works that include 25,000m3 of concrete, and fabrication of 25 carbon steel tanks and 8 kilns, with a combined weight of 900t. In addition, Civmec has provided maintenance services for Albemarle onsite, and maintenance services for Talison Lithium at their Greenbushes mine. These four processing facilities combined – for the Pilgangoora Project, Albermarle, Tianqi and Covalent – are forecast to produce around 150,000 metric tonnes of lithium hydroxide locally per year and 330,000–380,000 dry metric tonnes per year of spodumene concentrate for export. This can potentially make millions of electric vehicle and household batteries per year, and will significantly contribute to the increase in electrification needed to tackle climate change. With many countries pledging to phase out internal combustion engines and move towards a more electrified future, Civmec is very excited to be supporting this transition through our role as a responsible, success-driven contractor in lithium processing projects. Covalent Lithium Refinery Albemarle’s Kemerton Lithium Refinery Battery storage is a key component to the success of Net Zero Australia for electric vehicles and grid reliability. With large reserves of mineralised lithium, a low sovereign risk and a high calibre technical workforce, Australia is already seeing a surge in activity around battery storage. Civmec has become a significant contributor to supporting local lithium miners and refiners to expand their operations to meet global lithium demand. Civmec’s major construction role within the lithium processing industry began in 2017. Civmec was awarded the contract for the Tianqi lithium processing plant in Kwinana, and the lithium processing plant that now forms part of the Pilbara Minerals Pilgangoora Project, both in WA. The contract with Tianqi included the design and installation of the lithium processing monolithic refractory lining, which included more than 1,500 tonnes (t) of refractory materials. The Pilgangoora Project contract included civil, fabrication, structural, mechanical and piping (SMP), and electrical and instrumentation (EI), which included 1,200t of steel and 6,000 cubic metres (m3) of concrete. Two years later, in 2019, Civmec was awarded a multidisciplinary construction project for Albemarle’s lithium refinery in Kemerton, WA. The project provided a great opportunity to showcase our diverse range of services and included the civil concrete and SMP works for Trains 1 and 2 of the hydro-metallurgical process, offsite fabrication of a rotary kiln and cooler at our Henderson facility, and installation of refractory linings. In total, 24,000m3 of concrete was placed, more than 1,250t of refractory lining was installed and 6,800t of structural steel was used to complete the works. Civmec returned in 2022 in a maintenance capacity to perform refractory wear management with 3D laser scanning. I I Y T L B A N A T S U S I 60 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Energy and Emissions Energy Civmec has a track record of identifying opportunities to reduce operational energy use by using modern equipment that is more energy efficient and, where possible, substituting to more efficient energy sources. Steel manufacturing, construction, and maintenance projects are energy-intensive activities. The dominant energy sources are electricity and consumed gases during manufacturing, and the direct consumption of liquid fuels (primarily diesel) for plant operation during construction and maintenance activities. This year, to enable a better understanding of the Group’s overall consumption, we have extended our data collection for energy and emissions to include our construction and maintenance projects. Despite extending the data collection, the overall reported energy consumption reduced by 9 per cent (%). The reduction was primarily driven by an 18% reduction in electricity use by the manufacturing division, as a result of a decrease in the energy intensity associated with manufacturing contracts during the year. As part of our ongoing commitment to sustainability, we are actively exploring and researching the feasibility and benefits of renewable energy solutions, such as installing additional solar panels to reduce grid energy and decentralise electricity sources, and monitoring the market availability and price changes for electric plant and equipment to procure and transition to a lower carbon fleet. Changing the fleet will also assist clients in their emission reduction targets. EMISSIONS PROFILE BY DIVISION 1% 12% 3% 84% Manufacturing Construction Maintenance Asset yards Emissions Since 2018, we have been reporting Scope 1 and 2 emissions and intensity for our manufacturing facilities, Henderson and Newcastle. As part of the FY23 reporting period, we have expanded our data collection to include absolute Scope 1 and Scope 2 emissions across our broader business. We continue to support our clients’ emissions reporting and decarbonisation roadmaps by sharing our emissions contributions to their project Scope 1 emissions (which are our Scope 3 emissions). In doing so, we continue to adhere to emissions reporting standards in line with approved international protocols, including the Greenhouse Gas Emissions Protocol and Australia’s Clean Energy Regulator. A new addition to this year’s emissions reporting and management includes incorporating recommendations from the TCFD. Following detailed consideration internally, and through discussions with our clients, we identified the majority of our construction and maintenance emissions associated with fuel use are designated as Scope 3. As a result, the emissions profile continues to be dominated by Scope 2 emissions (77% of the absolute emissions) primarily associated with electricity use in the manufacturing division, whilst Scope 1 emissions now contribute to 23% of overall emissions. In order to better understand Civmec’s continuation of its emissions reduction, retrospective calculations were made on FY22 energy use and emissions to obtain a like-for-like comparison. The results indicate an overall reduction in Scope 1 emissions (6%) and a significant reduction in Scope 2 emissions (26%). The latter result is primarily due to the reduction in energy intensity of manufacturing contracts and the reduction in emissions factors in the Western Australian electrical grid. We have historically measured and compared the emissions intensity of our facilities, a normalised measure of CO2 emitted in tonnes (tCO2e) per million dollars of turnover (A$m). For FY23, our emissions intensity experienced a decrease of 22% compared to the previous fiscal year, despite an equivalent turnover. Again, this result is driven by the reduction in energy use in the manufacturing division. 61 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC ENVIRONMENT continued A number of specific additional actions were taken to reduce long-term emissions in FY23. We continued to replace our fossil fuel powered forklifts, and we now have 75% of the Civmec- owned forklift fleet now running on electricity. We installed a solar PV system at our Stuart Drive asset yard, which will allow us to reduce the yard’s emissions and grid energy usage by approximately 75%, the maximum possible reduction in grid connect electricity, given the time of day use of energy at the yard. We also concluded a feasibility study for a 600kW PV system at our Newcastle manufacturing facility and are in the process of transitioning the energy source at that location, which will be completed in FY24. Looking ahead, as we continue to focus on our role in the low carbon economy transition, during FY24 we will be establishing long-term goals and near-term targets for emissions reduction, along with supporting plans. To achieve these objectives, we will develop a specific working group, reporting to the Sustainability Committee, focused on identifying emissions reduction through greater resource use efficiency. The following table illustrate our facilities’ energy and emissions data, along with details addressing newly implemented targets. Metrics Energy Absolute Energy (TJ) Absolute Energy Intensity (TJ/A$m) Emissions Absolute Scope 1 GHG Emissions (tCO2e) Absolute Scope 2 GHG Emissions (tCO2e) Absolute Emissions Intensity (tCO2e/A$m) FY23 Performance FY22 Performance Change FY24 Target 58 0.072 1,662 5,523 8.87 64 0.077 1,747 7,424 11.33 -9% -7% -5% -26% -22% - TBC* - - TBC* Absolute energy and emissions are new metrics collected from FY23 onwards. FY22 figures were calculated retrospectively. * As part of our FY24 plan, we will be developing business specific targets which will give us comparable measures for future reporting. I I Y T L B A N A T S U S I 62 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Materials Recovery and Effluents Contributing to the growing circular economy through greater resource efficiency and effective waste management continues to be a focus for Civmec. In FY23, Civmec commenced reporting of a new metric based on the amount of materials diverted from landfall as a percentage of total waste (both hazardous and non-hazardous). The ‘materials recovery rate’ provides a metric for year-on-year comparison, which is less dependent on the volume and types of activities undertaken. Materials recovered include recycled metals, cardboard, concrete, paper, cardboard, hazardous wastes used in energy recovery (including waste oil and spent thinners), and upcycled waste streams (such as old computers that are repurposed). The table below includes waste and materials recovered from our two manufacturing facilities in Henderson and Newcastle, as well as our Henderson, Gladstone and Port Hedland asset yards, and Bibra Lake refractory facility. In some cases, construction and maintenance projects have waste managed by the client. In other cases, all waste materials are contained and removed from site for further processing by Civmec, unless the client has onsite waste management facilities. A nominal target of 2% improvement has been set for FY24. All waste data used in the preparation of this report has been provided by the relevant waste service providers. Materials Recovery Rate1 Manufacturing Refractory Asset Yards Overall Total FY23 87% 63% 15% 85% FY24 Target 89% 65% 17% 87% 1 Materials recovery rate is the total waste by weight that has been diverted from landfill as a percentage of total waste generated. 63 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC ENVIRONMENT continued Water Consumption FY23 marks our first year of disclosing water consumption figures. Manufacturing facilities’ water consumption, including office spaces and gardens, amounted to 15.8 megalitres (ML). Civmec also uses water in making refractory lining and the general operation of the asset yards. Where water was transported to projects it was primarily used for drinking and dust management. In most cases, the consumption of water at projects was managed by clients. In FY23, we installed a second smart water meter at our Henderson facility to assist in consumption visibility and identifying when a leak occurs. To better understand water consumption across our operations, we will continue to monitor water use and identify areas for greater water efficiency. Water Consumption Henderson and Newcastle (kL) FY23 15,831 Future Focus Going forward, we will strive to improve business operation practices where it impacts the environment, communities, and world around us. This includes ongoing improvement in our environmental management strategies and implementing new practices that meet our growing stakeholder expectations. Our key areas of focus include: • continuous improvement through mentoring and education in minimising our environmental impact at all Civmec facilities and sites; • building our alignment with TCFD recommendations, regarding the management of climate-related risks and opportunities, and disclosures; • investigating an emissions reduction pathway and a target that is science-based; • continuing to identify opportunities for utilising more efficient technology to drive greater resource and energy efficiency; • improving our processes for sustainability data collection across the business to further enhance transparency; • utilising data to support further initiatives in the reduction, reusing and recycling of waste materials and effluents; and • ongoing promotion and integration of sustainable business practices, including reducing our carbon footprint, improving environmental, social and governance, and improving efficiencies. We believe that by delivering on the above key focus areas, we will achieve our long-term sustainability goals, delivering valuable outcomes for the environment and our stakeholders. To achieve the goals and targets we have set, we intend to work collaboratively across our operational divisions and engage externally with clients, suppliers and other interested parties. Covalent Lithium Project I I Y T L B A N A T S U S I 64 ANNUAL REPORT 2023CIVMEC S D G s ^ P e o p e l I m p a c t o n i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y PEOPLE Our people are the foundation of our success. To ensure we continue to attract top talent and foster the growth of our current team, it is imperative for us to provide sustainable career pathways and development opportunities. Our business is diverse, operating in a number of sectors, with many varying but related disciplines, on a wide range of projects in different regions across Australia. This provides our people with access to a dynamic and multifaceted environment, in turn creating unparalleled opportunities for personal and professional growth. During FY23, we delivered on our future commitments from our 2022 Sustainability Report, including: • continuing our strong commitment to leadership training, including identification of high potential individuals and succession planning; • continuing to develop and refine our succession planning strategy, which is focused on three key areas – executive management, key operational roles, and diversity targets; • strengthening our position as an ‘employer of choice’ and adopting industry practices that allow us to grow our workforce sustainably; • continuing in the development of apprenticeship, traineeship and graduate programs; and • further strengthening our mental health systems and initiatives to ensure mental health and wellbeing is a continued focus. ^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact. 65 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC PEOPLE continued Having identified female participation in operational roles as an area of continued focus for growth, we continued to invest in actions to drive increased gender balance, including: • holding a Family Day at our Henderson assembly hall, which was attended by more than 1,000 employees and their families and friends; • focused recruitment campaigns; • further development and expansion of our formalised Graduate Program; • continuing our Defence Industry Pathway Program for trainees; • continuation of our Leadership Development Program, aimed at identifying and training those who seek to reach the highest levels; • ongoing commitment to our internal LEAD program for those operating in supervisory and leading hand positions; • expansion of the reward and recognition strategy, further considering the positive inputs of the direct workforce, implementing recognition mechanisms through management and peer-to-peer; • review of business management systems, such as Civtrac and our payroll software platforms, to drive continuous improvement and efficiency capitalisation; and • increasing participation in Vocational Education in Schools (VETiS). • strengthening partnership programs with key stakeholders, including clients, community groups and job networks, providing the foundation skills required for employment in our industry or pathways to higher level qualifications; • increasing opportunities through our Registered Training Organisation (RTO), with personalised training programs that provide flexibility and ease of access, which remove the barriers that discourage women from gaining the skills and knowledge required to enter our industry sectors; and • reviewed roles that can accommodate a more flexible roster, including part time and job sharing. We also implemented and further developed a range of initiatives over the course of FY23. These included: • delivering MATES in Construction mental health awareness and education training; • continuation of our FY22 reintegration employment program which provides opportunities for ex-prisoners to re-join the workforce; Employee of the Year 2022 I I Y T L B A N A T S U S I 66 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Employment As a significant Australian employer, we take great pride in offering a wide range of high-quality employment and training opportunities to people and communities. During FY23, we provided employment to over 3,400, including approximately 2,850 direct employees. Indirect employment occurs through our supply chains and extends out to regional areas, providing economic benefits to those communities. Temporary personnel are included in these statistics. Our employment performance and key metrics are outlined in the tables below. Metric Women employed (as total % of head office based employees) Women employed (as total % of all employees) Women in management roles (as total % of head office based management employees) Aboriginal and Torres Strait Islander representation (as total % of blue collar employees)+ Aboriginal and Torres Strait Islander representation (as total % of all employees)+ Apprentices employed FY23 49.57 9.38 11.11 0.94 0.82 96 FY23 Target Sustain FY22 result1 (49.01%#) Sustain FY22 result1 (8.88%#) Sustain FY22 result1 (12.81%#) Sustain FY22 result1 (0.89%#) Sustain FY22 result1 (0.82%#) 10% increase on number of apprentices from FY22 result (78#) Result FY24 Target Sustain FY23 result1 Sustain FY23 result1 Sustain FY23 result1 Sustain FY23 result1 Sustain FY23 result1 Sustain FY23 result1 # Highest percentage month 1 Strategy is to maintain current levels at a minimum + Estimated figure – identifying as Aboriginal and/or Torres Strait Islander is not a mandatory question during the employment onboarding process Vivian’s Story “ In 2021, I joined Civmec as a Graduate Engineer and am nearing the completion of my program in August this year. The mentorship and training generously provided by my managers and colleagues have been instrumental in my rapid growth and development. I am excitedly involved in the construction of Civmec’s new facility in Port Hedland, working alongside a lovely and professional team. My journey with Civmec has been nothing short of remarkable, filled with valuable experiences and rewarding opportunities. Vivian Graduate Engineer ” 67 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC PEOPLE continued Employee Benefits All Civmec employees have access to a range of employee benefits, including, but not limited to, offers and discounts on health, travel, automotive, insurance, goods and services. In addition to this, both full- time and part-time employees receive long service leave, access to paid parental leave, life insurance, and disability/invalidity coverage. Parental Leave Civmec’s parental leave scheme provides eligible employees up to ten weeks of paid leave across all regions following the birth or adoption of a child. Secondary carers may also receive up to two weeks’ paid leave. Les’s Story “ My time at Civmec started in January 2011 as their first storeperson when there was just one big workshop in Henderson. Not everyone could see the vision Jim and Pat had back then. I think people thought they were mad to build such a large workshop. But now, 12 years on, with all the new workshops and offices here, we can all see that vision they had. I am so proud and privileged to have been part of the Civmec journey, and grateful to be a part of the Civmec family. I’m also thankful to everyone here who has made my new job as a groundskeeper such a pleasure. My mother always used to say, “Always welcome the day and everyone with a kind word and a warm smile,” and that’s what I always try to do here. I try to lift people’s spirits as they come to work. I’m truly gifted to have so many beautifully wonderful friends I call my Civmec family. Les Groundskeeper ” I I Y T L B A N A T S U S I 68 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Training and Education At Civmec, we aim to attract, retain, and develop the right people. This includes providing valuable and diverse opportunities for learning, with training that is world class. By investing in our employees’ professional development, we ensure we are building a resilient and high-performing team. Training Civmec has its own Registered Training Organisation (RTO code 52645), nationally accredited through the Australian Skills Quality Authority (ASQA). Our training programs are designed to equip our workforce with essential skills, while fostering a culture of continuous growth and personal development. Throughout FY23, our RTO successfully delivered approximately 1,700 training courses. Our internal LEAD program continued to drive leadership development in operations, upskilling emerging leaders on the blue-collar side of the business. 127 employees took part in the program this year, which is delivered in-house through our RTO, with 57 undertaking the Leadership – Leading Hand course, 53 completing the Leadership – Supervisor course, and 17 completing a specialised S1, S2, S3 Supervisor course. Last year, we introduced our inaugural Leadership Development Program with the objective of shaping and nurturing the upcoming generation of leaders within our organisation. The initial phase, spanning six months (Phase 1), is intensive and focuses on evidence-based and action-oriented tasks. Following this, the subsequent six-month period (Phase 2) emphasises supplementary training and external courses tailored to address the specific development areas identified during Phase 1. This program is specifically designed for driven leaders who are already making a positive impact and aspire to reach the highest levels. Application was by self nomination, from which fifteen candidates were selected to participate in the program, with the first cohort successfully completing their program in early 2023. This year, we also launched our Civmec Career Pathways Program, aimed at developing the next generation. Applications opened in February to all Civmec employees. The courses on offer included; • Certificate IV in Business - Administration (18 months) • • Certificate IV in Work Health and Safety (12 months); Certificate IV in Leadership and Management (18-24 months); and • Diploma in Leadership and Management (18-24 months). We also added several new courses in FY23, including Translated – Work Safely at Heights (Mandarin), Mines Regulations – Schedule 26 Statutory Positions, Lead Investigator, Certificate IV in Work Health and Safety, Light Vehicle Operating, and Work Safe WA Approvals. In March, we lodged an approval with Work Safe WA, seeking to be recognised as an approved provider of Health and Safety Representative (HSR) training. The application was successful, enabling us to provide non-English speaking background (NESB) employees with opportunities to receive appropriate training and become HSRs for their colleagues. 69 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC PEOPLE continued I I Y T L B A N A T S U S I 70 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y SECURITY CONTROLS AND GOVERNANCE Our strategic alignment with the Australian Signals Directorate (ASD) Essential Eight security controls has been a fundamental part of our security efforts this year. By adhering to this Australian standard, we have established a baseline of security measures that align with national best practices. Alongside this, we have been diligent in assessing our supply chain to recognise and mitigate potential threats. We implemented strict measures to evaluate our service providers, assessing their security posture and compliance with our standards. We also engaged in comprehensive reviews of our subcontractors, adapting controls where necessary to ensure a cohesive and resilient security framework. Our improved Defence Industry Security Program (DISP) assurance rating is a testament to these enhanced protocols and underscores our commitment to a protective approach across every aspect of our business operations.. OUTLOOK Looking ahead, our efforts this year have set the stage for continued progress in cybersecurity assurance. We recognise that we are operating in an increasingly volatile digital age, where security risks are evolving, beyond the conventional boundaries of the past. Our efforts have set the stage for continued progress, but we remain aware of the challenges that lie ahead. We are committed to constantly learning, adapting and improving to stay ahead of threats and to ensure the ongoing protection of our systems, assets, and information. Cybersecurity In response to a rapidly changing digital environment, our commitment to identifying and understanding security risks has been a pivotal focus this year. By recognising the complex and evolving nature of the threats we face, we have established targeted security initiatives, designed to safeguard our systems, assets, and information. This year signified a strategic shift in our response to cybersecurity challenges with the inauguration of a specialised cybersecurity business unit. This core division demonstrates our commitment to business resilience and risk mitigation, focusing on bolstering our security posture against known and emergent cyber threats. TRAINING With the establishment of a dedicated cybersecurity team, we have significantly increased our security awareness and culture across the business, including the incorporation of specialised cybersecurity training into our operations. Throughout FY23, we executed twelve comprehensive monthly online training modules to educate our workforce on cyber threats and the best ways to detect and respond to them. In addition, we held nine awareness sessions directly to the executive team, ensuring that our leaders understand the cybersecurity landscape and are equipped to make informed decisions. For our high-risk teams, three additional specialised training sessions were held to strengthen their skills and prepare them to respond to any potential threats effectively. We also extended our reach to our blue-collar workforce with four specific sessions, including insider threat training, recognising their vital role in maintaining a safe and secure environment. The success of these training initiatives has been evident in our employees’ significantly improved reactions to simulated attacks. In addition to our training programs, we have conducted incident response planning and security event monitoring, elevating our capabilities and strengthening our management of cybersecurity risks. 71 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC PEOPLE continued Education Civmec continues to invest in the future of our industry, actively engaging 129 apprentices, trainees, graduates and undergraduates in FY23, including 103 apprentices. We regularly provide apprenticeship opportunities in various trades such as metalwork (boilermakers and welders), electrical work, carpentry, bricklaying, and surface treatment. Our traineeships cover a broad spectrum of sectors, enabling trainees to gain diverse experience. These traineeships encompass areas like business administration, human resources, payroll, quality control, and logistics. In 2023, eight Civmec apprentices were nominated in the Skillhire apprentice awards. The awards acknowledge the individual achievements of apprentices in areas, such as talent, work ethic and attitude. We were thrilled that two of our nominees went on to win in the categories of Best Second Year, and Best Fourth Year apprentices. We have continued to support the Defence Industry Pathways Program, attending related events and celebrating one of our graduates receiving a Trainee Safety Award for her time at Civmec. Furthermore, we continue to support and assist local schools and colleges by providing facility tours to students, allowing them to gain first-hand exposure to the wide range of occupations we support. We collaborate closely with educators on initiatives, such as work experience and career taster programs, participate in school career days and expos, engage with career advisors, and deliver presentations to students and their parents. It is crucial that we work together with our community, informing individuals about the opportunities we can provide and the potential for personal and professional growth and advancement within our organisation. Alpius’s Story “ I came to Australia from West Papua under a church program as an exchange student in 2009. Some members sponsored me to stay in Australia and study for two years. After this, I had challenges with trying to find a place to live, and I couldn’t secure work. I became homeless and lived out of my van for seven years. Eventually, I was fortunate enough to get a temporary role as a trade assistant with Civmec. One evening on site I was playing guitar outside of my dorm room up north. Pat Tallon was placed in the room next door. I didn’t know who he was. He approached me, we had a chat and then he offered me to apply for an apprenticeship so I could become a qualified tradesman. Here I am now, about to graduate as a qualified boilermaker welder and I am very grateful and happy to be working for Civmec. Civmec changed my life and helped me to get a roof over my head. Now I provide for my own future, while working with amazing people. Alpius Apprentice Boilermaker Welder ” I I Y T L B A N A T S U S I 72 CLICK or scan QR code to view our Access and Equity Policy and learn more. ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Career Development Civmec conducts annual performance and career appraisals for employees at the beginning of each year. This includes self-review, manager review, and face-to-face meetings to discuss assessment, progress, and future goals. The process identifies learning, development, and career opportunities that are tracked throughout the year. Our appraisals have led employees to pursue qualifications in a wide range of areas, including leadership, management, and workplace health and safety. We encourage open communication between employees and managers throughout the year to ensure mutual expectations are met. We are proud to now have 168 employees that have celebrated five-year tenure and 91 employees with ten-year tenure. Staff performing functions within administration, support services, operational support, project management and management receive regular performance and career development reviews. During FY23, 87 per cent of eligible employees participated in the formal performance and career appraisal process. Katrina’s Story “ I joined the Civmec team in 2011 as a HR Administrator while completing my University Degree in Human Resource Management. My initial role helped me gain practical experience in my field and helped set the foundations for my career. Over the past decade, I have been lucky enough to have witnessed the company’s growth, remembering the days when we were working out of a single fabrication workshop to what it is today, occupying multiple buildings across Australia. It is a testament to Civmec’s success, which I am proud to have been a part of. While working at Civmec, I have made some great professional relationships and achieved career highlights. In 2021, I became a Team Lead in the Recruitment department, which has given me the opportunity to mentor and guide our team members and contribute to the continued growth and success of Civmec. It’s hard to believe that it has been 12 years since I started this journey, and it’s thanks to a supportive management team who have created a great learning environment for me to thrive in. Katrina Team Leader Recruitment ” 73 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC PEOPLE continued Diversity and Equal Opportunity Civmec strives to establish a respectful workplace that fosters diversity, inclusivity, and equal opportunities. By embracing individuals from various backgrounds, ethnicities, ages, and experiences, we cultivate a positive work culture that enables everyone to grow and flourish. In efforts to improve gender diversity and embrace equity, this year we implemented several new initiatives, including staging our first major International Women’s Day event. Hosted by West Coast Eagles AFLW Vice-captain Dana Hooker, Dana shared with us her knowledge and experiences, drawing parallels between football and our own industry in an inspiring and thought- provoking presentation. Civmec will remain committed to providing a fair, inclusive and diverse working environment free from bias, stereotyping and discrimination. The following tables represent the breakdown of our employees by gender and age, aligning with the reporting categories of the Australian Government’s Workplace Gender Equality Agency (WGEA) website. Diversity As we aim for an inclusive and supportive workplace, our focus is on actively leveraging the diverse skills, talents, and perspectives of our workforce. We aim to create an organisation where everyone collaborates effectively, feels valued, and can contribute meaningfully. We achieved and then maintained 50:50 gender balance within the corporate office (~52.4% at peak) for most of the year. Female apprentices accounted for 5.7% of the overall intake, and female graduate intake was 7%. While we strive to increase these percentages, we are cognisant of the inherent limitations present within our industry and recognise that improving the percentage of women in blue collar roles is a journey that will take some time. Across the entire company, females accounted for 9.42 percent of all positions. These statistics are typical of operational and project-based site occupations; however we are optimistic that this will shift as more females join the construction industry at the grassroots levels. White Collar Under 30 years Metric Chief Executive Officer and Board Male Female Key Management Personnel/General Managers/Group Managers Male Female Managers Male Female Professionals Male Female Clerical and Administrative Male Female 2% - 16% 3% 10% 33% - - - - 30 to 50 years Over 50 years - - 82% 9% 55% 6% 44% 15% 17% 29% 100% - 9% - 34% 3% 16% 6% 3% 11% I I Y T L B A N A T S U S I 74 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y International Women’s Day at Henderson Blue Collar Metric Technicians and Trade Male Female Machinery Operators and Drivers Male Female Labourers Male Female Note: Apprentices are not included in the above statistics. Equal Opportunity The company is committed to ensuring women and men receive equal pay for equal work and this is reinforced within our remuneration principles. We will continue to undertake an annual remuneration review. If there are any apparent gaps, they will be analysed to ensure that such gaps can be explained with reference to market forces which may include, for example, different rates of pay in different industries; location and the relative supply and demand for different qualifications; individual performance; experience; and capacity of hours able to work. The company lodges its compliance reports with the WGEA annually. A copy of these reports may be obtained via the WGEA website. Under 30 years 30 to 50 years Over 50 years 11% 0.5% 5% 2% 23% 4% 54% 1% 44% 2% 43% 5% 33% 0.5% 45% 2% 22% 3% Non-discrimination We monitor the number of filed, addressed and resolved grievances regarding labour practices. Civmec’s confidential 24/7 whistleblowing line is available to all employees and external stakeholders for raising concerns. During FY23, there were two reports received through the whistleblowing system. These reports were related to the same grievance of an employee who felt unfairly treated. The reports were investigated and, following discussion between the parties concerned, a mutually satisfactory outcome was reached. 75 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC PEOPLE continued Cultural awareness presentation with Tony Shaw Indigenous Engagement As a Tier 1 contractor, Civmec is aware of the role we must play in the engagement of First Nations people in any areas of our business that present opportunities to do so. Our goal is to enhance Australian communities by offering structured opportunities that create significant, life-changing outcomes and success for First Nations employees and businesses. When it comes to employment, we take a holistic approach, providing support, training, buddy systems, recognition, ongoing work, trust, respect, and a positive work environment. By offering genuine opportunities to Indigenous people, we know the positive impact can extend well beyond the workplace to individuals’ families, friends, and communities. In FY23, 8% of our apprentices were of Aboriginal and/or Torres Strait Islander descent, and in a significant shutdown during the year, we achieved First Nations representation amongst our maintenance crew of approximately 10%. We are striving to improve overall representation, with Indigenous workers in blue-collar roles at 1.28%, and overall company representation at 1.06%. We have been actively engaging with local communities to establish pathways for Indigenous individuals to secure employment with us. By offering opportunities that include onsite experience and access to our RTO, we are witnessing leaders emerging. Our ultimate objective is to cultivate long-term success and sustainable outcomes by training and retaining a robust team capable of seizing opportunities on future projects and works. We strongly believe in developing mutually rewarding partnerships with Indigenous organisations wherever possible. In addition to partnering with Spartan First for pre-employment medicals, we engaged EWP Yalagan and Wirringulla Workforce for labour hire. We also utilised First Nations businesses for a range of supply and subcontracting opportunities, including logistics, fleet management, water supply, safety equipment and workwear. In addition to our annual NAIDOC celebrations, cultural awareness training was provided to senior leadership and HR professionals. The training was delivered to facilitate a better understanding of the adversity First Nations Peoples can sometimes encounter in the traditional recruitment process. It also provided information on various Indigenous cultures. During FY23, we also welcomed respected Aboriginal leader, Tony Shaw, to our Henderson facility, where he delivered a poignant cultural awareness presentation to many of our senior leadership teams. “ Spartan First endorses Civmec’s active Indigenous engagement through our positive working relationship to meet the health needs of their workforce, and their continued partnership supports our organisation’s growth ” Des Headland CEO, Spartan First I I Y T L B A N A T S U S I 76 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Future Focus Civmec will continue to focus on our people in the future, including: • continuing to provide ongoing training and professional development opportunities to our employees at all levels within the business; • continuing our commitment to leadership training, including identification of high potential individuals and succession planning; • continuing to develop our apprenticeship, traineeship and graduate programs, as well as ensuring our RTO is offering quality, relevant courses; and • building and improving on our overall diversity and Indigenous representation across the company. Further to seeking improvements on overall diversity, we will continue to drive initiatives specifically focused on increasing female participation, including: • targeted recruitment campaigns and reviewing occupations that can provide a more flexible roster, including part-time and job sharing; • strengthening partnership programs with key stakeholders, including clients, community groups and job networks, providing the foundation skills required for employment in the resource industry or pathways to higher level qualifications; and • increasing opportunities through our RTO, with personalised training programs that provide flexibility and ease of access, which remove the barriers that discourage women from gaining the skills and knowledge required to enter our industry sectors. CLICK or scan QR code to view our Diversity, Equal Opportunity, Aboriginal and Torres Strait Islander Peoples and Workplace Behaviour Policies. 77 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC COMMUNITY Vinnies CEO Sleepout 2023 Contributing to Local Communities Mental Health Complementing our year-round focus on mental health and wellbeing, we supported various mental health events and initiatives throughout the year. Some of these included R U OK? Day, Blue Arm Band initiative, blue trees on all sites, MATES in Construction Fly the Flag Day, MATES Big Lap, and Walk for Lifeline WA. By donating e-waste (computers and other technology) to the Men’s Shed for upcycling, we assisted in providing the underprivileged with access to technology to facilitate greater overall connection and wellbeing. By keeping mental health at the forefront of people’s minds through regular events and reminders, it is our aim that, if and when difficult times arise, there will be no stigma in seeking help and our people will be acutely aware of the resources available to them. ‘Going green’ for St Patrick’s Community Support Centre Employment During FY23, Civmec contributed approximately A$325 million in wages to workers across Australia. Our investment into the Port Hedland community with the construction of our new 5,000m2 facility and purchase of accommodation is already providing economic and social benefits to the local area through employment and business partnerships, including investment in teams and businesses that support diversity and Indigenous participation. Homelessness Civmec is a long-time champion in assisting the homeless. This year, CEO Pat Tallon took part in the Vinnies CEO Sleepout for the fifth time and became WA’s highest individual fundraiser, collecting close to A$100,000 for Vinnies. In total, the Civmec team exceeded our combined A$100,000 target, raising over A$120,000 – the highest amount raised by a team in WA and fourth highest, nationally. This is the second year Civmec was the highest fundraiser in WA for this event. Once again, we are incredibly grateful to everyone who supported us during this campaign to make a difference. Throughout the year, we also supported the St Patrick’s Community Support Centre, which provides accommodation, meals and other services to vulnerable and homeless members of the community. Along with a financial donation at Christmas time, we raised funds for them through a container recycling program, and collected money on St Patrick’s Day by giving employees an opportunity dress up in green for a donation in support of homelessness. I I Y T L B A N A T S U S I 78 ANNUAL REPORT 2023CIVMECS D G s ^ C o m m u n i t y I m p a c t o n i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Food and Water During December, we held a donation drive to collect food and other non-perishables for Foodbank’s Christmas appeal. In total, we delivered 126 kilos of food to the charity, allowing Foodbank to create hampers at Christmas time for people in need. Sione’s Foundation is another worthy charity we supported this year, which exists to improve the living standards of the people of Tonga. Civmec fabricated and donated filtration tanks to the foundation after a volcanic eruption affected water supply, ensuring the community has reliable and consistent access to clean water. Foodbank donations Women and Children The youth of Australia are our future, and deserving of our time and resources. This year, we hosted several school group tours of our facility, as well as attended college open days, providing career advice and information, and the opportunity to ask questions and have first-hand, real-world experiences at our facilities. We supported Children’s Medical Research by taking part in Jeans for Genes day, where our employees wore jeans and made donations which will help find cures for children’s genetic diseases. Anglicare donation Our Gladstone team supported the Zonta Club of Gladstone in their 16 days of activism against violence to women and girls. To celebrate the 50th anniversary of the Pannawonica Nungarin School, Civmec made a donation to the school, which was acknowledged with a ‘Civmec’ logo on the pavers within the grounds. We are happy to continue our support of educational environments in regional communities. Additionally, we made a financial donation to Anglicare WA at Christmas, who visited our Henderson facilities to educate us about their Young Hearts Foundation, a child counselling service that provides a safe and supportive environment for children who have been impacted by domestic violence. We are proud to support such an important service. Sponsorships Civmec places great importance on giving back to the community and providing support through sponsorship to many local clubs and events. We were thrilled this year to support a wide range of groups and charities, such as two worthy cancer fundraising events – the MACA Cancer 200 Ride for Research, and the Port Hedland Well Women’s Centre Pink Pilbara Breakfast. We also sponsored the Boyne Tannum Sharks, Perth Irish Rugby Club, Claddagh Association, and Rockingham Catalpa Festival, in addition to many other worthy causes. Jeans for Genes Day ^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact. 79 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC COMMUNITY continued Contributing to Local Industry Civmec is dedicated to supporting the growth and development of local industry, providing approximately A$3003 million of work to local suppliers in FY23. We are an active member of a variety of industry bodies and associations, including: • Australian Steel Institute; • Chamber of Commerce and Industry WA (CCIWA); • Energy Club WA; • Hunter Connect • Industry Capability Network; • Industrial Rope Access Trade Association (IRATA) • Mining & Energy Services Council of Australia (MESCA); • Rockingham Kwinana Chamber of Commerce; • Subsea Energy Australia; and • WA Mining Club; In June, we also sponsored the CCIWA’s annual construction industry dinner, which brings together leaders and representatives from the construction, resources and mining sectors. 3 Local suppliers were identified based on distance from our facilities and sites as follows: Henderson <100km, Newcastle <50km, Kemerton <25km, Gladstone, Port Hedland and Karratha <20km Australian Industry Participation Civmec acknowledges the impact our procurement practices have on the sustainability and long-term wellbeing of the communities we operate in. Wherever possible, we aim to source and select Australian subcontractors and suppliers that align with our environmental, economic and social objectives. We provide full, fair and reasonable opportunity for local industry to take part in all activities, maximising local industry participation where subcontractors and suppliers are capable and competitive on the basis of OHS, environment, quality, delivery and value-for-money standards. We support economic inclusion where possible through partnerships with small and medium-sized suppliers and Indigenous businesses in the local community. Our Australian Industry Participation (AIP) Policy further details our commitment to the sustainability of local industry, including: • developing project-specific AIP plans; • providing early and fair opportunities to all local industries; • developing and implementing our communications strategy for local industry so that they are informed at the earliest opportunity of upcoming subcontractor/ supply opportunities; • ensuring local capabilities are considered when planning work scope to optimise opportunities for local businesses; • providing training and development opportunities for local providers in order to enhance their sustainability; • giving added consideration to tenderers that use the greatest local content in labour and materials; and • working with government, industry bodies and communities to improve local industry participation, capability and competitiveness. CLICK or scan QR code to view our Australian Industry Participation Policy. I I Y T L B A N A T S U S I 80 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Modern Slavery Respecting and promoting human rights is fundamental to how we operate. We know the line and have policies and procedures in place that protect and empower our workers. We have committed to increasing the visibility of modern slavery risks in our supply chain, so we can work with suppliers to reduce that risk. This action aligns with SDG 8 – Decent Work and Economic Growth. During FY23, we updated our processes to contain specific measures to address modern slavery. This included our procurement procedure, subcontractor pre-qualification procedure, pre-qualification questionnaire, vendor information form, tender bid evaluation, project specific subcontract/agreement and purchase terms and conditions. In order to improve our understanding of modern slavery risks within the supply chain, we contacted our major Tier 1 suppliers from different sectors. A questionnaire, which was aligned with government recommendations and the Social Responsibility Alliance (SRA), was distributed to suppliers to determine: • the visibility of their supplier chain, • the degree of implementation of policies, procedures, and contractual terms and conditions they have in place that prohibit modern slavery, tracking, child labour, debt bondage, discrimination in their operations; • the degree of implementation of policies, procedures, and contractual terms and conditions maintain a safe human rights standard in the procurement processes. Responses to the survey included suppliers of manufactured steel, labour hire, plant and equipment hire, tools, PPE, fuel, concrete, paints and other consumables (such as those used in fabrication, paint and blast, and construction). Most of our suppliers source locally from Australia. Where they did not source locally, the main countries of origin were China, United Kingdom, USA, Germany, Thailand and South Africa, of which China and Thailand were identified as high-risk countries according to the SRA. The risk becomes critical where the material produced from that country is also a high-risk product. Some of the high-risk products, according to SRA, include garments, lithium-ion batteries, components of solar panels and aluminium products. Where we have identified areas of improvement for our suppliers, Civmec will foster a collaborative process to ensure our suppliers reduce the risk in their supply chain. Our Modern Slavery Statement is reviewed annually and outlines our actions to monitor and prevent modern slavery from entering Civmec’s operations and supply chain. This is available to view on our website. Going forward, Civmec will work with our suppliers to reduce modern slavery risks, and also to improve our alignment to Australian Steel Institute recommendations. CLICK or scan QR code to view our Modern Slavery Policy. CLICK or scan QR code to view our Modern Slavery Statement. 81 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC COMMUNITY continued Procurement Breakdown The following graphs illustrate procurement breakdown by the proportion of spend to local, national and international suppliers (or suppliers outside of Australia) in each our three major locations of operation: Western Australia, New South Wales and Queensland. PROCUREMENT IN TOTAL PROCUREMENT IN WESTERN AUSTRALIA 1.4% 98.6% Australia International 1.5% 25.5% 73.1% Western Australia (Local) Australia - Other States International PROCUREMENT IN NEW SOUTH WALES 0.4% 24.4% 75.1% PROCUREMENT IN QUEENSLAND 0.1% 54.8% 45.1% New South Wales (Local) Australia - Other States International Queensland (Local) Australia - Other States International In FY23, 98.6% of Civmec’s procurement was sourced from within Australia I I Y T L B A N A T S U S I 82 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Socioeconomic Compliance Socioeconomic compliance is a critical factor in ensuring our successful operations. We are committed to complying with all known legal requirements and legislations. As Civmec operates in a number of geographical regions and market sectors, it is integral to our business that we capture and report on our influences at the macro socioeconomic level and monitor and report on the direct impacts of our business activities in the communities in which we operate. We continuously review and analyse the ways in which we respond to issues of concern raised through engagement with our stakeholders and which influence their assessment of the company. These include initiatives, both within and outside the company, including the review of our Code of Conduct, policies and procedures in relation to human rights issues, ethical supply chain relations, our contribution to local economies and capacity development at community level. We impact a wide range of stakeholders in the regions in which we operate, both within local communities and broader national economies. We always try to understand and respond to our stakeholders’ interests. Doing so helps us be a good neighbour, an effective partner and a sustainable operator. Our engagement with communities, employees, stakeholders and clients seeks to understand the social, cultural, environmental and economic implications of our activities so that we can better respond to concerns, reduce negative impacts and optimise benefits for local communities and the broader economy. We are committed to conducting our operations with integrity and in a manner that is consistent with laws and business practices that are aimed at fostering an open, competitive and fair market environment and which will best serve the long- term interests of our customers, our stakeholders and the wider community. Civmec did not receive any fines or major non-monetary sanctions for non-compliance with laws and/or regulations in the social and economic arena during FY23. Future Focus Civmec remains committed to making a difference and having a positive influence in the community. We are proud to have built many meaningful relationships with community groups and support a range of organisations in the various regions of our operations, and beyond. Our future focus includes: • seeking new and meaningful relationships with community groups, whereby we can offer support and further develop our value to “make a difference”; • continuing to grow employee participation in community engagement initiatives, by providing them with the vehicles and opportunities to contribute; and • continuing to maximise relevant opportunities for community engagement. Specifically, in the Port Hedland area (where we are currently developing our new facility), we will focus extensively on community engagement and relationship building to better service clients at both the port and inland mine locations. We want to integrate and truly become a valued member of the Port Hedland community, engaging with local businesses and the community at large, Indigenous and non-Indigenous alike, and offering new opportunities to the people in the region who are interested in participating in the operations we deliver. 83 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC STAKEHOLDER ENGAGEMENT Civmec Family Day We recognise the importance of maintaining open and transparent lines of communication with our stakeholders. We aim to deliver relevant, timely and accessible information and provide opportunities for feedback to understand stakeholder views. Some of our stakeholder engagement activities in FY23 included: • Family Day at Henderson, involving Civmec employees, clients working at the facility, family members and friends; • Four ‘Now You Know’ national company updates, presented to employees by either the CEO or other senior leaders within the business; • Stakeholder events for local community members at Port Hedland, including sod turning, Welcome to Country and smoking ceremonies; • First Steel Cut event at Henderson for the J-IC SCMS project; • Various facility tours for stakeholders, including school students, suppliers and clients; • Exhibiting at industry events, such as the Defence Industry’s Land Forces 2022; • Exhibiting at recruitment and training expos, such as the Cecil Andrews College World of Work Expo; • Christmas party, inclusive of all employees and partners; • After-work social events, inclusive of all employees, with food and drinks provided; • Multiple investor relations presentations; • Attendance at many client-led group workshops on various topics, such as psychosocial behaviour on sites and at camp facilities; • Participation in various HSEQ forums; and • Several site visits, addressing the workforce with general company status updates. Other ways in which Civmec engaged with stakeholders, both directly impacted or actively interested in our business, are outlined in the following table. I I Y T L B A N A T S U S I 84 ANNUAL REPORT 2023CIVMEC i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Stakeholder Engagement Directly impacted stakeholders Employees Business partners Day-to-day operational interaction; internal communications; company updates; intranet; meetings; town hall forums (for local engagement); surveys; social media; community and social events Day-to-day operational interaction; joint venture boards and operating committees; meetings; workshops; social media; community and social events; industry associations and events; facility tours Subcontractors and suppliers Day-to-day operational interaction; meetings; inductions and training; compliance audits (safety, quality, environment); social media; industry associations and events Clients Day-to-day operational interaction; meetings; surveys; social media; community and social events; industry associations and events; facility tours Board Reporting; meetings Communities Project-specific community engagement plans; local media; social media; website; local industry associations and events; community events; employment opportunities; local supply arrangements Civil society organisations Community engagement plans; local media; social media; website; community events; sponsorships; charity events; employment opportunities Shareholders and investor community Actively interested Government and regulators Annual General Meeting; Annual Report; ASX/SGX releases; half-year and full-year results presentations; intermediate investor updates; media; website; social media; facility tours Reporting; meetings Media Media releases; briefings and interviews; website; social media; facility tours Industry associations Memberships; representation on boards and committees; meetings; industry events Trade unions Meetings Non-government organisations Participation in forums; meetings; industry associations and events Cutting of first steel for J-IC SCMS 85 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC INVESTOR ENGAGEMENT Civmec acknowledges the importance of maintaining open lines of communication with investors to provide updates regarding our strategic direction and reassurance towards our disciplined approach. Accordingly, we remained engaged with the investment community and media throughout the year to keep them informed of our progress. In meetings with investors, we delivered a consistent message that we are focused on maintaining steady and structured revenue growth, while ensuring stable financial returns. Our communications provided investors with an understanding of our continued commitment to increasing recurring revenue streams, largely through growth in the maintenance sector. Business News: ‘Civmec wins $330m Rio Tinto contract’ CEO Magazine: ‘Diversity, dedication and an open Dialogue: Pat Tallon’ Business Times: ‘Small cap stocks can outperform the STI, if investors know where to look’ I I Y T L B A N A T S U S I 86 ANNUAL REPORT 2023CIVMECi B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y We also communicated our strategy to target extra layers of growth in Infrastructure in the medium term, and, in the longer term, increased involvement in shipbuilding and sustainment programs for the Royal Australian Navy. During the year, we actively engaged with investors who expressed interest in the activities of the company, providing 20 separate presentations to more than 60 individual investors and analysts in Australia and Singapore. Several of those also attended tours of our Henderson facility. We remain committed to ensuring our investors are informed of our strategic direction. Media Coverage Regarding media coverage, Civmec garnered attention as a small-cap stock to watch due to our consistent performance throughout FY23. We engaged with the media by directly communicating announcements and financial updates to media outlets. We participated in one-on-one interviews, including interviews by CEO Pat Tallon for Money FM 89.3 Singapore and The Edge Singapore. Various outlets, including press and digital media channels, covered Civmec throughout the year, discussing a range of topics that included contract awards, financial results, growth and other company updates. The SABR Project received a four-page feature in the Autumn edition of Steel Australia magazine. In addition, our continued social media presence ensures that we communicate and engage with stakeholders using multiple streams in order to maintain open lines of communications. Steel Australia Magazine: ‘Civmec takes on 2,000 tonne shiploader at Hay Point terminal’ The Market Herald: ‘Civmec wins new contracts, takes order book to $1.2b’ 87 Financial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC 04 GOVERNANCE 4.1 4.2 4.3 4.4 4.5 ANTI-CORRUPTION ANTI-COMPETITIVE BEHAVIOUR TAXATION REPORT ON CORPORATE GOVERNANCE 91 92 94 95 TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) 122 E C N A N R E V O G 88 ANNUAL REPORT 2023CIVMEC04 I G o v e r n a n c e m p a c t o n S D G s ^ ^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact. 89 ANNUAL REPORT 2023CIVMEC The Board of Directors and senior management of Civmec understand the importance of good corporate governance in ensuring transparency and protecting the interests of shareholders, as well as strengthening investors’ confidence in the management of all aspects of the company’s operations. The importance of this was emphasised in the results of our Materiality Assessment, which ranked Anti-corruption and Taxation as the top two material issues to our business. Accordingly, the Board and management are committed to maintaining the highest standards of corporate governance, endorsing the SGX Principles of the Code of Corporate Governance and the ASX Corporate Governance Principles and Recommendations. Civmec’s Report on Corporate Governance for the year ending 30 June 2023 (in which we report against these principles) is included within our 2023 Annual Report and on our website. To assist in the execution of its responsibilities, the Board has established several Board Committees, including an Audit Committee, Nominating Committee, Remuneration Committee and Risks and Conflicts Committee. These Committees function within clearly defined terms of reference and operating procedures, which are reviewed on a regular basis. During the financial year, all Civmec directors and independent directors completed approved sustainability training, as per the SGX requirement. CLICK or scan QR code to Code of Conduct Code of Conduct The Civmec Code of Conduct sets a standard of behaviour and workplace culture and acts as a guide to our people as they perform work, make decisions and represent the company. It also extends to any person who is a representative of the Civmec Group, whether it be during or outside of work hours, at any location, to the fullest extent possible, and including suppliers and their employees, subcontractors and agents. Our Code of Conduct is based around integrity, openness and accountability, and is underpinned by the six Civmec values of commitment, value driven, excellence, innovation, make a difference and collaboration. We will continue to advocate good corporate governance and high standards of integrity and ethics across our operations, driven by the actions and behaviours of our people. This is underpinned by our Code of Conduct, which will continue to be reviewed and evolved going forward, to meet the expectations of our business, our stakeholders and the communities in which we operate. Available to view publicly on our website, the Code of Conduct has been approved by the Civmec Board of Directors and is reviewed regularly to ensure continuous improvement. E C N A N R E V O G 90 ANNUAL REPORT 2023CIVMECANTI- CORRUPTION i B u s n e s s O v e r v e w i Although Civmec operates in a well-regulated environment, we continue to remain vigilant to the potential for corruption. Our Anti-bribery and Corruption policy and Code of Conduct provide guidance on appropriate conduct, whilst our whistleblower hotline provides a secure means to report perceived and/or actual corrupt behaviour. O p e r a t i o n a l R e v e w i Assessment Processes The company’s management teams have evaluated all legal entities for the implementation of anti-corruption measures and incidents of corruption. New major suppliers must adhere to the Supplier Code of Conduct, which includes a zero-tolerance policy for bribery and corruption. Suppliers are required to have systems in place for training, auditing, and instructing personnel and subcontractors to ensure compliance. We conduct supplier audits and evaluations to monitor adherence to company requirements and the Code of Conduct. Suppliers are also obligated to promptly report any known violations. Corruption risks are investigated through ongoing internal audits. If corruption is suspected, the HR business unit, along with the executive team and other relevant units, will conduct an investigation, potentially with the assistance of specialized third parties. The Risks and Conflicts Committee reviews the investigation findings and is informed about disciplinary actions taken against responsible employees. These actions may include termination of employment or contracts with business partners. The committee may also participate in decision- making on significant matters. Communication and Training Our approach to anti-corruption is based on the Code of Conduct (Code), which clearly prohibits bribery and corruption. Compliance with the Code, as an integral part of the employment contract and the onboarding program, is the personal responsibility of each Civmec employee. In addition, employees receive regular and appropriate training. Corporate Legal, Internal Audit and Corporate Compliance teams regularly conduct training sessions and audits. Executive General Managers and Business Unit Managers are responsible for the compliance of their departments with applicable laws, internal regulations, including the Code, and for the information and training of their staff. We regularly conduct formal training in proactive avoidance of possible violations against the Code, both with e-learnings and with classroom-based (face-to-face) courses. Training is group specific, based on cases, and modern training tools are used (multimedia). The importance of participation is regularly emphasised and, in many cases, attendance is mandatory for employees in relevant roles with training to be undertaken within specified time periods. Recorded Incidents Adoption of and compliance with the Code of Conduct by the General Managers and their management teams was reviewed in 2023. Our employees are the most effective channel to detect violation, underlining transparency as a key value at Civmec which must be supported and preserved. CLICK or scan QR code to view our Anti-bribery and Corruption policy S u s t a n a b i i l i t y G o v e r n a n c e 91 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued In FY23 there were no formal allegations made against Civmec in relation to bribery, corruption or kickbacks. There were also no legal proceedings against Civmec or its employees for alleged corruption during FY23. ANTI-COMPETITIVE BEHAVIOUR Purpose Operating in a variety of different regions and sectors, we engage with a range of customers, competitors, suppliers, and stakeholders. Compliance with laws and anti-competitive practices is essential for our sustainability. We are committed to conducting operations with integrity, fostering a fair and open market, and serving the long-term interests of customers, stakeholders, and the community. We observe relevant legislation, regulation, contractual obligations and our corporate policies, in particular, the provisions of the Competition and Consumer Act (CCA), and the Australian Consumer Law (ACL). E C N A N R E V O G 92 ANNUAL REPORT 2023CIVMECGuidelines The key guidelines which govern our approach to anti-competitive behaviour are as follows: 1. The CCA governs anti-competitive and unfair behaviours. It is regulated by the Australian Competition & Consumer Commission (‘ACCC’). 2. Our corporate policies prohibit entry by any person representing Civmec into any arrangements which are illegal under the CCA, have the purpose or (in some cases) the effect of substantially lessening competition, or breach the ACL. 3. We predominantly operate under the provisions of the CCA and ensure compliance with this Act (amongst others). This includes the prohibition of behaviours such as: (a) agreements between competitors to fix, maintain or control prices; (b) agreements between competitors to split up a market or customers agreements between competitors not to deal with particular suppliers, customers or other competitors; (c) conduct that is prohibited if it has the purpose or effect of substantially lessening competition as defined under the CCA, which may include, depending on circumstances, exclusive dealing and other restrictive arrangements; (d) the supply of goods or services on condition that the customer purchases goods or services from a third party; and (e) inducing resellers to not sell products below a specified price. We also prohibit agreements, arrangements or understandings that have the purpose, effect or likely effect of substantially lessening competition in a market. Policy Compliance Noncompliance with anti-competitive policy may lead to significant fines, penalties, legal liability, or reputational harm for Civmec. It could also jeopardise our business licenses. Employees who violate the policy may face disciplinary action, including termination. The Executive General Manager – Operational Support is accountable for implementing Civmec’s competition law compliance. We recognise anti-competitive policy compliance as critical to the business because: • failure to comply with competition rules can have an extremely high financial cost with regards to fines from the Australian Government; • any agreement that infringes competition law may be wholly or partially invalid which means that the company cannot enforce it; • third parties who suffer loss as a result of anti-competitive behaviour may be able to claim damages from Civmec for their loss; • investigations into the company and findings of infringements attract adverse media comment; and • investigations and possible legal proceedings resulting from infringements can take years to resolve, incurring high costs and taking up management time that should be devoted to more profitable projects. We encourage our staff to actively report any conduct that may violate the CCA to their line manager, the Executive Group Manager – Operational Support, or through the Civmec confidential whistleblower hotline. Civmec had zero legal actions pending or completed in FY23 in relation to anti-competitive behaviour and violations of anti- trust and monopoly legislation. Furthermore, to date, Civmec has never received or been the subject of any legal action in relation to anti-competitive behaviour and violations of anti-trust and monopoly legislation. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 93 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued TAXATION Civmec acknowledges the importance of taxes as crucial government income and an essential means for organisations to contribute to the countries where they function. During FY23, the majority of our operations were conducted in Australia. The total amount of tax and payments to government, including corporation tax, PAYG tax, payroll tax, goods and services tax, excise tax, customs tax, fringe benefit tax, property tax and government levies was A$138 million. We are dedicated to adhering to all applicable tax laws in the regions where we operate and fulfilling our financial responsibilities with integrity and transparency. Further details regarding tax payments are available within Section 5: Financial Report. Guidelines The key guidelines governing our approach to tax are as follows: • ensuring we remain familiar with all tax reporting and payment obligations within our jurisdiction; • declaring all assessable income and allowable deductions; • participating only in legitimate tax planning; • where necessary, obtaining the advice of professionals and experts; and • making ourselves available to the tax authorities at all times, and responding to any requests in a timely manner. This year, the Australian Taxation Office (ATO) completed their Combined Assurance Review (CAR) of the Group for the 2018-2021 financial years, which resulted in a finding that the overall level of assurance was ‘high’, placing Civmec in the top 22 per cent of companies reviewed. This is a major achievement for the Group, as within our industry it is not abnormal for the level of assurance to be given a lower rating. By continuing to make fair and reasonable contributions to the national economy, we support our local and broader communities and their sustainability, and continue to meet the expectations of our customers, stakeholders and the general public. Future Focus Civmec will continue to advocate good corporate governance and high standards of integrity and ethics across our operations, driven by the actions and behaviours of our people. This is underpinned by our Code of Conduct, which will continue to be reviewed and evolved going forward, to meet the expectations of our business, our stakeholders and the communities in which we operate. E C N A N R E V O G 94 ANNUAL REPORT 2023CIVMEC REPORT ON CORPORATE GOVERNANCE Introduction The Board of Directors (the ‘Board’) and the senior management of Civmec Limited (‘Civmec’ or the ‘Company’) together with its subsidiaries (the ‘Group’), recognise the importance of good corporate governance in ensuring greater transparency and protecting the interests of shareholders, as well as strengthening investors’ confidence in its management and financial reporting and are, accordingly, committed to maintaining a high standard of corporate governance throughout the Group. This corporate governance report (‘Report’) describes the Company’s corporate governance framework and practices that were in place during the financial year ended 30 June 2023 (‘FY2023’) with specific reference to the Principles and Provisions of the Singapore Code of Corporate Governance 2018 (the ‘Code’) and the 4th edition of the Australian Securities Exchange (‘ASX’) Corporate Governance Principles and Recommendations (‘ASX Principles and Recommendations’), which is also available on the Company’s corporate website. In line with the commitment of the Company to maintaining high standards of corporate governance, the Company continually reviews its corporate governance processes to strive to comply with the Code. To the extent the Company’s practices may vary from the provisions of the Code for FY2023, the Company has explained how its practices are consistent with the intent of the relevant principles of the Code. The Board is pleased to report compliance of the Company with the Code, the Listing Manual of the Singapore Exchange Securities Limited (the ‘SGX-ST’), and the Listing Rules of the ASX, where applicable, except where otherwise stated. Board Matters The Board’s Conduct of Affairs Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company. Provision 1.1 Directors are fiduciaries who act objectively in the best interests of the company and hold Management accountable for performance. The Board puts in place a code of conduct and ethics, sets appropriate tone-from-the-top and desired organisational culture, and ensures proper accountability within the company. Directors facing conflicts of interest recuse themselves from discussions and decisions involving the issues of conflict. Apart from its statutory duties and responsibilities, the Board’s functions include: • overseeing the management and affairs of the Group and approving the Group’s corporate strategy and directions; • implementing policies in relation to financial matters, which include risk management and internal control and compliance; • reviewing the financial performance of the Group, approving investment proposals and setting values and standards, including ethical standards for the Company and the Group; • ensuring that the Group has in place an appropriate risk management framework and setting the risk appetite within which the Board expects senior management to operate; • approving the appointment, and when necessary replacement, of the senior management personnel; and • developing and reviewing corporate governance principles and policies. All Directors are aware of their fiduciary duties and exercise due diligence and independent judgement in ensuring that their decisions are objective and in the best interests of the Company. Directors who face conflicts of interest disclose their interests and voluntarily recuse themselves from discussions and decisions involving the issues of conflict. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 95 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Board Matters (continued) The Board’s Conduct of Affairs (continued) Provision 1 (continued) Provision 1.2 Directors understand the company’s business as well as their directorship duties (including their roles as executive, non-executive and independent directors). Directors are provided with opportunities to develop and maintain their skills and knowledge at the company’s expense. The induction, training and development provided to new and existing directors are disclosed in the company’s annual report. The Company encourages the Directors to learn and develop their directorship skills. The Directors may attend training, conferences and seminars which may have a bearing on their duties and contribution to the Board, organised by professional bodies, regulatory institutions and corporations at the Company’s expense, to keep themselves updated on the latest developments concerning the Group and to keep abreast of the latest regulatory changes. Each quarter, the Board was briefed and/or updated on recent changes to the accounting standards and industry developments and business initiatives. All the Board members are actively engaged and play an important role in ensuring good corporate governance within the Company. Visits to the Company’s business premises are arranged to acquaint the Non-Executive Directors with the Company’s operations and ensure that all the Directors are familiar with the Company’s business, policies and governance practices. Prior to their respective appointments to the Board, each Director was given an orientation and induction programme to familiarise themselves with the Company’s business activities, strategic directions, policies and key new projects and have undertaken all appropriate checks (including the person’s character, experience, education, criminal record and bankruptcy history). In addition, newly appointed senior management personnel are subject to the same orientation and induction programme including performing appropriate checks in accordance with the Company’s onboarding policies and procedures before the personnel are introduced to the senior management team. Upon appointment of each Director and key management personnel, (senior executive), the Company provides a Services Agreement to the Director and key management personnel (senior executive) setting out their duties and obligations. During FY2023, all Board members completed a training course and obtained a Certificate in Sustainability for Directors. Provision 1.3 The Board decides on matters that require its approval and clearly communicates this to Management in writing. Matters requiring board approval are disclosed in the company’s annual report. The Board has delegated the day-to-day management of the Group to the senior management, headed by the Executive Chairman, Mr James Finbarr Fitzgerald, the Chief Executive Officer, Mr Patrick John Tallon and the Chief Operating Officer/acting Chief Financial Officer, Mr Kevin James Deery. The Board has reviewed and adopted the delegation of authority (“DOA”) during FY2022 regarding the signing authority and limits. The DOA sets out the authorisation levels required for specific transactions, including those requiring Board approval. Matters that are specifically reserved for the approval of the Board include, among others: • reviewing the adequacy and integrity of the Group’s internal controls, risk management systems, compliance and financial reporting systems; • approving the annual budgets and business plans; • approving major investment or expenditure; • approving material acquisitions and disposal of assets; • approving the Company’s periodic and full-year results announcements for release to the SGX-ST and ASX; • approving the annual report and audited financial statements; • monitoring senior management’s performance; • recommending share issuance, dividend payments and other returns to shareholders; • ensuring accurate, adequate and timely reporting to, and communication with shareholders; and • assuming responsibility for corporate governance. E C N A N R E V O G 96 ANNUAL REPORT 2023CIVMECBoard Matters (continued) The Board’s Conduct of Affairs (continued) Principle 1 (continued) Provision 1.4 Board committees, including Executive Committees (if any), are formed with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board. The names of the committee members, the terms of reference, any delegation of the Board’s authority to make decisions, and a summary of each committee’s activities, are disclosed in the company’s annual report. To assist in the execution of its responsibilities, the Board has established several Board Committees namely; Audit Committee (‘AC’), Nominating Committee (‘NC’), Remuneration Committee (‘RC’) and Risks and Conflicts Committee (‘RCC’). These committees’ function within clearly defined terms of references and operating procedures, which are reviewed on a regular basis. The effectiveness of these committees is also regularly monitored and reviewed by the Board. The roles and responsibilities of these committees are described in the following sections of this report. Provision 1.5 Directors attend and actively participate in Board and board committee meetings. The number of such meetings and each individual director’s attendances at such meetings are disclosed in the company’s annual report. Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of each company. The Board meets on a regular basis and when necessary, to address any specific significant matters that may arise. Board meetings are scheduled in advance. The Constitution of the Company provides for Directors to conduct meetings by teleconferencing or videoconferencing or other similar means of communication whereby all persons participating in the meeting are able to hear each other. The Board and Board Committees may also make decisions by way of circulating resolutions. The number of Board and Board Committee meetings held and attended by each Board member during the financial year ended 30 June 2023 is set out below: Board Committees Board Audit Committee Remuneration Committee Nominating Committee Risks and Conflicts Committee No. of Meetings Held No. of Meetings Attended James Finbarr Fitzgerald Patrick John Tallon Kevin James Deery Chong Teck Sin Wong Fook Choy Sunny Douglas Owen Chester 4 4 4 4 4 4 4 4 4* 4* 4* 4 4 4 2 2* 2* 2* 2 2 2 2 2* 2* 2* 2 2 2 4 4* 4* 4* 4 4 4 *By Invitation Provision 1.6 Management provides directors with complete, adequate and timely information prior to meetings and on an on-going basis to enable them to make informed decisions and discharge their duties and responsibilities. The Board is informed of all material events and transactions as and when they occur. The senior management consults Board members as necessary and appropriate. Detailed Board papers, agenda and related material, background or explanatory information relating to matters to be discussed are sent out to the Directors, at least a week prior to each meeting, so all Directors may better understand the issues beforehand, allowing more time for discussions and deliberations. Directors are provided with a copy of documents containing a wide range of relevant information, including but not limited to quarterly and annual financial results, progress reports of the Group’s operations, corporate and business developments, management information, sector performance, budgets, forecast, capital expenditure and personnel statistics, reports from both external and internal auditors, significant project updates, business strategies, risk analysis and assessments and relevant regulatory updates. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 97 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Board Matters (continued) The Board’s Conduct of Affairs (continued) Principle 1 (continued) Provision 1.6 (continued) The senior management’s proposals to the Board for approval include background and explanatory information such as, resources needed, risk analysis and mitigation strategies, financial impact, regulatory implications, expected outcomes, conclusions and recommendations. Employees who can provide additional insight into matters to be discussed will be present at the relevant time during the Board and Board Committee meetings. To keep Directors abreast of the Group’s operations, the Directors are also updated on initiatives and developments on the Group’s business as soon as practicable and/or possible and on an ongoing basis. The Company Secretaries administer and are available to attend Board meetings and assist the Chairman in implementing appropriate Board procedures to facilitate compliance with the Company’s Constitution. The Company Secretaries also ensure that the requirements of the Companies Act (Chapter 50), SGX-ST Listing Manual, ASX Listing Rules and other governance matters applicable to the Company are complied with. The Company Secretaries work together with the Company to ensure compliance with all relevant rules and regulations. All Directors are updated regularly on changes to the Company’s policies and are kept updated on relevant new laws and regulations including Directors’ duties and responsibilities, corporate governance and financial reporting standards. Newly appointed Directors are given briefings by the Management on the business activities of the Group. Provision 1.7 Directors have separate and independent access to Management, the company secretary, and external advisers (where necessary) at the company’s expense. The appointment and removal of the company secretary is a decision of the Board as a whole. The Board has separate and independent access to the senior management of the Company and the Company Secretaries at all times. Requests for information are dealt with promptly by senior management. The Company Secretaries are appointed by the Board and are accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The removal of the Company Secretaries are subject to the approval of the Board. The Company Secretaries work closely with the Chairman to manage the flow of information between the Board, its committees and senior management across the Company. The Board in fulfilling its responsibilities can, as a collective body or individually as Board members, when deemed fit, direct the Company and at the Company’s expense, appoint independent professionals to render advice. Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company. Provision 2.1 An “independent” director is one who is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement in the best interests of the company The independence of each Director is reviewed annually by the NC in accordance with the Code’s definition of independence. Each independent director is required to declare their independence by duly completing and submitting a ‘Confirmation of Independence’ form. The declaration requires each Director to assess whether they consider themselves independent and not having any form of relationships identified in the Code. Each Director is required to declare any circumstances in which they may be considered non-independent. The NC reviews the Confirmation of Independence to determine whether a Director is independent. The NC also considers the actions and conduct of the independent directors, including in formal Board meetings, to assess their independence. As at FY2023, Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester have served on the Board for more than 9 years from the date of their first appointment. Based on Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester (“Independent Directors”) declaration, the Independent Directors do not have relationships or circumstances that are likely to affect or that could affect their judgement which could compromise their independence on board matters. E C N A N R E V O G 98 ANNUAL REPORT 2023CIVMECBoard Matters (continued) Board Composition and Guidance Principle 2 (continued) Provision 2.1 (continued) In line with the SGX-ST Listing Rule 210(5)(d)(iii) which was in effect at the time of the AGM, the continued appointment of an Independent Director who has served the Board for an aggregate of more than 9 years was subject to the approval of (a) all shareholders and (b) shareholders, excluding shareholders who are directors and Chief Executive Officer of the Company ( “Two-Tier Voting”). In this respect, the approval of the shareholders was obtained through a Two-Tier Voting at the AGM on 28 Oct 2022 for Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester to continue in office as a Independent Non-Executive Director of the Company, notwithstanding that they have served as an Independent Non-Executive Director of the Company for an aggregate term of more than nine years. The new SGX-ST Listing Rule 210(5)(d)(iv) and the Transitional Practice Note 4 of the SGX Listing Manual states that a Director will not be independent if they have been a director of the issuer for an aggregate period of more than 9 years. Rule 210(5)(d)(iv) takes effect from an issuer’s AGM for the financial year ending on or after 31 December 2023, which is anticipated to occur in October 2024. As such, during the transitional period, Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester can continue in office as Independent Non-Executive Directors of the Company. The Independent Directors have, over time, not only gained valuable insight into the Group, its business, markets and industry but have brought the breadth and depth of their business experience to the Company. Their length of service has not in any way interfered with their exercise of independent judgment nor hindered their ability to act in the best interests of the Company. The Board has concluded that Independent Directors continue to remain objective and independent-minded in Board determinations. Taking into account the above after due consideration and careful assessment, and also having weighed the need for Board refreshment against tenure for relative benefit, the NC and the Board are of the view that the Independent Directors continue to be considered an Independent Director notwithstanding that they have served on the Board beyond 9 years. Provision 2.2 Independent directors make up a majority of the Board where the Chairman is not independent As at the date of this Report, the Board comprises six (6) Directors, three (3) of whom are Executive Directors and the remaining three (3) Directors being Independent Directors who make up half of the Board. Accordingly no individual, or group of individuals, dominates the Board’s decision-making as half of the Board consist of Independent Directors. The majority of the Company’s Board are not Independent Directors, including the Chairman. The Board’s current composition offers a good balance of diversity and professional background of Directors. It brings a range of longer-term benefits to the Company in contrast to having a majority percentage of Independent Directors serving on the Board. Collectively, the Executive Directors and Independent Directors bring a wide range of experience and expertise as they all currently occupy or have occupied senior positions in industry and/or government, and as such, each contributes significantly to Board decisions. To strengthen the independence of the Board, the Company has appointed a Lead Independent Director, Mr Chong Teck Sin, to co-ordinate and lead the Independent Directors, providing non-executive perspectives and a balanced viewpoint. The Lead Independent Director will represent the Independent Directors in responding to shareholders’ questions and comments that are directed to the Independent Directors as a group. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 99 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Board Matters (continued) Board Composition and Guidance (continued) Principle 2 (continued) Provision 2.3 Non-executive directors make up a majority of the Board As at the date of this Report, the Board comprises six (6) Directors, three (3) of whom are Executive Directors and the remaining three (3) Directors being Independent Directors who make up half of the Board. Whilst Non-Executive Directors do not make up a majority of the Board, the Board considers the management and oversight function with Executive Directors heavily involved in management activities while Non-Executive Directors exercise an oversight role which brings a range of longer term benefits to the Company. Diversity of thought and professional background of Directors allow decisions to be made in the best interest of the Company. The Non-Executive Directors provide constructive review and assist the Board to facilitate and develop proposals on strategy and monitor the performance of senior management in meeting agreed objectives. The Non-Executive Directors have full access to and co-operation from the Company’s senior management and officers. They have full discretion to have separate meetings without the presence of senior management and to invite any Director or officer to the meetings as and when warranted. Provision 2.4 The Board and board committees are of an appropriate size and comprise directors who as a group provide the appropriate balance and mix of skills, knowledge, experience, and other aspects of diversity such as gender and age, so as to avoid groupthink and foster constructive debate. The board diversity policy and progress made towards implementing the board diversity policy, including objectives, are disclosed in the company’s annual report The Board, in concurrence with the NC, is of the view that the current Board and the Board Committees comprise an appropriate balance and diversity of skills, experience and knowledge of the Company, which provides broad diversity of expertise such as accounting or finance, business or management experience, industry knowledge, strategic planning experience and customer-based experience and knowledge who, as a group, provide core competencies necessary to meet the Company’s requirements. Further details on the key information and the profile of the Directors including their academic and professional qualifications, and other directorships in other listed companies are set out on related pages of this annual report. The current Board composition provides a diversity of skill, experience, and knowledge to the Company as follows: Core Competencies Business Management Accounting or finance Legal or corporate governance Strategic planning experience Relevant industry knowledge or experience Gender: Male Female Balance and Diversity of the Board Number of Directors Proportion of Board 6 6 6 6 4 6 0 100% 100% 100% 100% 67% 100% 0 E C N A N R E V O G 100 ANNUAL REPORT 2023CIVMECBoard Matters (continued) Board Composition and Guidance (continued) Principle 2 (continued) Provision 2.4 (continued) The composition and renewal of the Board, including the need for progressive refreshing of the Board, is reviewed on an annual basis by the NC to ensure that the Board has the appropriate balance and mix of skills, knowledge, expertise, experience and other aspects of diversity such as gender and age, so as to avoid group think and foster constructive debate and possesses the necessary competencies for effective decision making. The Company’s Annual Sustainability Report clearly articulates it’s strategy, targets, performance, and future focus in relation to diversity of the Company as a whole. If a vacancy arises under any circumstances, or where it is considered that the Board would benefit from the services of a new director, the NC, in consultation with the Board, will consider the range of diversity perspectives, including, but not limited to, those described in the Company’s Diversity Policy and select the appropriate candidate for the position. The selection of the Directors will be based on merit and potential contribution to the Board, and candidates will be considered against objective criteria that complements and expands the skills and experience of the Board as a whole, and having given due regard to the overall balance and effectiveness of a diverse Board. The main objective is to continue to maintain the appropriate balance of perspectives, skills and experience on the Board to support the attainment of the Company’s strategic objectives and its sustainable development. The NC has not set a specific target for board diversity as it may detract from the more fundamental principle that the candidate must be of the right fit and meet the relevant needs and vision of the Company. Provision 2.5 Non-executive directors and/or independent directors, led by the independent Chairman or other independent director as appropriate, meet regularly without the presence of Management. The chairman of such meetings provides feedback to the Board and/or Chairman as appropriate. To strengthen the independence of the Board, the Company has appointed a Lead Independent Director, Mr Chong Teck Sin, to co-ordinate and lead the Independent Directors, providing a non-executive perspective and balanced viewpoint. The Independent Directors communicate regularly without the presence of the other Executive Directors and senior management, to discuss matters such as succession and leadership development planning, board processes and corporate governance matters. Feedback on the outcomes of these discussions is provided to the Executive Chairman. To facilitate an effective review of the senior management, the Non-Executive Directors meet as and when necessary at least once a year with Auditors without the presence of the senior management. The Board and senior management fully appreciate that the fundamentals of good corporate governance comprise of an effective and robust Board whose members engage in open and constructive debate and challenge senior management on its assumptions and proposals. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 101 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Board Matters (continued) Chairman and Chief Executive Officer Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making. Provision 3.1 The Chairman and the Chief Executive Officer (“CEO”) are separate persons to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision making. Mr James Finbarr Fitzgerald is the Executive Chairman of the Company, while Mr Patrick John Tallon is an Executive Director and Chief Executive Officer (‘CEO’). The Executive Chairman and the Chief Executive Officer are not related. Provision 3.2 The Board establishes and sets out in writing the division of responsibilities between the Chairman and the CEO Whilst the Board does not have an independent Chairman, the roles of the Executive Chairman and that of the CEO are clearly delineated. The Board believes that while the Chairman is not independent, the current composition of the Board with its combined skills and capability, and its mix of experience, best serve the interests of shareholders. The two roles are separated whereby the Executive Chairman bears responsibility for providing guidance on the corporate direction of the Group and leadership to the Board, and the CEO has executive responsibility for the Company’s day-to-day business. Provision 3.3 The Board has a lead independent director to provide leadership in situations where the Chairman is conflicted, and especially when the Chairman is not independent. The lead independent director is available to shareholders where they have concerns and for which contact through the normal channels of communication with the Chairman or Management are inappropriate or inadequate. The Company has appointed a Lead Independent Director, Mr Chong Teck Sin. As well as representing the views of the Independent Directors, he is also available to shareholders and to facilitate a two-way flow of information between shareholders, the Executive Chairman and the Board. In addition, all the Board Committees are led and solely comprise of Independent Directors. E C N A N R E V O G 102 ANNUAL REPORT 2023CIVMEC Board Matters (continued) Board Membership Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board. Provision 4.1 The Board establishes a Nominating Committee (“NC”) to make recommendations to the Board on relevant matters relating to: (a) the review of succession plans for directors, in particular the appointment and/or replacement of the Chairman, the CEO and key management personnel; (b) the process and criteria for evaluation of the performance of the Board, its board committees and directors; (c) the review of training and professional development programmes for the Board and its directors; and (d) the appointment and re-appointment of directors (including alternate directors, if any). The Company had established an NC to make recommendations to the Board on all board appointments. The formal terms of reference of the NC are to: • nominate senior management personnel, Directors (including Independent Directors) taking into consideration their competencies, contribution, performance and ability to commit sufficient time and attention to the affairs of the Group and considering their respective commitments outside the Group; • review and recommend to the Board the composition of the Audit Committee, Remuneration Committee and Risks and Conflicts Committee; • re-nominate Directors for re-election in accordance with the Constitution at each AGM and having regard to the Director’s contribution and performance; • determine annually whether or not a Director of the Company is independent; • decide whether or not a Director is able to and has been adequately carrying out their duties as a Director; • assess the performance of the Board annually as a whole and the individual contribution of each Director and senior management personnel to the effectiveness of the Board; • review and recommend succession plans for Directors and senior management, in particular the Executive Chairman and the CEO; and • review and recommend training and professional development programmes for the Board and senior management personnel. The Company does not have a practice of appointing alternate Directors. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 103 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Board Matters (continued) Board Membership (continued) Principle 4 (continued) Provision 4.1 (continued) During the reporting period of the year, the NC has: • reviewed the structure, size and composition of the Board and Board Committees; • reviewed the independence of Directors; • reviewed and undertaken the process for evaluating the Board, individual Directors, and senior management personnel performance; • reviewed results of performance evaluation and provided feedback to the Chairman and Board Committees; • reviewed the need for progressive refreshing of the Board and provided feedback to the Chairman and Board Committees; • reviewed succession planning for the Chairman, CEO and senior management personnel and notified the Board; and • discussed information required to be reported under the 2018 Code or Listing Manual. Provision 4.2 The NC comprises at least three directors, the majority of whom, including the NC Chairman, are independent. The lead independent director, if any, is a member of the NC. The NC comprises of three members, all of whom including the NC Chairman are Independent Non- Executive Directors: Mr. Douglas Owen Chester – NC Chairman Mr. Chong Teck Sin – Member and Lead Independent Director Mr. Wong Fook Choy Sunny – Member Provision 4.3 The company discloses the process for the selection, appointment and re-appointment of directors to the Board, including the criteria used to identify and evaluate potential new directors and channels used in searching for appropriate candidates in the company’s annual report. The process for the selection and appointment (or re-appointment) of Board members is as follows: • the NC evaluates the balance of skills, knowledge and experience of the Board and, in light of such evaluation and in consultation with the Board, prepares a description of the role and the essential and desirable competencies for a particular appointment (or re-appointment); • if required, the NC may engage consultants to undertake research on, or assess, candidates for new positions on the Board; • the NC meets with short-listed candidates to assess their suitability and ensure that the candidates are aware of the expectations; and • the NC makes recommendations to the Board for approval. Pursuant to Article 118 of the Company’s Constitution, all the directors are required to retire from office at every AGM of the Company. After due review, the Board has accepted the recommendation of the NC and, accordingly, the Directors below will be offering themselves for re-election at the forthcoming AGM: 1. James Finbarr Fitzgerald 2. Patrick John Tallon 3. Kevin James Deery 4. Chong Teck Sin 5. Wong Fook Choy Sunny 6. Douglas Owen Chester E C N A N R E V O G 104 ANNUAL REPORT 2023CIVMECBoard Matters (continued) Board Membership (continued) Principle 4 (continued) Provision 4.4 The NC determines annually, and as and when circumstances require, if a director is independent, having regard to the circumstances set forth in Provision 2.1. Directors disclose their relationships with the company, its related corporations, its substantial shareholders or its officers, if any, which may affect their independence, to the Board. If the Board, having taken into account the views of the NC, determines that such directors are independent notwithstanding the existence of such relationships, the company discloses the relationships and its reasons in its annual report. The independence of each Director is reviewed annually by the NC in accordance with the Code’s definition of independence. Each Independent Director is required to declare their independence by duly completing and submitting a ‘Confirmation of Independence’ form. The declaration requires each Director to assess whether they consider themselves independent and not having any of the relationships identified in the Code. Each Director is required to declare any circumstances in which they may be considered non-independent. The NC reviews the Confirmation of Independence to determine whether a Director is independent. The NC also considers the actions and conduct of the Independent Directors, including in formal Board meetings, to assess their independence. The NC has carefully reviewed and subsequently determined that the Independent Directors namely Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester, are independent. Provision 4.5 The NC ensures that new directors are aware of their duties and obligations. The NC also decides if a director is able to and has been adequately carrying out his or her duties as a director of the company. The company discloses in its annual report the listed company directorships and principal commitments of each director, and where a director holds a significant number of such directorships and commitments, it provides the NC’s and Board’s reasoned assessment of the ability of the director to diligently discharge his or her duties. The dates of Director’s initial appointment, last re-election and their directorships are set out below: i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Name of Director James Finbarr Fitzgerald Patrick John Tallon Kevin James Deery Chong Teck Sin Date of Initial Appointment 27 Mar 2012 27 Mar 2012 27 Mar 2012 27 Mar 2012 Date of Last Re-election 28 Oct 2022 28 Oct 2022 28 Oct 2022 28 Oct 2022 Wong Fook Choy Sunny 27 Mar 2012 28 Oct 2022 Douglas Owen Chester 2 Nov 2012 28 Oct 2022 Notes: (1) Past Directorships within the past 3 years (2) Listed on Hong Kong Stock Exchange (3) Appointment ceased on 30 June 2023 G o v e r n a n c e Present Directorships in Listed Companies Past Directorships in Listed Companies(1) - - - - - InnoTek Limited AIMS APAC REITS Management Limited Mencast Holdings Ltd InnoTek Limited - - Changan Minsheng APLL Logistics Co., Ltd (2)(3) Excelpoint Technology Ltd - 105 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Board Matters (continued) Board Membership (continued) Principle 4 (continued) Provision 4.5 (continued) The NC has considered and taken the view that it would not be appropriate at this time to set a limit on the number of listed company directorships that a Director may hold. Directors have different capabilities, the nature of the organisations in which they hold appointments and the committees on which they serve are of different complexities, and accordingly, each Director would personally determine the demands of their competing directorships and obligations and assess the number of listed company directorships they could hold and serve effectively. Currently, none of the Directors hold more than two (2) directorships in other listed companies. In addition, the NC also determines annually whether a Director with multiple board representations is able to and has been adequately carrying out their duties as a Director of the Company. The NC takes into account the results of the assessment of the effectiveness of the individual Director and the respective Directors’ actual conduct on the Board. The NC is satisfied that for FY2023 sufficient time and attention have been devoted by the Directors to the affairs of the Company and the Group. As such, there is presently no need to implement internal guidelines to address their competing time commitments notwithstanding that some of the Directors have multiple board representations. The NC will, however, continue to review, from time to time, the Board representations and other principal commitments to ensure that Directors continue to meet the demands of the Group and are able to discharge their duties adequately. Board Performance Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors. Provision 5.1 The NC recommends for the Board’s approval the objective performance criteria and process for the evaluation of the effectiveness of the Board as a whole, and of each board committee separately, as well as the contribution by the Chairman and each individual director to the Board For the year under review, the NC held two (2) meetings and evaluated the Board’s performance as a whole and the contribution of each director to the effectiveness of the Board. The NC has adopted a formal process and criteria to assess the effectiveness of the Board and each of the Directors. The evaluation is carried out annually. Provision 5.2 The company discloses in its annual report how the assessments of the Board, its board committees and each director have been conducted, including the identity of any external facilitator and its connection, if any, with the company or any of its directors The NC undertakes an annual formal review and evaluation of both the Board’s performance as a whole, as well as individual Director’s performance, such as Board commitment, standard of conduct, competency, training & development and interaction with other Directors, senior management and stakeholders. All Directors complete an evaluation questionnaire designed to seek their view on the various aspects of their individual and Board performance so as to assess the overall effectiveness of the Board. The completed questionnaire is collated, and the results of the evaluation exercise are subsequently considered by the NC, before making recommendations to the Board. The Chairman of the Board may take actions as may be appropriate according to the results of the performance evaluation, which will be based on objective performance criteria proposed by the NC and approved by the Board. The performance of individual Directors is assessed based on factors which include their attendance, participation at the Board and Board committee meetings and contributions to the Board in long range planning and the business strategies as well as their industry and business knowledge. Each member of the NC abstains from voting on any resolutions and making any recommendations and/ or participating in any deliberations of the NC in respect of the assessment of their performance and re- nomination as a Director. E C N A N R E V O G 106 ANNUAL REPORT 2023CIVMECBoard Matters (continued) Board Performance (continued) Principle 5 (continued) Provision 5.2 (continued) The NC conducted a performance evaluation of the Board and Board Committees for FY2023 consistent with this process and determined that all directors have demonstrated full commitment to their roles and contributed effectively in the discharge their duties. Both the NC and the Board are of the view that the Board has met its performance objectives for FY2023. Remuneration Matters Procedures for Developing Remuneration Policies Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration. Provision 6.1 The Board establishes a Remuneration Committee (“RC”) to review and make recommendations to the Board on: (a) a framework of remuneration for the Board and key management personnel; and (b) the specific remuneration packages for each director as well as for the key management personnel. The Company has established a RC to make recommendations to the Board on remuneration packages of individual Directors and key senior management personnel. The Company has developed a remuneration policy for fixing the remuneration packages of Directors and senior executives. The formal terms of reference of the RC, are to: • recommend to the Board a framework of remuneration for the Directors and key senior management personnel; • determine specific remuneration packages for each Executive Director; • review annually the remuneration of employees related to the Directors and substantial shareholders to ensure that their remuneration packages are in line with the staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities; and • perform such other acts as may be required by the SGX-ST and the Code, or ASX, from time to time. The recommendations of the RC are submitted for endorsement by the entire Board. Each member of the RC abstains from voting on any resolutions in respect of their own remuneration package. Also, in the event that a member of the RC is related to the employee under review, they will abstain from participating in that review. Directors are not involved in the discussion and in deciding their own remuneration. Provision 6.2 The RC comprises at least three directors. All members of the RC are non-executive directors, the majority of whom, including the RC Chairman, are independent. The RC comprises of three members, all of whom including the RC Chairman are Independent Non- Executive Directors: Mr. Wong Fook Choy Sunny – RC Chairman Mr. Chong Teck Sin – Member and Lead Independent Director Mr. Douglas Owen Chester – Member i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 107 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Remuneration Matters (continued) Procedures for Developing Remuneration Policies (continued) Principle 6 (continued) Provision 6.3 The RC considers all aspects of remuneration, including termination terms, to ensure they are fair. The RC has established a framework of remuneration for the Board and key senior management personnel covering all aspects of remuneration but not limited to Directors’ fees, salaries, allowances, bonuses, incentive schemes and benefits-in-kind. The RC also oversees the administration of the Civmec Limited Employee Share Option Scheme (‘CESOS’) and the Civmec Limited Performance Rights Plan (‘CPRP’) upon the terms of reference as defined in the CESOS and CPRP. The CESOS and CPRP were established on 27 March 2012 and 25 October 2019 respectively, with a 10-year tenure commencing on the establishment date. The Company has a policy that governs the Directors and senior management personnel dealing in securities trading. The securities trading policy reflects the Corporations Act 2001 prohibition on senior management personnel and their closely related parties from hedging the senior management personnel’s incentive remuneration. The senior management personnel, and their immediate family and controlled entities are prohibited from entering into any arrangement that would have the effect of limiting the senior management personnel’s exposure to risk relating to an element of the senior management personnel’s remuneration that is unvested, or is vested but remains subject to a holding lock. The securities trading policy sets out closed periods for trading in securities by KMP including for one month prior to and 48 hours after release of half yearly and annual financial results. The policy also restricts KMP from engaging in short term trading of securities. The RC reviews the fairness and reasonableness of the termination clauses of the service agreements of Executive Directors to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous, with an aim to be fair and avoid rewarding poor performance. The RC is of the view that it is currently not necessary to use contractual provisions to allow the Company to reclaim incentive components of remuneration from the Executive Directors and key senior management personnel in exceptional circumstances of misstatement of financial statements, or of misconduct resulting in financial loss to the Company and the Group. The Executive Directors owe a fiduciary duty to the Company and the Company should be able to avail itself to remedies against the Executive Directors and key senior management personnel in the event of such exceptional circumstances of breach of fiduciary duty. During the reporting period of the year, the RC has: • reviewed and approved remuneration for Executives which includes salary, Short Term and Long Term incentives; • reviewed benchmarking of fees for directors; • reviewed the remuneration packages of employees in the Group which includes salary adjustments and bonus; and • reviewed the remuneration package of the Executive Directors and CEO which includes salary, Short Term and Long Term incentives. Provision 6.4 The company discloses the engagement of any remuneration consultants and their independence in the company’s annual report. The RC has access to expert professional advice on human resource and remuneration matters whenever there is a need to consult externally. During the financial year, the fixed remuneration of executives was benchmarked against peers based on the industry salary surveys sourced from AON Hewitt McDonald. E C N A N R E V O G 108 ANNUAL REPORT 2023CIVMECRemuneration Matters (continued) Level and Mix of Remuneration Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company. Provision 7.1: A significant and appropriate proportion of executive directors’ and key management personnel’s remuneration is structured so as to link rewards to corporate and individual performance. Performance-related remuneration is aligned with the interests of shareholders and other stakeholders and promotes the long-term success of the company. Executive Directors and key senior management personnel remuneration comprises a fixed and a variable component, the latter of which is in the form of a bonus linked to the performance of the individual as well as the Group. In addition, short-term and long-term incentives, such as the CESOS and CPRP, are in place to strengthen the pay-for-performance framework by rewarding and recognising the key executives’ contributions to the growth of the Group. This is designed to align remuneration with the interests of shareholders and link rewards to corporate and individual performance to promote long-term sustainability of the Group. During FY2023, no Share Options under the CESOS were granted, as required under the ASX Listing Rules. Refer to the Directors’ Statement for details of Performance Rights granted to Executive Directors and key senior management personnel. Provision 7.2 The remuneration of non-executive directors is appropriate to the level of contribution, taking into account factors such as effort, time spent, and responsibilities. The remuneration of the Independent Directors is in the form of a fixed fee which is subject to shareholders’ approval at the AGM. Each member of the RC abstains from voting on any resolution, participating in any deliberation of the RC, and making any recommendation in respect of their own remuneration. The Independent Directors’ fees were derived using the fee structure as follows: Independent Director who is the Chairman of the Audit Committee Other Independent Director Annual Fees (S$) 96,000 84,500 Provision 7.3 Remuneration is appropriate to attract, retain and motivate the directors to provide good stewardship of the company and key management personnel to successfully manage the company for the long term. In making its recommendations to the Board on the level and mix of remuneration, the RC strives to be competitive, linking rewards with performance. It takes into consideration the essential factors to attract, retain and motivate the Directors and senior management needed to run the Company successfully, linking rewards to corporate and individual performance, and aligning their interest with those of the shareholders. The Company has renewed the service agreements with the Executive Directors, Mr James Finbarr Fitzgerald, Mr Patrick John Tallon and Mr Kevin James Deery. Each service agreement is valid for a period of three (3) years with effect from the date of expiry of the previous period. During the renewal period of three (3) years, either party may terminate the Service Agreement at any time by giving to the other party not less than six (6) months’ notice in writing, or in lieu of notice, payment of amount equivalent to six (6) months’ salary. The Executive Directors do not receive Director’s fees. Pursuant to Article 118 of the Company’s Constitution, all the directors (including independent directors) are required to retire from office at every AGM of the Company, meaning that the independent directors are appointed for a one year term when elected. The remuneration packages of the Executive Directors and the key senior management personnel are based on service agreements and their remuneration is determined having due regard to the performance of the individuals, the Group as well as market trends. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 109 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Remuneration Matters (continued) Disclosure on Remuneration Principle 8 The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation Provision 8.1 The company discloses in its annual report the policy and criteria for setting remuneration, as well as names, amounts and breakdown of remuneration of: (a) each individual director and the CEO; and (b) at least the top five key management personnel (who are not directors or the CEO) in bands no wider than S$250,000 and in aggregate the total remuneration paid to these key management personnel. For competitive reasons and the sensitive nature of such information, the Board is of the opinion that it is in the best interests of the Company to not disclose remuneration of each individual Director for the year ended 30 June 2023. Instead, the Company discloses the bands of remuneration in the following tables below to avoid such information being exploited by competitors and to maintain personal confidentiality on remuneration matters: For the year ended 30 June 2023 Name of Director Salary Bonus* Directors’ Fees Allowances and Other Benefits A$1,200,000 to A$1,450,000 James Finbarr Fitzgerald Patrick John Tallon Kevin James Deery Below A$250,000 Chong Teck Sin Douglas Owen Chester Wong Fook Choy Sunny 46% 46% 67% - - - *excludes equity-settled share-based payments 51% 51% 28% - - - - - - 100% 100% 100% 3% 3% 5% - - - Total 100% 100% 100% 100% 100% 100% Details of remuneration paid to key senior management personnel (who are not Directors of the Company) of the Group for the financial year ended 30 June 2023 are set out below: For the year ended 30 June 2023 Name of Key Executive A$600,000 to A$850,000 Designation Salary Bonus* Allowances and Other Benefits Charles Sweeney Adam Goldsmith David Power Mylon Manusiu Executive General Manager – Construction 73% Executive General Manager – Operational Support Executive General Manager – Manufacturing Executive General Manager – Maintenance and Capital Works, Refineries and Smelters 73% 72% 72% *excludes equity-settled share-based payments 19% 19% 19% 23% 8% 8% 9% 5% Total 100% 100% 100% 100% E C N A N R E V O G 110 ANNUAL REPORT 2023CIVMECRemuneration Matters (continued) Disclosure on Remuneration (continued) Principle 8 (continued) Provision 8.1 (continued) Details of remuneration paid to key senior management personnel (who are not Directors of the Company) of the Group for the financial year ended 30 June 2023 are set out below: (continued) For the year ended 30 June 2023 Name of Key Executive A$350,000 to A$600,000 Designation Salary Bonus* Allowances and Other Benefits Total Daniel Kennedy(1) Executive General Manager – Maintenance and Capital Works, Resources and Energy Peter Ricciardello(2) Executive General Manager – Proposals and Growth 69% 85% 27% 4% 100% 5% 10% 100% Notes *excludes equity-settled share-based payments (1) Resigned on 08/11/2022. (2) Appointed on 02/07/2022. The annual aggregate remuneration incurred for all the above-mentioned Directors and key senior management personnel of the Group is A$8,790,000 (2022: A$7,292,000). The procedures for developing remuneration policies and for fixing the remuneration packages of individual directors have been set out under Principle 6 of the Corporate Governance Report above. The relationships between the remuneration of the Board and key senior management personnel and the performance and value creation of the Company have been set out under Principle 6 of the Corporate Governance Report above. Provision 8.2 The company discloses the names and remuneration of employees who are substantial shareholders of the company, or are immediate family members of a director, the CEO or a substantial shareholder of the company, and whose remuneration exceeds S$100,000 during the year, in bands no wider than S$100,000, in its annual report. The disclosure states clearly the employee’s relationship with the relevant director or the CEO or substantial shareholder. Name of Employee A$150,000 to A$249,999 Thomas Tallon Designation Relationship Supervisor Brother of CEO Patrick Tallon The RC is of the view that the remuneration of these family members is in line with the company remuneration guidelines and commensurate with their job scope and level of responsibilities. Provision 8.3 The company discloses in its annual report all forms of remuneration and other payments and benefits, paid by the company and its subsidiaries to directors and key management personnel of the company. It also discloses details of employee share schemes. More details in relation to the CESOS and CPRP can be found in the ‘Directors’ Statement’ in the ‘Financial Report’ section of this report. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 111 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Accountability and Audit Risk Management and Internal Controls Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders. Provision 9.1 The Board determines the nature and extent of the significant risks which the company is willing to take in achieving its strategic objectives and value creation. The Board sets up a Board Risk Committee to specifically address this, if appropriate. The Company has established the RCC to advise and make recommendations to the Board on risk and conflict matters. The RCC is guided by its Terms of Reference which highlights its primary responsibilities are to: • review and monitor the Group’s risk management framework and activities, including the Group’s levels of risk tolerance and risk policies; • report to the Board regarding the Group’s risk exposures, including the review risk assessment model used to monitor the risk exposures and senior management’s views on the acceptable and appropriate level of risk faced by the Group’s Business Units; • recommend and adopt appropriate measures to control and mitigate the business risks of the Group, as and when these may arise; • perform any other functions as may be agreed by the Board; • review the Risk Register and Risk Management Framework; and • requested revisions to the Risk Mitigation Plan presented by senior management to mitigate and monitor the risk exposure. During the reporting period of the year, the RCC has: • reviewed the Project Risk and Opportunity Reporting Improvements; and • reviewed the Policies adopted by the Company such as Bribery & Corruption Policy and Procedures and the Code of Conduct. The RCC reviews all significant control policies and procedures and highlights all significant risk matters to the Board for discussion and to take appropriate actions, if required. The RCC comprises three members, all of whom, including the RCC Chairman are Independent Non- Executive Directors: Mr. Chong Teck Sin – RCC Chairman and Lead Independent Director Mr. Douglas Owen Chester Mr. Wong Fook Choy Sunny – Member – Member E C N A N R E V O G 112 ANNUAL REPORT 2023CIVMECAccountability and Audit (continued) Risk Management and Internal Controls (continued) Principle 9 (continued) Provision 9.2 The Board requires and discloses in the company’s annual report that it has received assurance from: (a) the CEO and the Chief Financial Officer (“CFO”) that the financial records have been properly maintained and the financial statements give a true and fair view of the company’s operations and finances; and (b) the CEO and other key management personnel who are responsible, regarding the adequacy and effectiveness of the company’s risk management and internal control systems. The Group’s internal controls and systems are designed to provide reasonable assurance on the integrity and reliability of the financial information and to safeguard and maintain accountability of its assets. Procedures are in place to identify major business risks and evaluate potential financial effects, as well as the authorisation of capital expenditure and investments. The external auditors carry out, in the course of their statutory audit, an annual review of the effectiveness of the Group’s key internal controls, including financial, operational, compliance, information technology controls as well as risk management systems to the extent of their scope as laid out in their audit plan. Any material weaknesses in internal controls, together with recommendations for improvement, are reported to the AC and RCC. The Company’s internal audit function prepares an annual internal audit plan, which takes account of the Company’s key risks and other assurance activities performed, enabling internal audit resources to be targeted to areas of greatest value across the Company’s operations, including group and subsidiary structures. Processes subject to internal audit include financial, administrative, operational and project specific activities and systems. The internal audit function provides advice on the effectiveness of risk management processes and material internal controls, recommends corrective actions and control improvements and follows up on the implementation of action plans designed by management to address any control deficiencies or improvement opportunities. Internal audit reports containing internal audit results, recommendations and agreed action plans are presented to the AC on a quarterly basis. The Company appoints internal auditors to carry out a review of the adequacy and effectiveness of the Group’s key internal controls, including financial, operational, compliance and information technology controls as well as risk management systems to the extent of their scope as laid out in their audit plan. In the absence of evidence to the contrary, the Board is satisfied the system of internal controls maintained by the Company and that was in place throughout the financial year and up to the date of this report provides reasonable, but not absolute, assurance against material financial misstatements or losses, and includes the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulations and best practices, and the identification and containment of financial, operational and compliance risks. Based on the risk management and internal control systems established and implemented by the Group, and work conducted by the internal auditors, external auditors and our internal audit team, the Board, with the concurrence of the AC, is satisfied the Company’s system of internal controls and risk management procedures maintained by the Group are adequate and effective to meet the needs of the Company in addressing the financial, operational, compliance, information technology controls and risk management systems in the Group’s current business environment, with no material weaknesses identified. The Board has received assurances from the CEO and acting Chief Financial Officer that: (i) the financial records have been properly maintained (and the financial statements comply with the appropriate accounting standards) and the financial statements give a true and fair view of the Company’s operations and finances; and (ii) the Company’s risk management and internal control systems are adequate and effective. The Board notes that all internal control systems are designed to manage rather than eliminate risks and no system of internal controls could provide absolute assurance against the occurrence of material errors, poor judgment in decision-making, human error losses, fraud or other irregularities. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 113 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Accountability and Audit (continued) Audit Committee Principle 10: The Board has an Audit Committee (“AC”) which discharges its duties objectively. Provision 10.1 The duties of the AC include: (a) reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the company and any announcements relating to the company’s financial performance; (b) reviewing at least annually the adequacy and effectiveness of the company’s internal controls and risk management systems; (c) reviewing the assurance from the CEO and the acting CFO on the financial records and financial statements; (d) making recommendations to the Board on: (i) the proposals to the shareholders on the appointment and removal of external auditors; and (ii) the remuneration and terms of engagement of the external auditors; (e) reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the company’s internal audit function; and (f) reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on. The company publicly discloses, and clearly communicates to employees, the existence of a whistle-blowing policy and procedures for raising such concerns. The AC is governed by terms of reference with its primary responsibilities as follows: • to assist the Board in discharging its responsibility to safeguard the Group’s assets, maintain adequate accounting records, and develop and maintain effective systems of internal control with the overall objective of ensuring that our management creates and maintains an effective control environment in the Group; • to provide a channel of communication between the Board, the management team, the external auditors and internal auditors on matters relating to audit; • to monitor senior management’s commitment to the establishment and maintenance of a satisfactory control environment and an effective system of internal control (including any arrangements for internal audit); • to monitor and review the scope and results of external audit and its cost effectiveness and the independence and objectivity of the external auditors; and • to monitor and review the scope and results of internal audit and the cost effectiveness of the internal auditors. In addition, the functions of the AC are to: • review with the external auditors the audit plans, their evaluation of the system of internal controls, their management letter and the management’s response thereto; • review with the internal auditors the internal audit plans and their evaluation of the adequacy of the internal control and accounting system before submission of the results of such review to the Board for approval; • review the quarterly and annual financial statements and any formal announcements relating to the Group’s financial performance before submission to the Board for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, compliance with accounting standards and compliance with the SGX-ST Listing Manual, ASX Listing Rules and any other relevant and statutory or regulatory requirements; E C N A N R E V O G 114 ANNUAL REPORT 2023CIVMECAccountability and Audit (continued) Audit Committee (continued) In addition, the functions of the AC are to: (continued) • review the internal control and procedures and ensure co-ordination between the external auditors and the management, review the assistance given by the management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of our management where necessary); • review and consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors; • review and consider the appointment or re-appointment of the internal auditors and matters relating to resignation or dismissal of the auditors; • review interested person transactions (if any); • review the Groups’ hedging policies, procedures and activities (if any) and monitor the implementation of the hedging procedure/policies, including reviewing the instruments, processes and practices in accordance with any hedging polices approved by the Board; • review potential conflicts of interest, if any, and to set out a framework to resolve or mitigate such potential conflicts of interests; • undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters arising and requiring the attention of the Audit Committee; • review and discuss with investigators, any suspected fraud, irregularity, or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position, and the management’s response thereto; • generally to undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual and ASX Listing Rules, and by such amendments made thereto from time to time; • review the effectiveness and adequacy of the administrative, operating, internal accounting and financial control procedures; • review the findings of internal investigation into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any law, rule or regulation which has or is likely to have a material impact on the Group’s operating results and/or financial position; • review key financial risk areas, with a view to providing an independent oversight on the Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or if the findings are material, to be immediately announced via SGXNET and ASX Online; and • review the Group’s compliance with such functions and duties as may be required under the relevant statutes or the SGX-ST Listing Manual and ASX Listing Rules, including such amendments made thereto from time to time. The AC has the power to conduct or authorise investigations into any matters within its scope of responsibility. The AC is authorised to obtain independent professional advice whenever deemed necessary to discharge of its responsibilities at the Company’s expenses. The AC has the co-operation of and complete access to the Company’s management. It has full discretion to invite any Director or Executive Officer to attend the meetings and has been given reasonable resources to enable the discharge of its functions. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 115 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Accountability and Audit (continued) Audit Committee (continued) Principle 10 (continued) Provision 10.1 (continued) As at the reporting period of the year, the AC has: • reviewed the scope of work of the external auditors; • reviewed the scope of work of the internal auditors; • reviewed audit plans and discussed the results of the respective findings and their evaluation of the Company’s system of internal accounting controls; • reviewed interested person transactions of the Company; • met with the Company’s external auditors and internal auditors without the presence of the management; • reviewed the external auditors’ independence and objectivity; • reviewed the Company’s procedures for detecting fraud and whistle-blowing matters and to ensure that arrangements are in place by which any employee, may in confidence, raise concerns about improprieties in matters of financial reporting, financial control, or any other matters. A report is presented to the AC on a quarterly basis whenever there is a whistle-blowing issue; and • reviewed and recommended the implementation of the tax internal controls testing plan and the results from the testing undertaken. The AC, having reviewed the external auditors’ non-audit services, is satisfied there were no non-audit services rendered that would affect the independence of the external auditors. The AC recognises the need to maintain a balance between the independence and objectivity of the external auditors and the work carried out by the external auditors based on monetary consideration. The aggregate amount of agreed fees to be paid to the external auditors, Moore Stephens LLP for FY2023 is A$122,000 (equivalent S$107,000) which comprises audit fee of A$100,000 (equivalent S$87,000) and A$22,000 (equivalent S$20,000) audit related fees. The AC has recommended to the Board the re- appointment of Moore Stephens LLP as the Company’s external auditors at the forthcoming AGM. The AC is kept abreast by the external auditors of changes to accounting standards, SGX-ST Listing Manual and ASX Listing Rules, and other regulations which could have an impact on the Group’s business and financial statements. The Company has a whistle-blowing policy where people may, in confidence, raise concerns about possible improprieties in matters of financial reporting, fraudulent acts, bribery/corruption conduct, breach of code of conduct and other matters, and has ensured that arrangements are in place for independent investigations of such matters and for appropriate follow up actions. All whistle-blowing reports will be addressed to the AC Chairman, either directly or through STOPline, the independent third-party whistle- blowing service provider. Staff are regularly informed of the existence of the whistle-blowing mechanism and encouraged to report relevant matters. The identity of persons using this facility are kept confidential unless the person(s) indicate otherwise and the Company does not tolerate any victimisation of a whistleblower. There were two reports received through the whistle-blowing system during FY2023. These reports were related to the same grievance of an employee who felt unfairly treated. The reports were investigated and following discussion between the parties concerned a mutually satisfactory outcome was reached. E C N A N R E V O G 116 ANNUAL REPORT 2023CIVMECAccountability and Audit (continued) Audit Committee (continued) Principle 10 (continued) Provision 10.2 The AC comprises at least three directors, all of whom are non-executive and the majority of whom, including the AC Chairman, are independent. At least two members, including the AC Chairman, have recent and relevant accounting or related financial management expertise or experience. The Audit Committee comprises the following three members, all of whom, including the AC Chairman, are Non-Executive Independent Directors: Mr. Chong Teck Sin – AC Chairman and Lead Independent Director Mr. Douglas Owen Chester Mr. Wong Fook Choy Sunny – Member – Member The Board ensures that the members of the AC are appropriately qualified to discharge their responsibilities and they possess the requisite accounting and/or financial management expertise and experience. Provision 10.3 The AC does not comprise former partners or directors of the company’s existing auditing firm or auditing corporation: (a) within a period of two years commencing on the date of their ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case, (b) for as long as they have any financial interest in the auditing firm or auditing corporation. None of the AC members are previous partners or directors of the Group’s auditors, Moore Stephens LLP and none of the AC members hold any financial interest in Moore Stephens LLP. Provision 10.4 The primary reporting line of the internal audit function is to the AC, which also decides on the appointment, termination and remuneration of the head of the internal audit function. The internal audit function has unfettered access to all the company’s documents, records, properties and personnel, including the AC, and has appropriate standing within the company. The Board recognises the importance of maintaining an internal audit function, independent of the activities it audits, to maintain a sound system of internal control within the Company to safeguard shareholders’ investments and the Company’s assets. The Company’s internal audit function is outsourced to Deloitte, which is one of the Big Four multinational accounting organisations and it is independent of the Company’s business activities. The internal audit team that provide expertise and industry insights to strengthen the Company’s governance and risk management on an annual basis and comprises a director, a senior manager and supported by other staff, which have more than 30 years of relevant experience combined. The internal auditors conduct the audit based on the standards set by internationally recognised professional bodies. The annual internal audit plan is submitted to the AC for approval prior to the commencement of the internal audit work. The internal auditors review the effectiveness of key internal controls in accordance with the internal audit plan. Staffed by suitably qualified and experienced executives, the internal auditors have unrestricted direct access to the AC and unfettered access to all the Company’s documents, properties and personnel. The internal auditors have a direct and primary reporting line to the AC and assist the AC in overseeing and monitoring the implementation and improvements required on internal control weaknesses identified. The AC reviews the adequacy and effectiveness of the internal audit function quarterly. The role of the internal auditors is to support the AC in ensuring that the Group maintains a sound system of internal controls by monitoring and assessing the effectiveness of key controls and procedures, conducting in-depth audits of high-risk areas and undertaking investigations as directed by the AC. The AC regularly reviews the performance of the internal auditors and determines their reappointment and level of remuneration. The AC reviews the adequacy of the function of the internal audit annually and based on this review believes that the internal auditors have adequate resources to perform their function effectively and objectively and has unfettered access to the Company’s documents, records, properties and personnel. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 117 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Accountability and Audit (continued) Audit Committee (continued) Principle 10 (continued) Provision 10.4 (continued) The AC is satisfied with the effectiveness of the existing internal control systems put in place by senior management to meet the needs of the Group in its current business environment. The Company’s external auditors also conduct annual reviews of the effectiveness of the Group’s material internal controls for financial reporting in accordance with the scope as laid out in their audit plans. Shareholder Rights and Engagement Shareholder Rights and Conduct of General Meetings Principle 11 The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects. Provision 11.1 The company provides shareholders with the opportunity to participate effectively in and vote at general meetings of shareholders and informs them of the rules governing general meetings of shareholders. The AGM and other shareholders’ meetings will always be held at a reasonable place and time. The Company ensures that shareholders have the opportunity to participate effectively and to vote at shareholders’ meetings. In this regard, shareholders are informed of shareholders’ meetings through notices contained in annual reports or a circular sent to all shareholders. These notices are also published in the local newspaper and posted on SGXNET and ASX Online. Shareholders are able to send and receive communications electronically with the Company through its respective share registries platform in Singapore and Australian, details for doing so are available on the corporate website at www.civmec.com. au. At AGM and other shareholders’ meetings, the Executive Chairman ensures constructive dialogue between the Board and shareholders and upholds high standards of corporate governance. Shareholders are invited and given the opportunity to voice their views, put forth any questions and seek clarification on questions they may have regarding the Company. Shareholders are also informed of the rules and voting procedures governing such meetings under the relevant notice of meeting. For greater transparency, the Company has adopted the voting of all its resolutions by poll at the general meetings and an announcement of the detailed results of the number of votes cast for and against each resolution and the respective percentages are announced at the meeting and via announcements on SGXNET and ASX Online made on the same day. Provision 11.2 The company tables separate resolutions at general meetings of shareholders on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “bundled”, the company explains the reasons and material implications in the notice of meeting. Resolutions are, as far as possible, structured separately and may be voted on independently. E C N A N R E V O G 118 ANNUAL REPORT 2023CIVMECShareholder Rights and Engagement (continued) Shareholder Rights and Conduct of General Meetings (continued) Principle 11 (continued) Provision 11.3 All directors attend general meetings of shareholders, and the external auditors are also present to address shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report. Directors’ attendance at such meetings held during the financial year is disclosed in the company’s annual report. The Directors and the external auditors are available at the AGM to answer shareholders’ queries. In FY2022, all Directors and the external auditor attended the AGM. Provision 11.4 The company’s Constitution (or other constitutive documents) allow for absentia voting at general meetings of shareholders. The Group fully supports the Code’s principle to encourage shareholders’ participation in and vote at all the general meetings. The Company’s Constitution allows the appointment of not more than two proxies by shareholders to attend the AGM and vote on his/her/their behalf. Shareholders who hold shares through nominees are allowed, upon prior request through their nominees, to attend the general meetings as proxies without being constrained by the two-proxy requirement. The Company, however, has not implemented measures to allow shareholders who are unable to vote in person at the Company’s AGM the option to vote in absentia, such as via mail, electronic mail or facsimile transactions as the authentication of shareholder indemnity information and other related security issues remain a concern. The Company will review its Constitution from time to time. Where an amendment to its Constitution is required to align the relevant provisions with the requirements of the SGX-ST Listing Manual and the ASX Listing Rules, shareholders’ approval will be obtained. Provision 11.5 The company publishes minutes of general meetings of shareholders on its corporate website as soon as practicable. The minutes record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and Management. The Company Secretaries prepares minutes of general meetings that include substantial and relevant comments or queries from shareholders relating to the agenda of the meetings and responses from the Board and the senior management, and makes these minutes available to shareholders at the registered office of the Company at 80 Robinson Road #02-00, Singapore 068898 during normal business hours upon written request. Minutes of general meetings will be published on the Company’s corporate website within 30 days of the date of the meeting. Provision 11.6 The company has a dividend policy and communicates it to shareholders Civmec Limited is committed to providing excellent returns to its shareholders through a combination of longer-term capital growth and regular dividend payments. The Board considers a range of factors in determining the dividend payable in any year, including the business environment, balance sheet, working capital requirements of the business and potential investment opportunities. The form, frequency and amount of dividends declared each year will take into consideration the Group’s profit growth, cash position, positive cash flow generated from operations, projected capital requirements for business growth and other factors as the Board may deem appropriate. Any payouts are clearly communicated to shareholders in public announcements and via announcements on SGXNET and ASX Online when the Company discloses its financial results. The Company’s dividend policy is published on the Company’s corporate website at www.civmec.com.au. The Company has proposed a tax exempt (foreign source) Final Dividend of A$0.03 per ordinary share for the financial year ended 30 June 2023, payment of which is subject to shareholders’ approval at the forthcoming AGM. This dividend is fully franked for Australian tax resident shareholders. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 119 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Shareholder Rights and Engagement (continued) Engagement with Shareholders Principle 12 The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the company Provision 12.1 The company provides avenues for communication between the Board and all shareholders and discloses in its annual report the steps taken to solicit and understand the views of shareholders. The Board is mindful of its obligations to furnish timely information to its shareholders, the public and regulators and to ensure full disclosure of material information to its shareholders in compliance with the statutory requirements and the SGX-ST Listing Manual and ASX Listing Rules. In this respect the Board is responsible for the release of half yearly and full year results, price sensitive information, the annual report and other material corporate developments in a timely manner and within the legally prescribed period. The Company does not practise selective disclosure. In line with continuous disclosure obligations of the Company pursuant to the SGX-ST Listing Manual, the Companies Act of Singapore and the ASX Listing Rules, it is the Company’s policy that all the shareholders should be equally informed, on a timely basis via SGXNET and ASX Online, of all major developments that will or expect to have an impact on the Company or the Group. The Board will also receive copies of all material market announcements promptly after they have been made by the Company. The Company also updates shareholders of its corporate developments and Continuous Disclosure Policy through its corporate website at www.civmec.com.au. In addition, all price sensitive information was publicly released either before the Company met with any of the Company’s investors or analysts or simultaneously with such meetings. Financial results and other corporate announcements of the Company are disseminated through announcements via SGXNET and ASX Online. Provision 12.2 The company has in place an investor relations policy which allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders. The Company has in place an Investor Relations Policy which sets out the principles and practices that the Company applies in order to provide shareholders and prospective investors with information necessary to make well informed investment decisions and to ensure a level playing field. In addition, the Group has in-house professionals that support the Company to promote relations with, and act as liaison for, institutional investors and public shareholders. Provision 12.3 The company’s investor relations policy sets out the mechanism through which shareholders may contact the company with questions and through which the company may respond to such questions. Relevant contact information through which shareholders may contact the Company are published on its corporate website at https://www.civmec.com.au/investors/shareholder-services/. CLICK or scan QR code to view our Investor Relations Policy. CLICK or scan QR code to view ‘Shareholder Services’ on our website. E C N A N R E V O G 120 ANNUAL REPORT 2023CIVMECManaging Stakeholders’ Relationships Engagement with Stakeholders Principle 13 The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served Provision 13.1 The company has arrangements in place to identify and engage with its material stakeholder groups and to manage its relationships with such groups. Provision 13.2 The company discloses in its annual report its strategy and key areas of focus in relation to the management of stakeholder relationships during the reporting period. Provision 13.3 The company maintains a current corporate website to communicate and engage with stakeholders. The Company engages its stakeholders through different channels to establish, address and monitor the material environmental, social and governance (ESG) factors of the Company’s operations and its impact on the various stakeholders. Such stakeholders include employees, community, government, regulators, shareholders and investors. The Company engages stakeholders through the various channels that are already in place, understanding its stakeholders’ concerns better, and addressing any issues that they may face. In addition, engagement channels and frequencies are reviewed periodically to ensure that they are sufficient to deal with current identified stakeholders’ ESG-related issues. The Company is committed to enhance and improve the current engagement initiatives, while staying abreast of new trends or developments that may affect the sustainability standing of the Company, and eventually devise corresponding measures to resolve the new ESG issues. The Company’s website can be found at www.civmec.com.au. and includes a tab labelled ‘Investors’ which provides investors with all the information they may require. Other Governance Practices Material Contracts There were no material contracts of the Company and its subsidiaries, including loans, involving the interests of any Director, the CEO or the controlling shareholders during FY2023. Interested Person Transactions The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the AC and these interested persons’ transactions are conducted on an arm’s length basis and are not prejudicial to the interests of the shareholders. There were no material interested person transactions for FY2023. CLICK or scan QR code to view our website. CLICK or scan QR code to view ‘Investors’ information on our website. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 121 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) Governance Board Oversight Civmec is in the initial stages of its journey to apply the TCFD recommendations, and is committed to developing additional climate governance mechanisms so that, in time, there is explicit oversight of climate- related risks and opportunities by the Board and designation of climate-related responsibilities to management. Civmec has a risk appetite statement, risk management framework and compliance framework that align its business operational activities against the objectives of the Civmec strategic plan to calculate the level of risk that it is willing to assume. The Board exercises oversight on the risks and opportunities (including climate-related risks) to the business through the Risks and Conflicts Committee (RCC). The primary responsibility of the RCC, which is made up of three independent directors and meets quarterly, is to review and monitor the Group’s risk management strategy and includes monitoring of the risk exposures, reviewing internal audit reports on the adequacy of controls in place to mitigate risks, and management’s views on the acceptable and appropriate level of risk faced by Civmec’s business units. A consistent process is followed to prepare the Group Risk Report, which summarises the salient risks, for the RCC. The RCC reviews these salient risks and provides feedback on Civmec’s risk performance and exposure to the Board. Management Roles At a management level, the executive team is comprised of the Chief Executive Officer (CEO), Chief Operating Officer (COO), the Executive Group Manager (EGM) – Operational Support, EGM – Proposals and Growth, EGM – Maintenance, EGM – Construction and EGM – Manufacturing. The executive team meets on a monthly basis with an agenda, which includes reviewing of salient risks to the business and mitigation strategies. The EGM – Proposals and Growth is responsible for the risk management system and overseeing the strategic plan process. Sustainability issues are driven by the Civmec executive team and chaired by the CEO. Individual executive managers are assessed on factors that include contributions to the Board’s long-range planning and strategies. In order to develop Civmec’s sustainability governance and further integrate sustainability issues across the business, the Group instituted the Sustainability Committee (SC) in FY23. Members of the SC include the COO and representation from business units, including HSEQ, HR, Finance, and Proposals. The SC is responsible for issuing the development of the climate-related risks and opportunities register. The SC also reports directly to the executive team and CEO to recommend climate-related strategies, actions and targets. It is intended that the SC will be utilised to take further steps to formalise and embed its role in the management of climate-related issues in the next financial year. E C N A N R E V O G 122 ANNUAL REPORT 2023CIVMECThe SC has coordinated stewardship on the company’s climate-related risk mitigation and opportunities, including related budgeting for capital expenditure. The SC assessed key climate-related risks and opportunities and made recommendations for approval by the Civmec executive team. In FY23, Civmec took its first steps in applying the TCFD recommendations to the management of climate- related risks. The Board reviewed and approved Civmec’s preliminary TCFD disclosures, which includes the company’s current process for climate-related risks and opportunities, targets, and performance. In addition, the Board undertook training in sustainability reporting to increase their understanding of sustainability risks and opportunities, including climate-related issues. In accordance with the risk management framework, the material climate-related risks will be reviewed by the RCC in FY24. Strategy In FY23, Civmec undertook its first actions to identify and assess climate-related risks and opportunities relevant to Civmec, in line with the TCFD Guidance. These actions included the completion of a workshop to conduct an initial assessment of risks and opportunities and their impacts in a low carbon economy consistent with a 2°C scenario and in an RCP 8.5 (high physical risks) scenario. Risks, Opportunities and Impacts The following summarises the initial explorative exercise of risks and opportunities relevant to Civmec undertaken in the workshop. Although the Group has identified specific timeframes for more detailed assessment of climate-related risks (short term from FY24 to 2030, medium term from 2030 to 2050, and long term beyond 2050), the high level assessment conducted in FY23 focused on risks across a long-term horizon (from now to 2050). The assessment, therefore, highlights risk areas for further focused analysis and detailed scenario planning. The most salient physical and transition risks identified for the business are: • Extreme weather events: damage to fixed assets and equipment could lead to higher insurance premiums or the potential for some assets to be uninsurable. Disruptions to operational performance, productivity and supply chains could lead to increase costs; • Market forces: increasing client demands for suppliers to transition faster than legal requirements could lead to increased costs or bringing costs forward; and • Technology: Rate of adoption of emerging technologies could result in loss of revenue/ additional costs from either failure of immature technology (early adoption) or loss of competitive advantage (late adoption). Other risks – such as long-term shifts in climate patterns, exposure to litigation, water scarcity and reputation – were considered, but not deemed to be material at this stage. Opportunities were also identified and considered as part of the high-level assessment and included supporting mining and infrastructure projects within a low carbon economy, continuing to identify and assess options for energy and resource efficiency, and greater use of low carbon materials and energy sources. These risks and opportunities will be refined as Civmec undertakes a deeper dive into scenario analysis and planning. This will allow us to better understand and assess each risk in terms of the geographic, market and technological context, the impacts over relevant time horizons, and develop specific management responses. The outcome of this iterative analysis will form part of the Civmec strategic plan and be detailed in subsequent disclosures. In line with the TCFD Guidance, the high-level assessment considered the potential financial impacts of climate-related risks and opportunities in qualitative terms. The impacts of the most salient physical and transition risks identified for the business are described above. Resilience In terms of resilience Civmec has a successful record of diversification and adaptation as a means to avoid significant financial volatility and remain profitable. This organisational strategy will be tested as part of the scenario analysis and planning (including analysis of a 2°C or lower scenario) to be conducted in the next financial year. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 123 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC GOVERNANCE continued Risk Management Civmec’s Risk Management Framework (RMF) is well embedded within the business processes of the Group. The RMF outlines the principles, approach, responsibilities and guidance for identifying, assessing and managing risk. The RMF requires that identification and assessment of Corporate and Group level risk is undertaken in a workshop setting. Following the identification and assessment of risks and opportunities, mitigation or risk treatment plans are developed to either better understand the risk or to reduce the likelihood or consequence of the risk to within the risk appetite. Business Risk falls under the responsibility of the EGM – Operational Support, whilst risk treatment plans are delegated to the responsible business unit, depending on the nature of the risk. Salient risk and risk treatment plans are incorporated into the strategic planning process. Individual Executive managers are assessed on their contribution to the Board’s long-term planning and strategy. Updates on material risks are reported by the Executive Team through to the RCC via the Group Risk Report. The Group Risk Report is then used by the RCC to form recommendations to the Board as part of its oversight. In FY23, as part of the high-level assessment of climate-related risks and opportunities, an externally facilitated workshop with representatives from Finance, Operational Support, HSEQ, Legal and Engineering was conducted to determine the most salient risks and priority opportunities (see the Strategy section). In order to improve alignment with the TCFD’s recommendations, Civmec plans to integrate explicit reference of climate-related risks and opportunities into the RMF. The outcome of the high-level assessment of climate-related risks and opportunities was reviewed and approved by the Executive Team under the provision that further work is required to understand the risks and exposure in greater detail. In line with the RMF, specific mitigation will be developed as part of the more detailed analysis of the climate-related risks (described on page 123) and detailed in subsequent disclosures. The high-level assessment of climate-related risks is the first step towards integration into Civmec’s overall risk management process. As the understanding of climate risk matures, further integration will include the inclusion of material related risks in the Group Risk Report. E C N A N R E V O G 124 ANNUAL REPORT 2023CIVMECAn estimate of Scope 3 emissions, along with associated boundaries for calculation or measurement, will be prepared as part of Civmec’s commitment to generating targets and reported in subsequent disclosures. Targets Civmec intends to normalise emission reduction targets with science-based targets for the near term and beyond for upcoming annual disclosures. These targets will be prepared in alignment with Science Based Targets Initiative (SBTi). Establishment of these targets forms part of the Group’s strategic plan for FY24. Forming an emissions reduction target has been included in the executive managers’ strategic action. Metrics and Targets Metrics Civmec has included annual reporting of emissions from its manufacturing facilities (Henderson and Newcastle) in its Sustainability Report since FY18. Metrics have included Scope 1 and 2 emissions, measured as tonnes of carbon dioxide equivalent, or tCO2e (as defined by the Greenhouse Gas Emissions Protocol: A Corporate Accounting and Reporting Standard) and emissions intensity, measured as total tonnes of carbon dioxide equivalent per millions of Australian dollars of revenue from manufacturing, or tCO2e/A$m. Given the year-on-year variability in activities undertaken by the Civmec Group, the emission intensity metric provides a high-level proxy for the influences of excellence and innovation, two of the Group’s core values, In FY23, Civmec extended measurement of emissions to include all activities under direct operational control (where fossil fuel use or electricity consumption is directly accounted as costs to the business), thereby generating a more accurate picture of Scope 1 and 2 emissions, and absolute total emissions. Total revenue for Civmec is utilised for the calculation of emissions intensity. The high-level assessment of climate-related risks and opportunities conducted in FY23 applied Civmec’s established risk criteria in the RMF for consequence, likelihood, ratings, hierarchy of controls and risk management actions. As Civmec continues its journey of understanding and assessing climate-related risks and opportunities, the Group will develop more detailed metrics focused on the areas of exposure/opportunity for which progress can be tracked. FY23 emissions are included on page 61. This includes emissions data for the manufacturing facilities only for FY22 and FY23 in order for a comparison to be drawn from previous years. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e 125 Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC 05 FINANCIAL REPORT 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 DIRECTORS’ STATEMENT INDEPENDENT AUDITOR’S REPORT CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME STATEMENTS OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS 128 134 142 143 144 145 146 148 T R O P E R L A C N A N F I I 126 ANNUAL REPORT 2023CIVMEC 05 I F n a n c a S D G s ^ m p a c o n t i i l ^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact. 127 ANNUAL REPORT 2023CIVMEC DIRECTORS’ STATEMENT T R O P E R L A C N A N F I I 128 ANNUAL REPORT 2023CIVMEC DIRECTORS’ STATEMENT i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 129 Additional Information ANNUAL REPORT 2023CIVMEC DIRECTORS’ STATEMENT T R O P E R L A C N A N F I I 130 ANNUAL REPORT 2023CIVMEC DIRECTORS’ STATEMENT i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 131 Additional Information ANNUAL REPORT 2023CIVMEC DIRECTORS’ STATEMENT • • • • • • T R O P E R L A C N A N F I I 132 ANNUAL REPORT 2023CIVMEC DIRECTORS’ STATEMENT i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 133 Additional Information ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited T R O P E R L A C N A N F I I 134 ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited • • o o i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 135 Additional Information ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited o o o o • T R O P E R L A C N A N F I I 136 ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited o • • • i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 137 Additional Information ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited • • • • • • T R O P E R L A C N A N F I I 138 ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 139 Additional Information ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited • • • • • • T R O P E R L A C N A N F I I 140 ANNUAL REPORT 2023CIVMEC INDEPENDENT AUDITOR’S REPORT to the members of Civmec Limited i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 141 Additional Information ANNUAL REPORT 2023CIVMEC CONSOLIDATED INCOME STATEMENT For the year ended 30 June 2023 T R O P E R L A C N A N F I I 142 ANNUAL REPORT 2023CIVMEC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 143 Additional Information ANNUAL REPORT 2023CIVMEC STATEMENTS OF FINANCIAL POSITION As at 30 June 2023 T R O P E R L A C N A N F I I 144 ANNUAL REPORT 2023CIVMEC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 145 Additional Information ANNUAL REPORT 2023CIVMEC CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2023 T R O P E R L A C N A N F I I 146 ANNUAL REPORT 2023CIVMEC CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 147 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 148 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i • • • • O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 149 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • • • T R O P E R L A C N A N F I I 150 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 151 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 152 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 153 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • T R O P E R L A C N A N F I I 154 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • • • • i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 155 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • T R O P E R L A C N A N F I I 156 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i • • • • • O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 157 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 158 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 159 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 160 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • • • • • • • i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 161 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 162 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 163 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 164 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 165 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 166 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 167 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 168 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 169 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 170 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 171 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 172 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 173 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 174 174 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 175175 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 176 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 177 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 178 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 179 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 180 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 181 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 182 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 183 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 184 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 185 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 186 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 187 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 188 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i • • • • O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 189 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 190 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 191 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 192 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 193 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 194 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 195 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 196 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • • • • • • i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 197 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 198 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 - - - i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 199 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • T R O P E R L A C N A N F I I 200 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 201 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 T R O P E R L A C N A N F I I 202 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 - - - i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 203 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • • • • T R O P E R L A C N A N F I I 204 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 - - - i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 205 Additional Information ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • T R O P E R L A C N A N F I I 206 ANNUAL REPORT 2023CIVMEC NOTES TO THE FINANCIAL STATEMENTS 30 June 2023 • • • • • • • • • • • • i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t 207 Additional Information ANNUAL REPORT 2023CIVMEC 06 ADDITIONAL INFORMATION 6.1 6.2 6.3 6.4 6.5 6.6 6.7 STATISTICS OF SHAREHOLDERS NOTICE OF ANNUAL GENERAL MEETING DISCLOSURE OF INFORMATION ON DIRECTORS SEEKING RE-ELECTION CORPORATE REGISTRY GRI CONTENT INDEX TCFD INDEX PROXY FORM 210 212 226 229 230 237 238 I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC208 06 209 ANNUAL REPORT 2023CIVMECSTATISTICS OF SHAREHOLDERS for the year ended 30 June 2023 Shareholders’ Statistics and Distribution as at 22 September 2023 Class of Shares: Ordinary Shares Voting Rights (excluding treasury shares): One vote per Ordinary Share No. of issued shares: 507,546,000 No. of issued shares excluding treasury shares: 507,531,000 No. of treasury shares: 15,000 Distribution of Shareholdings SIZE OF SHAREHOLDINGS NO. OF SHAREHOLDERS 1 - 99 100 - 1,000 1,001 - 10,000 10,001 - 1,000,000 1,000,001 and Above TOTAL 4 51 448 500 25 % 0.39 4.96 43.58 48.64 2.43 1,028 100.00 NO. OF SHARES 139 36,719 2,709,967 46,391,969 458,392,206 507,531,000 % 0.00 0.01 0.53 9.14 90.32 100.00 Twenty Largest Shareholders as at 22 September 2023 NAME OF SHAREHOLDER NO. OF SHARES % OF SHARES CHESS DEPOSITARY NOMINEES PTY LIMITED DBS NOMINEES PTE LTD CITIBANK NOMINEES SINGAPORE PTE LTD CGS-CIMB SECURITIES (SINGAPORE) PTE LTD MAYBANK SECURITIES PTE. LTD. RAFFLES NOMINEES (PTE) LIMITED LEE TECK LENG PHILLIP SECURITIES PTE LTD FOO SIANG GUAN GOH GEOK LING UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED NG KEE CHOE LAI VOON NEE HENG KHENG LONG HO KONG CHEW PANG CHIN FATT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 WONG YEW MENG 18 19 20 DB NOMINEES (SINGAPORE) PTE LTD DIANA SNG SIEW KHIM OCBC SECURITIES PRIVATE LTD TOTAL: 240,696,118 52,318,934 49,335,345 34,572,964 18,812,974 7,672,102 5,700,200 5,496,600 5,015,249 4,994,434 4,240,200 3,330,134 3,300,000 3,130,845 3,030,000 2,273,000 2,069,455 2,000,000 1,964,000 1,862,400 451,814,954 47.42 10.31 9.72 6.81 3.71 1.51 1.12 1.08 0.99 0.98 0.84 0.66 0.65 0.62 0.60 0.45 0.41 0.39 0.39 0.37 89.03 Note: The percentage is based on 507,531,000 shares (excluding shares held as treasury shares) as at 22 September 2023. I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC210 STATISTICS OF SHAREHOLDERS for the year ended 30 June 2023 Substantial Shareholders NAME Direct Interest % No. of Shares Deemed Interest % No. of Shares JF & OT Fitzgerald Family Trust (1) 97,720,806 19.25% Kariong Investment Trust (2) 97,566,806 19.22% - - Michael Lorrain Vaz (3) James Finbarr Fitzgerald (and Olive Teresa Fitzgerald) (1) Goldfirm Pty Ltd (2) Patrick John Tallon (2) 13,114,000 - - 2.58% 23,812,000 4.69% - - 97,720,806 19.25% 97,566,806 19.22% 54,000 0.01% 97,566,806 19.22% Note: 1. 2. 3. Mr James Finbarr Fitzgerald and his spouse (Olive Teresa Fitzgerald) are the trustees of the JF & OT Fitzgerald Family Trust. Pursuant to Section 4(3) of the Securities and Futures Act (SFA), Mr James Finbarr Fitzgerald and his spouse (Olive Teresa Fitzgerald), their children (Sean Fitzgerald, Claire Fitzgerald and Sarah Fitzgerald) and Parglade Holdings Pty Ltd (which is equally held by Mr James Finbarr Fitzgerald and his spouse) are deemed to have an interest in the Shares owned by JF & OT Fitzgerald Family Trust, which are legally held in the names of Mr James Finbarr Fitzgerald and his spouse, Olive Teresa Fitzgerald, as trustees. Goldfirm Pty Ltd is the trustee of the Kariong Investment Trust. Mr Patrick John Tallon has a deemed interest in the Shares which are held by Goldfirm Pty Ltd as trustee. Pursuant to Section 4(3) of the SFA, Mr Patrick John Tallon is also deemed to have interest in the Shares owned by the Kariong Investment Trust, which are legally held in the name of Goldfirm Pty Ltd, as trustee. Michael Lorrain Vaz has deemed interest in 23,812,000 shares which are held by Clarendon Pacific Ventures Pte. Ltd. Percentage of Shareholding in Public’s Hands Based on Shareholders’ Information as at 22 September 2023 and to the best knowledge of the Directors, approximately 52.2% of the issued ordinary shares of the Company is held in the hands of the public (on basis of information available to the Company). Accordingly, the Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC211 NOTICE OF ANNUAL GENERAL MEETING CIVMEC LIMITED Company Registration No. 201011837H (Incorporated in the Republic of Singapore) NOTICE IS HEREBY GIVEN that the Annual General Meeting (‘AGM’) of the Company will be held at Carlton Hotel Singapore, 76 Bras Basah Road, Singapore on Tuesday, 31 October 2023 at 10:30 a.m. to transact the following businesses: As Ordinary Business: 1 2 3 4 To receive and adopt the Audited Financial Statements of the Company for the financial year ended 30 June 2023 together with the Directors’ Statement and Independent Auditors’ Report thereon. Ordinary Resolution 1 To approve the payment of a tax exempt (foreign sourced) Final Dividend of 3.0 Australian cents per ordinary share for the financial year ended 30 June 2023. To approve the payment of Directors’ fees of S$265,000 for the financial year ending 30 June 2024, to be paid quarterly in arrears. (FY2023: S$265,000) [See Explanatory Note (i)] For the purposes of ASX Listing Rule 10.17, to approve the increase in payment of non- executive Directors’ fees of S$103,000 (i.e. aggregate of S$368,000) for the financial year ending 30 June 2024, to be paid quarterly in arrears. (FY2023: S$265,000). This increase will allow appointment of an additional Independent Director to aid Board renewal (S$89,000) and increase fees of existing Independent Directors (S$14,000). Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 [See Explanatory Note (ii)] Voting Exclusion: In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out by or on behalf of a Director or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. (b) (c) (ii) 5 To re-elect the following Directors retiring pursuant to Regulation 118 of the Company’s Constitution and for the purposes of ASX Listing Rule 14.5: (a) Mr James Finbarr Fitzgerald [See Explanatory Note (iii)] (b) Mr Patrick John Tallon [See Explanatory Note (iii)] (c) Mr Kevin James Deery [See Explanatory Note (iii)] (d) Mr Chong Teck Sin [See Explanatory Notes (iii)] (e) Mr Wong Fook Choy Sunny [See Explanatory Notes (iii)] (f) Mr Douglas Owen Chester [See Explanatory Notes (iii)] 6 To re-appoint Messrs Moore Stephens LLP as the Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Ordinary Resolution 9 Ordinary Resolution 10 Ordinary Resolution 11 I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC212 NOTICE OF ANNUAL GENERAL MEETING As Special Business: To consider and, if thought fit, to pass with or without modifications the following resolutions, will be proposed as Ordinary Resolutions: Ordinary Resolution 12 7 Authority to allot and issue shares THAT pursuant to Section 161 of the Companies Act 1967 of Singapore (the “Companies Act”), and the listing rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”), and subject to the Company’s compliance with the requirements of the ASX Listing Rules, authority be and is hereby given for the Directors of the Company (“Directors”) at any time to such persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to: (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; (ii) make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, ‘Instruments’) including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares; (iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuant to any Instrument made or granted by the Directors while the Resolution was in force, provided always that: (a) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per centum (50%) of the Company’s total number of issued shares (excluding treasury shares and shares (if any) held by a subsidiary), of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued other than on a pro-rata basis to shareholders of the Company does not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares and shares (if any) held by a subsidiary), and for the purpose of this Resolution, the total number of issued shares (excluding treasury shares and shares (if any) held by a subsidiary) shall be the Company’s total number of issued shares (excluding treasury shares and shares (if any) held by a subsidiary) at the time this Resolution is passed, after adjusting for: (i) new shares arising from the conversion or exercise of convertible securities, or (ii) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed, and (iii) any subsequent bonus issue, consolidation or subdivision of the Company’s shares; Adjustments in accordance with (i), (ii) and (iii) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this resolution. (b) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (iv)] i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC213 NOTICE OF ANNUAL GENERAL MEETING As Special Business (continued) 8 Proposed Grant of Performance Rights to Mr Kevin James Deery, a Director of the Company, under the Civmec Key Senior Executives Performance Rights Plan Ordinary Resolution 13 THAT, for the purposes of ASX Listing Rule 10.14, and for all other purposes: (a) approval be given for the grant of Performance Rights covering 306,000 fully- paid Shares to Mr Kevin James Deery, upon such terms to be determined by the Remuneration Committee, in accordance with the rules of the Civmec PRP; and (b) the Directors be and are hereby authorised to allot and issue from time to time such number of fully-paid Shares as may be required to be delivered pursuant to the vesting of such Performance Rights under the Civmec PRP. [See Explanatory Note (v)] Voting Exclusion: In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf any person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Kevin James Deery) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 9 To transact any other business which may properly be transacted at an Annual General Meeting. BY ORDER OF THE BOARD James Finbarr Fitzgerald Executive Chairman 9 October 2023 I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC214 NOTICE OF ANNUAL GENERAL MEETING Explanatory Notes: (i) (ii) Ordinary Resolution 3 seeks Shareholder approval for the payment of fees to directors. The Singapore Companies Act 1967 requires shareholders’ approval to approve the payment of fees to directors each year. Ordinary Resolution 4 seeks Shareholder approval for the purposes of ASX Listing Rule 10.17 to increase the total aggregate amount of fees payable to non-executive Directors to S$368,000. This increase will allow appointment of an additional Independent Director to aid Board renewal (S$89,000) and increase fees of existing Independent Directors (S$14,000). ASX Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors’ fees payable to all of its non-executive directors without the approval of holders of its ordinary securities. Directors’ fees include all fees payable by the entity or any of its child entities to a non-executive director for acting as a director of the entity or any of its child entities (including attending and participating in any board committee meetings), superannuation contributions for the benefit of a non- executive director and any fees which a non-executive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine “special exertion” fees paid in accordance with an entity’s constitution, or securities issued to a non-executive director under the ASX Listing Rules 10.11 or 10.14 with the approval of the holders of its ordinary securities. If Ordinary Resolution 4 is passed, the maximum aggregate amount of fees payable to the non- executive Directors will increase by S$103,000 to S$368,000. The increase to maximum aggregate amount of fees payable may enable the Company to: (a) Increase the number of Independent directors on the Board to allow for Board renewal; (b) fairly remunerate both existing and any new non-executive directors joining the Board; (c) remunerate its non-executive Directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates; and (d) have the ability to attract and retain non-executive directors whose skills and qualifications are appropriate for a company of the size and nature of the Company. If Ordinary Resolution 4 is not passed, the maximum aggregate amount of fees payable to non-executive directors will remain at S$265,000. This may inhibit the ability of the Company to remunerate, attract and retain appropriately skilled non-executive directors. In the past three years, the Company has not issued any securities to non-executive Directors pursuant to ASX Listing Rules 10.11 and 10.14. (iii) Each of Resolutions No. 5 to 10 are also included for the purpose of ASX Listing Rule 14.5, which provides that an entity which has directors must hold an election of directors at each annual general meeting. (iv) Resolution No. 12, if passed, will empower the Directors of the Company from the date of the passing of Resolution No. 12 to the date of the next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to an amount not exceeding in total 50% of the issued shares (excluding treasury shares and shares (if any) held by a subsidiary) in the capital of the Company, with a sub-limit of 20% of the issued shares (excluding treasury shares and shares (if any) held by a subsidiary) for issues other than on a pro-rata basis to shareholders. Upon the passing of Resolution No. 12, pursuant to SGX Listing Rule 806, approval by an issuer’s shareholders under SGX Listing Rule 805(1) is not required as the shareholders had, by ordinary resolution in a general meeting, given a general mandate to the directors of the issuer to issue shares or convertible securities. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC215 NOTICE OF ANNUAL GENERAL MEETING However, any issue of securities pursuant to Resolution No. 12 will be made subject to the Company’s compliance with ASX Listing Rule requirements including, but not limited to, the Company’s ability to issue securities under ASX Listing Rule 7.1 at any given time. Resolution No. 12 is not a prior approval for the issue of securities pursuant to ASX Listing Rule 7.1. (v) Resolution No. 13 seeks shareholders’ approval for the grant of Performance Rights covering 306,000 Shares to Mr Kevin James Deery upon such terms to be determined by the Remuneration Committee in accordance with the rules of the Civmec PRP, and the allotment and issuance from time to time such number of fully-paid Shares as may be required to be delivered pursuant to the vesting of such Performance Rights under the Civmec PRP. Mr Kevin James Deery is Chief Operating Officer of the Company. ASX Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities: 10.14.1 a director of the entity; or 10.14.2 an associate of a director of the entity; or 10.14.3 a person whose relationship with the entity or a person referred to in ASX Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders. The issue of Performance Rights to Mr Kevin James Deery falls within ASX Listing Rule 10.14.1 and therefore requires the approval of shareholders under ASX Listing Rule 10.14. If Resolution No. 13 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr Kevin James Deery under the Civmec PRP within 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Performance Rights (because approval is being obtained under ASX Listing Rule 10.14), the issue of the Performance Rights will not use up any of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1. If Resolution No. 13 is not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mr Kevin James Deery under the Civmec PRP. Pursuant to and in accordance with the requirements of ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of the Performance Rights. (a) The Performance Rights will be issued to Mr Kevin James Deery, who falls within the category set out in Listing Rule 10.14.1, by virtue of being a Director. (b) The maximum number of Performance Rights to be issued to Mr Kevin James Deery is 306,000. (c) The current total fixed annual remuneration package for Mr Kevin James Deery is A$727,398.80, comprising of salary and allowances of A$700,000 and a superannuation payment of A$27,398.80. Mr Deery is also eligible to up to A$400,000 in short term and long term incentives if certain performance measures are met. If the Performance Rights are issued, the total remuneration package of Mr Kevin James Deery will increase by A$192,382.20, being the value of the Performance Rights (based on the Black-Scholes methodology), to a maximum of A$1,319,781.00. (d) The Civmec PRP was last adopted by shareholders on 29 October 2021. 2,691,000 Performance Rights have previously been issued to Mr Kevin James Deery for nil cash consideration under the Civmec PRP. Of those Performance Rights previously issued, 522,000 have been cancelled, 1,418,000 have vested and been converted to shares and 751,000 remain. (e) The Performance Rights are unquoted performance rights. The Company has chosen to grant the Performance Rights to Mr Kevin James Deery for the following reasons: a. b. the Performance Rights are unlisted, therefore the grant of the Performance Rights has no immediate dilutionary impact on shareholders; the issue of Performance Rights to Mr Kevin James Deery will align the interests of Mr Kevin James Deery with those of shareholders; I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC216 NOTICE OF ANNUAL GENERAL MEETING c. d. the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Kevin James Deery; and it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights on the terms proposed. (f) The Company values the Performance Rights at A$192,382.20 (being A$0.6287 per Performance Right) based on the Black-Scholes methodology using the following assumptions: Valuation of the underlying Shares Valuation date Commencement of performance/vesting period Performance measurement/vesting date Expiry date Term of the Performance Right Volatility (discount) Risk free interest rate Gross Dividend Yield S$0.735 03 July 2023 03 July 2023 30 June 2026 30 June 2033 3 Years 25% 3.381% 8.75% (g) The issue price of the Performance Rights will be nil, as such no funds will be raised from the issue of the Performance Rights. h) A summary of the material terms and conditions of the Civmec PRP is set out in the Schedule. (i) (j) (k) (l) No loan is being made to Mr Kevin James Deery in connection with the acquisition of the Performance Rights. Details of any Performance Rights issued under the Civmec PRP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Civmec PRP after Resolution No. 13 is approved and who were not named in this Notice will not participate until approval is obtained under ASX Listing Rule 10.14. Key Senior Executives (including Controlling Shareholders and Associates of such Controlling Shareholders, each as defined in the Listing Manual of the SGX-ST) who have attained the age of 21 years and hold such rank as may be designated by the Remuneration Committee from time to time, are eligible to participate in the Civmec PRP. Directors, James Finbarr Fitzgerald, Patrick John Tallon and Kevin James Deery, are eligible to participate in the Civmec PRP. Non-Executive Directors are not eligible to participate in the Civmec PRP. Subject to the absolute discretion of the Remuneration Committee, Controlling Shareholders and their Associates who meet the criteria as set out above are eligible to participate in the Civmec PRP, provided that (i) the participation of each Controlling Shareholder or his Associate, and (ii) the actual number and terms of the Performance Rights to be granted to them have been approved by independent shareholders in separate resolutions for each such person – accordingly approval is being sought for the issue of Performance Rights to Mr Kevin James Deery. (m) The Performance Rights will be issued to Mr Kevin James Deery no later than 12 months after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Performance Rights will be issued on one date. (n) The terms of the Performance Rights are in accordance with the Civmec PRP subject to the key terms and conditions of the Performance Rights set out below. The Performance Rights to be granted to Mr Kevin James Deery will vest based on the performance of Mr Kevin James Deery over a three (3) year performance period from 1 July 2023 to 30 June 2026. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC217 NOTICE OF ANNUAL GENERAL MEETING The aggregate number of Performance Rights which shall vest in favour of Mr Kevin James Deery, will be based on the achievement of certain predetermined performance targets (which are based on absolute earnings per share (“aEPS”)) as determined by the Remuneration Committee in accordance with the Civmec PRP. The vesting schedule is as follows: Long Term Incentive Proportion Vesting – Number of Performance Rights to be vested, calculated as a percentage of the number of Performance Rights for each performance period 50% On a pro rata basis between 50% and 100% 100% In addition: Absolute Earnings per Share Target – If the aEPS achieved is equal to 90% of the three-year average annual result Between Target and Stretch – If the aEPS achieved is more than 90% but not more than 110% of the three-year average annual result Stretch – If the aEPS achieved is more than 110% of three-year average annual result • Upon satisfaction of the relevant vesting condition attached to a Performance Right, the Performance Right shall vest and will convert into 1 fully paid ordinary share in the capital of the Company. • A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues. • The Performance Rights are not transferable. • If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules at the time of reorganisation. • The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends. • If the vesting condition attached to the relevant Performance Right has not been satisfied within the relevant time period set out above, the relevant Performance Rights will automatically lapse. Notes: i. ii. The AGM will be held in a wholly physical format, at Carlton Hotel Singapore, 76 Bras Basah Road, Singapore on Tuesday, 31 October 2023 at 10:30 a.m. There will be no option for shareholders to participate virtually. Members may also submit questions related to the resolutions to be tabled for approval at the AGM. To do so, all questions must be submitted by 10:30 a.m. on 24 October 2023: (a) in hard copy by sending by post and lodging the same at the registered office of the Company at 80 Robinson Road #02-00, Singapore 068898; or (b) by email to agm@civmec.com.au. Members will need to identify themselves when posing questions by email or by mail by providing the following details: (a) the member’s full name as it appears on his/her/its CDP/CPF/SRS/Scrip-based share records; (b) the member’s NRIC/Passport/UEN number; (c) the member’s contact number and email address; and (d) the manner in which the member holds his/her/its Shares in the Company (e.g. via CDP, CPF, SRS or Scrip-based). I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC218 NOTICE OF ANNUAL GENERAL MEETING The Company will not be able to answer questions from persons who provide insufficient details to enable the Company to verify his/her/its shareholder status. The Company will address all substantial and relevant questions received from Shareholders before 10.30 a.m. on 24 October 2023 relating to the resolutions tabled for approval at the AGM by 25 October 2023 via an announcement to be published on the Company’s website at the URL civmec. com.au and SGXNet. Questions submitted after 10:30.a.m on 24 October 2023 will be answered at the AGM. iii. Save for members which are nominee companies, a member of the Company shall not be entitled to appoint more than two proxies to attend and vote at the general meeting of the Company. A proxy need not be a member of the Company. The Chairman of the meeting, as proxy, need not be a member of the Company. A member may appoint the Chairman as his/her/its proxy. iv. Where a member appoints two proxies, they shall specify the proportion of their shares (expressed as a percentage of the whole) to be represented by each proxy. v. Pursuant to Section 181 of the Companies Act 1967, any member (who is a Relevant Intermediary*) may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified). vi. A corporation which is a member may appoint an authorised representative or representatives in accordance with Section 179 of the Companies Act 1967, to attend and vote for and on behalf of such corporation. vii. The instrument appointing a proxy(ies) must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy(ies) is executed by a company, it must be either under its common seal or signed on its behalf by a duly authorised officer or attorney. viii. In the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM (i.e. by 10:30 a.m. on 28 October 2023), as certified by The Central Depository (Pte) Limited to the Company. ix. An investor who holds shares under the Supplementary Retirement Scheme (“SRS Investor”) who wishes to vote at the AGM should approach their respective agent banks to submit their votes at least seven (7) working days before the date of the AGM (i.e. by 10:30 a.m. on 20 October 2023). SRS Investors are requested to contact their respective agent banks for any queries they may have with regard to the appointment of a proxy for the AGM. x. In the case of joint shareholders, all shareholders must sign the instrument appointment a proxy or proxies. xi. Voting by holders of CDIs: Holders of CHESS Depositary Interests over Shares (“CDIs”) are entitled to attend the Annual General Meeting, provided that they cannot vote at the meeting, and if they wish to vote they must direct CHESS Depositary Nominees Pty Ltd (“CDN”), the holder of legal title of the CDIs, how to vote in advance of the meeting pursuant to the instructions set out in the accompanying voting instruction form. If you are a holder of CDIs, please sign and date the enclosed voting instruction form and return it in accordance with the instructions on your voting instruction form. xii. The instrument appointing a proxy, together with the power of attorney or other authority under which it is signed (if applicable) or a duly certified copy thereof, must: (a) be deposited at the registered office of the Company at 80 Robinson Road #02-00, Singapore 068898; or (b) be sent via electronic mail to agm@civmec.com.au enclosing signed a PDF copy of the Proxy Form; not less than seventy-two (72) hours before the time appointed for the AGM. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC219 NOTICE OF ANNUAL GENERAL MEETING *A Relevant Intermediary is: (a) a banking corporation licensed under the Banking Act 1970 or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; (b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001 and who holds shares in that capacity; or (c) the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Central Provident Fund Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation. Record Date Subject to members’ approval to the proposed final dividend at the forthcoming Annual General Meeting, the Register of Members and Share Transfer Books of Civmec Limited (the “Company”) will be closed on 1 December 2023, for the preparation of dividend warrants to the proposed tax exempt (Foreign Sourced) Final dividend of A$0.03 for the financial year ended 30 June 2023 (“Final Dividend”). Duly completed registrable transfers in respect of the shares in the Company received up to 5:00 p.m. on 30 November 2023 (“Record Date”) by the Company’s Singapore Share Registrar, Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00 Singapore 068898 will be registered to determine Members’ entitlements to the Final Dividend. Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares in the Company as at 5:00 p.m. on the Record Date will be entitled to the Final Dividend. The Proposed Final Dividend, if approved at the forthcoming Annual General Meeting, will be paid on 14 December 2023. Personal Data Privacy By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agent or service providers) for the purpose of the processing, administration and analysis of the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC220 NOTICE OF ANNUAL GENERAL MEETING Schedule - Summary of Civmec PRP The key terms of the Civmec PRP are as follows: (a) Eligibility Key Senior Executives (including Controlling Shareholders and Associates of such Controlling Shareholders, each as defined in the Listing Manual) who have attained the age of 21 years and hold such rank as may be designated by the Committee from time to time, will be eligible to participate in the Civmec PRP. Subject to the absolute discretion of the Committee, Controlling Shareholders and their Associates who meet the criteria as set out above are eligible to participate in the Civmec PRP, provided that (i) the participation of each Controlling Shareholder or his Associate, and (ii) the actual number and terms of the Performance Rights to be granted to them have been approved by independent Shareholders in separate resolutions for each such person. Non-Executive Directors shall not be eligible to participate in the Civmec PRP. (b) Performance Rights Performance Rights represent the right of a Participant to receive fully paid Shares free of charge, provided that certain prescribed performance targets are met and/or after expiry of the prescribed vesting period(s) (where applicable), in accordance with the rules of the Civmec PRP. A Performance Right shall be personal to the Participant to whom it is granted and, prior to the delivery to the Participant of the Award Shares, shall not be transferred, charged, assigned, pledged or otherwise disposed of, in whole or in part, except with the prior approval of the Committee. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y (c) Participants The selection of a Participant and the number of Award Shares to be granted to a Participant in accordance with the Civmec PRP shall be determined at the discretion of the Committee, which may take into account such criteria as it considers fit, including (but not limited to) his rank, job performance, creativity, innovativeness, entrepreneurship, resourcefulness, years of service and potential for future development, his contribution to the success and development of the Group and the degree of difficulty of fulfilling the performance condition(s) within the performance period. G o v e r n a n c e (d) Details of Performance Rights The Committee shall decide, in relation to each Performance Right to be granted to a Participant: (i) the Award Date; (ii) the performance condition(s) and relevant performance period; (iii) the number of Performance Rights which shall vest on the performance condition(s) being satisfied (whether fully or partially) or exceeded or not being satisfied, as the case may be, at the end of the performance period; (iv) the vesting date(s); (v) the vesting period(s), if any; and (vi) whether: (1) the Award Shares shall be delivered within the prescribed automatic timeline stipulated in the Civmec PRP; or i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC221 NOTICE OF ANNUAL GENERAL MEETING (2) the Participant has the ability to elect to choose a deferred timeline whereby the Company shall deliver the Award Shares to the Participant, subject to the following: (a) such election must be made by the Participant and notified to the Company prior to expiration of the Relevant Period; and (b) in the event that no election is made by the Participant in respect of a vested Performance Right prior to the expiration of the Relevant Period, the Company shall deliver the aggregate number of Award Shares underlying the aggregate corresponding number of vested Performance Rights within [14] calendar days from the expiration of the Relevant Period; (vii) the time and circumstances when Performance Rights lapse, provided that once vested, the Performance Rights shall not lapse; and (viii) any other condition which the Committee may determine in relation to that Performance Right. (e) Timing The Committee may grant Performance Rights at any time during the period when the Civmec PRP is in force. An Award Letter confirming the Performance Right and specifying, inter alia, the Award Date, the number of Award Shares, the prescribed performance condition(s), the performance period during which the prescribed performance condition(s) is/are to be attained or fulfilled, the extent to which the Award Shares will vest on satisfaction of the prescribed performance condition(s), the vesting date(s) and the vesting period(s) (if any) will be sent to each Participant as soon as is reasonably practicable after the grant of a Performance Right. (f) Events Prior to Vesting Special provisions for the vesting and lapsing of Performance Rights apply in certain circumstances including the following: (i) (ii) the Participant ceasing to be in the employment of the Group for any reason whatsoever (other than as specified in paragraphs (vi), (vii) and (viii) below); the bankruptcy of a Participant or the happening of any other event which results in his being deprived of the legal or beneficial ownership of the Performance Right; (iii) the misconduct on the part of a Participant as determined by the Committee in its discretion; (iv) an order being made or a resolution passed for the winding-up of the Company on the basis, or by reason, of its insolvency; (v) any breach of the rules of the Civmec PRP by the Participant; (vi) the retirement of the Participant; (vii) the Participant ceasing to be in the employment of the Group by reason of retirement, or ill health, injury or disability (in each case, evidenced to the satisfaction of the Committee) or death, or redundancy, or any other reason approved in writing by the Committee; or (viii) the Participant ceasing to be in the employment of the Group by reason of: (1) the company by which he is employed ceasing to be a company within the Group or the undertaking or part of the undertaking of such company being transferred otherwise than to another company within the Group; (2) (where applicable) the Participant’s transfer of employment between members of the Group; or (3) any other event approved by the Committee. I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC222 NOTICE OF ANNUAL GENERAL MEETING Upon the occurrence of any of the events specified in paragraphs (i), (ii), (iii), (iv) and (v) above, a Performance Right then held by a Participant shall, as provided in the rules of the Civmec PRP and to the extent not yet vested, lapse without any claim whatsoever against the Company. Upon the occurrence of any of the events specified in paragraphs (vi), (vii) and (viii) above, the Committee may, in its discretion, determine whether a Performance Right then held by such Participant, to the extent not yet vested, shall lapse or that all or any part of such Performance Right shall be vested. If the Committee determines that a Performance Right (to the extent not yet vested) shall lapse, then such Performance Right shall lapse without any claim whatsoever against the Company. If the Committee determines that a certain number of, or all Performance Rights shall be vested, the aggregate number of Award Shares underlying that aggregate number of vested Performance Rights shall be delivered to the Participant within the prescribed automatic timeline stipulated in the Civmec PRP. In exercising its discretion, the Committee will have regard to all circumstances on a case-by-case basis, including (but not limited to) the contributions made by that Participant and the extent to which the prescribed performance condition(s) has/have been satisfied. (g) Size and Duration The total number of Award Shares which may be delivered pursuant to Performance Rights granted under the Civmec PRP on any date, when added to: (i) (ii) the total number of new Shares allotted and issued and/or to be allotted and issued and issued Shares delivered and/or to be delivered, pursuant to Performance Rights granted under the Civmec PRP; and the number of new Shares allotted and issued and/or to be allotted and issued and issued Shares delivered and/or to be delivered, in respect of any other options or grants under share option schemes or share schemes adopted by the Company for the time being in force, as the case may be, shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (or such other limit as may be prescribed by the SGX-ST) of the Company on the date preceding the date of grant of the relevant Performance Right. The maximum limit of 15% will provide for sufficient Shares to support the use of Performance Rights in the Company’s overall long-term incentive and compensation strategy. In addition, it will provide the Company with the means and flexibility to grant Performance Rights as incentive tools in a meaningful and effective manner to encourage staff retention and to align Participants’ interests more closely with those of Shareholders. Furthermore, the aggregate number of Award Shares available to Controlling Shareholders and their Associates shall not exceed 25% of all Award Shares available under the Civmec PRP, and the number of Award Shares available to each Controlling Shareholder or his Associate shall not exceed 10% of all Awards Shares available under the Civmec PRP. The Civmec PRP shall continue in force at the absolute discretion of the Committee, subject to a maximum of 10 years commencing from the date it is adopted by the Company in general meeting, provided always that the Civmec PRP may continue beyond this stipulated period with the approval of Shareholders in general meeting and relevant authorities which may then be required. Notwithstanding the expiry or termination of the Civmec PRP, any Performance Rights granted to Participants prior to such expiry or termination, whether such Performance Rights have been vested (whether fully or partially) or not, will continue to remain valid. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC223 NOTICE OF ANNUAL GENERAL MEETING (h) Operation Subject to the prevailing legislation and the Listing Manual, the Company will have the flexibility to deliver Award Shares to Participants by way of: (a) an issue of new Shares; and/or (b) the delivery of existing Shares (including treasury shares). New Shares allotted and issued, and existing Shares procured by the Company for transfer, pursuant to the vesting of a Performance Right, shall rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing Shares, the record date for which is on or after the relevant vesting date, and shall in all other respects rank pari passu with other existing Shares then in issue. The Committee shall have the discretion to determine whether the performance condition has been satisfied (whether fully or partially) or exceeded and in making any such determination, the Committee may make reference to the audited results of the Company or the Group (as the case may be), taking into account such factors as the Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the Committee shall have the right to amend the performance condition if the Committee decides that a changed performance target would be a fairer measure of performance from the Company’s perspective. I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC224 NOTICE OF ANNUAL GENERAL MEETING In this Schedule, the following definitions apply unless otherwise stated: “Associate” “Award Date” “Award Letter” “Award Shares” “Board” “CDP” “Companies Act” “Controlling Shareholder” “Civmec PRP” “Committee” “Directors” “Executive Director” “Group” “Key Senior Executive” “Listing Manual” “Non-Executive Director” “Participant” “Performance Right” “Relevant Period” “Shareholders” “Shares” “Subsidiary holdings” “%” or “per cent” Associate shall bear the same meaning as set out in the Listing Manual. The date on which the Performance Right is granted pursuant to the Civmec PRP. A letter in such form as the Committee shall approve confirming a Performance Right granted to a Participant. Means a fully paid Ordinary Share in the capital of the Company. The board of Directors of the Company from time to time. The Central Depository (Pte) Limited. The Companies Act 1967. A person who: (a) holds directly or indirectly 15% or more of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the Company. The SGX-ST may determine that a person who satisfies the aforesaid is not a Controlling Shareholder; or in fact exercises control over the Company. (b) The Civmec Key Senior Executives Performance Rights Plan. A committee comprising Directors duly authorised and appointed by the Board of Directors to administer the Civmec PRP. The directors of the Company for the time being. A Director who performs an executive function. The Company and its subsidiaries. Means: (a) the Executive Chairman; (b) the Chief Executive Officer (‘CEO’); (c) Executives who report directly to the CEO; and (d) selected other individuals, being employees of any member of the Group holding the rank of senior manager (or such other equivalent rank which may from time to time be determined by the Committee) and above, who do not fall within the ambit of paragraphs (a) to (c) above, who have been selected to participate in the Civmec PRP. The listing manual of the SGX-ST. A Director, other than an Executive Director, and “Non-Executive Directors” shall be construed accordingly. A Key Senior Executive who has been granted a Performance Right or Performance Rights. A right to one Share granted under, and which shall be subject to the satisfaction of performance conditions in accordance with, the rules of the Civmec PRP and “Performance Rights” shall be construed accordingly. In relation to a Performance Right, a period of ten (10) years from the Award Date. Registered holders of Shares except that where the registered holder is CDP, the term ‘Shareholders’ shall, in relation to such Shares and where the context admits, mean the Depositors whose securities accounts are credited with Shares. Issued ordinary shares of the Company. Shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act. Per centum or percentage. i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC225 DISCLOSURE OF INFORMATION ON DIRECTORS SEEKING RE-ELECTION James Finbarr Fitzgerald, Patrick John Tallon, Kevin James Deery, Chong Teck Sin, Wong Fook Choy Sunny and Douglas Owen Chester are the Directors seeking re-election at the forthcoming Annual General Meeting of the Company to be convened on 31 October 2023 (‘AGM’) (collectively, the ‘Retiring Directors’ and each a ‘Retiring Director’). Pursuant to Rule 720(6) of the Listing Manual of the SGX-ST, the following is the information relating to the Retiring Directors as set out in Appendix 7.4.1 to the Listing Manual of the SGX-ST: James Finbarr Fitzgerald Patrick John Tallon Kevin James Deery Chong Teck Sin Wong Fook Choy Sunny Douglas Owen Chester Date of Appointment 27 March 2012 27 March 2012 27 March 2012 27 March 2012 27 March 2012 2 November 2012 Date of last re-appointment 28 October 2022 28 October 2022 28 October 2022 28 October 2022 28 October 2022 28 October 2022 Age 60 53 52 68 67 70 Country of principal residence The Board’s comments on this appointment (including rationale, selection criteria, and the search and nomination process) Whether appointment is executive, and if so, the area of responsibility Australia Australia Australia Singapore Singapore Australia Refer to Report on Corporate Governance (Board Membership) included in this Annual Report (pages 103 to 106). Refer to overview of Board of Directors included in this Annual Report (pages 18 to 19). Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) Executive Chairman Chief Executive Officer Chief Operating Officer / acting Chief Financial Officer Lead Independent Director • Audit Committee Chairman • Nominating Committee Member • Remuneration Committee Member • Risks and Conflicts Committee Chairman Independent Director Independent Director • Audit Committee Member • Nominating Committee Member • Remuneration Committee Chairman • Risks and Conflicts Committee Member • Audit Committee Member • Nominating Committee Chairman • Remuneration Committee Member • Risks and Conflicts Committee Member Professional qualifications Refer to overview of Board of Directors included in this Annual Report (pages 18 to 19). Refer to overview of Board of Directors included in this Annual Report (pages 18 to 19). 97,720,806 97,620,806 10,193,250 Nil Nil 70,000 None None None None None None Working experience and occupation(s) during the past 10 years Shareholding interest in the listed issuer and its subsidiaries Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC226 DISCLOSURE OF INFORMATION ON DIRECTORS SEEKING RE-ELECTION James Finbarr Fitzgerald Patrick John Tallon Kevin James Deery Chong Teck Sin Wong Fook Choy Sunny Douglas Owen Chester Conflict of Interest (including any competing business) None None None None None None Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to the listed issuer Yes Yes Yes Yes Yes Yes Other Principal Commitments* Including Directorships# Past (for the last 5 years) Present Refer to Report on Corporate Governance (Board Membership) included in this Annual Report (pages 103 to 106). Disclose the following matters concerning an appointment of director, chief executive officer, chief financial officer, chief operating officer, general manager or other officer of equivalent rank. If the answer to any question is “yes”, full details must be given. (a) Whether at any time during the last 10 years, an No No No No No No No No No No No No application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? (c) Whether there is any unsatisfied judgment against him? (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? No No No No No No No No No No No No G o v e r n a n c e i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y (e) Whether he has ever been convicted of any No No No No No No (f) offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? No No No No No No i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC227 DISCLOSURE OF INFORMATION ON DIRECTORS SEEKING RE-ELECTION James Finbarr Fitzgerald Patrick John Tallon Kevin James Deery Chong Teck Sin Wong Fook Choy Sunny Douglas Owen Chester (g) Whether he has ever been convicted in No No No No No No Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? (h) Whether he has ever been disqualified from No No No No No No (i) (j) acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? ) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:– i. any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or ii. any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or iii. any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or iv. any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? No No No No No No No No No No No No No No No No No No Disclosure applicable to the appointment of Director only N/A N/A N/A N/A N/A N/A Any prior experience as a director of a listed company? If yes, please provide details of prior experience. If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange. Please provide details of relevant experience and the nominating committee’s reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable). I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC228 CORPORATE REGISTRY 30 June 2023 Principal Office and Contact Details 16 Nautical Drive, Henderson WA 6166 Australia Tel: (61) 8 9437 6288 Fax: (61) 8 9437 6388 Share Registrar and Share Transfer Agent Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte Ltd) 80 Robinson Road, #02-00 Singapore 068898 Computershare Level 7 221 St Georges Terrace Perth WA 6000 Australia Auditor Moore Stephens LLP 10 Anson Road, #29-15 International Plaza Singapore 079903 Partner in Charge: Christopher Bruce Johnson (Appointed since the financial year ended 30 June 2021) Principal Banker National Australia Bank Level 14 100 St Georges Terrace Perth WA 6000 Australia Corporate Website http://www.civmec.com.au Board of Directors Mr James Finbarr Fitzgerald (Executive Chairman) Mr Patrick John Tallon (Chief Executive Officer) Mr Kevin James Deery (Chief Operating Officer) Mr Chong Teck Sin (Lead Independent Director) Mr Wong Fook Choy Sunny (Independent Director) Mr Douglas Owen Chester (Independent Director) Audit Committee Mr Chong Teck Sin (Chairman) Mr Douglas Owen Chester Mr Wong Fook Choy Sunny Remuneration Committee Mr Wong Fook Choy Sunny (Chairman) Mr Douglas Owen Chester Mr Chong Teck Sin Nominating Committee Mr Douglas Owen Chester (Chairman) Mr Wong Fook Choy Sunny Mr Chong Teck Sin Risks & Conflicts Committee Mr Chong Teck Sin (Chairman) Mr Douglas Owen Chester Mr Wong Fook Choy Sunny Company Secretaries Ms Chan Lai Yin Registered Office 80 Robinson Road, #02-00 Singapore 068898 Tel: (65) 6236 3333 Fax: (65) 6236 4399 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC229 GRI CONTENT INDEX Civmec Limited has reported in accordance with the GRI Standards for the period 1 July 2022 to 30 June 2023 (FY23). Indicator Description Location of Information GRI 2: General Disclosures The organisation and its reporting practices 2-1 Organisational details 2-2 2-3 2-4 2-5 Entities included in the organisation’s sustainability reporting Reporting period, frequency and contact point Restatements of information External assurance Activities and workers 2-6 Activities, value chain and other business relationships 2-7 Employees 2-8 Workers who are not employees About This Report | Page 1 About Civmec | Pages 4–5 Key Projects | Pages 24–25 Notes to the Financial Statements/1 | Page 148 Notes to the Financial Statements/2 | Pages 149 – 163 Notes to the Financial Statements/17 | Pages 184 – 185 About This Report | Page 1 Sustainability Reporting | Page 44 Corporate Registry | Page 229 No restatements of information to report. Civmec did not seek external assurance on sustainability reporting in FY23. About Civmec | Pages 4–5 Operational Review | Pages 22–41 Contributing to Local Industry, Australian Industry Participation | Pages 80–81 Procurement Breakdown, Socioeconomic Compliance | Pages 82–83 Employment | Page 67 Information unavailable Given that our current reporting system does not differentiate between employees hired for short-term shutdown and/or maintenance contracts, and other casual employees, new employee hires and turnover rates have been excluded so as not to provide an inaccurate representation of employee satisfaction levels. We are currently investigating ways to expand our resources reporting in order to provide an accurate representation of turnover and retention. Information unavailable This information is unavailable in our current reporting system. We are currently investigating ways to expand our resources reporting. Governance 2-9 2-10 2-11 Governance structure and composition Report on Corporate Governance/Board Matters/Board Composition and Guidance | Pages 99–100 Nomination and selection of the highest governance body Chair of the highest governance body TCFD/Governance | Pages 122–123 Report on Corporate Governance/Board Matters/Board Membership | Pages 103–106 Report on Corporate Governance/Board Matters/Board Composition and Guidance | Pages 99–100 Report on Corporate Governance/Board Matters/The Board’s Conduct of Affairs | Pages 95–98 Report on Corporate Governance/Board Matters/Board Composition and Guidance | Pages 99–100 I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC230 GRI CONTENT INDEX Indicator Description Location of Information Governance (continued) 2-12 Role of the highest governance body in overseeing the management of impacts 2-13 2-14 Delegation of responsibility for managing impacts Role of the highest governance body in sustainability reporting 2-15 Conflicts of interest 2-16 Communication of critical concerns 2-17 2-18 2-19 2-20 2-21 Collective knowledge of highest governance body Evaluation of the performance of the highest governance body Remuneration policies Process to determine remuneration Annual total compensation ratio Strategy, policies and practices 2-22 Statement on sustainable development strategy Policy commitments 2-23 2-24 Embedding policy commitments Sustainability Reporting | Pages 44–45 Report on Corporate Governance/Board Matters/The Board’s Conduct of Affairs | Pages 95–98 Report on Corporate Governance/Managing Stakeholders’ Relationships | Page 121 TCFD/Governance | Pages 122–123 Executive Chairman’s Report | Page 8 Sustainability Reporting/Board Statement | Page 45 TCFD/Governance | Pages 122–123 Sustainability Reporting/Board Statement | Page 45 Stakeholder Information and Materiality | Pages 46–47 TCFD/Governance | Pages 122–123 Report on Corporate Governance/Board Matters/The Board’s Conduct of Affairs | Pages 95–98 Report on Corporate Governance/Accountability and Audit/ Audit Committee | Pages 114–117 Non-discrimination | Page 75 Report on Corporate Governance/Accountability and Audit/ Audit Committee | Pages 114–117 Sustainability Reporting/Board Statement | Page 45 Report on Corporate Governance/Board Matters/The Board’s Conduct of Affairs | Pages 95–98 Report on Corporate Governance/Board Matters/Board Membership | Pages 103–106 Report on Corporate Governance/Board Matters/Board Performance | Page 106 TCFD/Governance | Pages 122–123 Report on Corporate Governance/Remuneration Matters | Pages 107–111 Report on Corporate Governance/Remuneration Matters | Pages 107–111 Confidentiality constraints For competitive reasons and the sensitive nature of such information, the Board is of the opinion that it is in the best interests of the Company to not disclose remuneration of each individual Director for the year ended 30 June 2023. Instead, the Company discloses the bands of remuneration to avoid such information being exploited by competitors and to maintain personal confidentiality on remuneration matters. Refer: Remuneration Matters/Disclosure on Remuneration | Page 110 Sustainability Reporting, Board Statement | Pages 44–45 Sustainability | Pages 42–87 Governance | Pages 88–125 Corporate Website/Policies | https://www.civmec.com.au/ approach/policies/ Sustainability Reporting/Board Statement | Page 45 Modern Slavery | Page 81 Anti-corruption | Page 91 Report on Corporate Governance/Accountability and Audit/ Risk Management and Internal Controls | Pages 112–113 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC231 GRI CONTENT INDEX Indicator Description Location of Information Strategy, policies and practices (continued) 2-25 Processes to remediate negative impacts 2-26 2-27 Mechanisms for seeking advice and raising concerns Compliance with laws and regulations 2-28 Membership associations Stakeholder engagement 2-29 Approach to stakeholder engagement 2-30 Collective bargaining agreements GRI 3: Material Topics 3-1 3-2 3-3 Process to determine material topics List of material topics Management of material topics Sustainability | Pages 42–87 Socioeconomic Compliance | Page 83 Anti-corruption | Page 91 Anti-competitive Behaviour | Pages 92–93 Report on Corporate Governance/Accountability and Audit/ Audit Committee | Pages 114–118 Report on Corporate Governance/Accountability and Audit/ Audit Committee | Pages 114–118 Health and Safety Performance | Pages 51–52 Environment | Page 57 Socioeconomic Compliance | Page 83 Anti-competitive Behaviour/Policy Compliance | Page 93 Contributing to Local Industry | Page 80 Stakeholder Engagement | Pages 84-85 Investor Engagement | Pages 86–87 Report on Corporate Governance/Shareholder Rights and Engagement | Pages 118–120 We have a wide variety of employment arrangements across the Company, including individual contracts of employment and collective agreements. More than 75% of our workforce is covered by collective agreements. Stakeholder Information and Materiality | Pages 46–47 Sustainability | Pages 42–87 Governance | Pages 88–125 Economic Topics GRI 201: Economic Performance 103-1 103-2 103-3 201-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Direct economic value generated and distributed GRI 204: Procurement Practices 103-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Proportion of spending on local suppliers I N O T A M R O F N I 103-2 103-3 204-1 I L A N O T D D A I Executive Chairman’s Statement | Pages 6–8 Financial Summary FY23 | Pages 16–77 Independent Auditor’s Report | Pages 134–141 Executive Chairman’s Statement | Pages 6–8 Financial Summary FY23 | Pages 16–77 Directors’ Statement | Pages 128–133 Financial Statements | Pages 142–207 Contributing to Local Industry, Australian Industry Participation | Pages 80–81 Procurement Breakdown | Page 82 ANNUAL REPORT 2023CIVMEC232 GRI CONTENT INDEX Indicator Description Location of Information Economic Topics (continued) GRI 205: Anti-corruption 103-1 103-3 103-2 205-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Operations assessed for risks related to corruption Communication and training about anti-corruption policies and procedures Confirmed incidents of corruption and actions taken GRI 206: Anti-competitive Behaviour 103-1 205-2 205-3 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Legal actions for anti-competitive behaviour, anti-trust and monopoly practices Anti-corruption | Page 91 Report on Corporate Governance/Accountability and Audit/ Audit Committee | Pages 114–118 i B u s n e s s O v e r v e w i Anti-competitive Behaviour | Pages 92–93 O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y Taxation | Page 94 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Approach to tax Tax governance, control and risk management Stakeholder engagement and management of concerns related to tax Country-by-country reporting G o v e r n a n c e Environmental Issues GRI 302: Energy 103-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Energy consumption within the organisation Energy intensity Reduction of energy consumption 103-2 103-3 302-1 302-3 302-4 Environment | Pages 57–64 TCFD/Strategy, Metrics and Targets | Pages 123–125 Environment/Environmental Performance | Page 58 Environment/Energy and Emissions | Pages 61–63 TCFD/Strategy, Metrics and Targets | Pages 123–125 i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n 103-2 103-3 206-1 GRI 207: Tax 103-1 103-2 103-3 207-1 207-2 207-3 207-4 ANNUAL REPORT 2023CIVMEC233 GRI CONTENT INDEX Indicator Description Location of Information Environmental Issues (continued) GRI 303: Water and Effluents 103-1 303-3 303-4 303-5 GRI 305: Emissions 103-1 103-2 103-3 303-1 303-2 103-2 103-3 305-1 305-2 305-3 103-2 103-3 307-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Interactions with water as a shared resource Management of water discharge- related impacts Water withdrawal Water discharge Water consumption Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Direct (Scope 1) GHG emissions Energy indirect (Scope 2) GHG emissions Other indirect (Scope 3) GHG emissions GHG emissions intensity Reduction of GHG emissions Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Non-compliance with environmental laws and regulations Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach New employee hires and turnover 305-4 305-5 GRI 307: Environmental Compliance 103-1 Social Topics GRI 401: Employment 103-1 Environment | Pages 57–64 TCFD/Strategy, Metrics and Targets | Pages 123–125 Environment/Water Consumption | Page 64 Environment | Pages 57–64 TCFD/Strategy, Metrics and Targets | Pages 123–125 Environment/Environmental Performance | Page 58 Environment/Energy and Emissions | Page 61–63 Environment | Pages 57–64 Environment | Page 57 People | Pages 65–77 Information unavailable Given that our current reporting system does not differentiate between employees hired for short-term shutdown and/or maintenance contracts, and other casual employees, new employee hires and turnover rates have been excluded so as not to provide an inaccurate representation of employee satisfaction levels. We are currently investigating ways to expand our resources reporting in order to provide an accurate representation of turnover and retention. 103-2 103-3 401-1 I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC234 GRI CONTENT INDEX Indicator Description Location of Information Social Topics (continued) GRI 403: Occupational Health and Safety 103-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Occupational health and safety management system Hazard identification, risk assessment, and incident investigation Occupational health services Worker participation, consultation and communication on occupational health and safety Worker training on occupational health and safety Promotion of worker health Prevention and mitigation of occupational health and safety impacts directly linked by business relationships Workers covered by an occupational health and safety management system Work-related injuries Work-related ill health Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Average hours of training per year per employee 403-9 403-10 GRI 404: Training and Education 103-1 Programs for upgrading employee skills and transition assistance programs 404-3 Percentage of employees receiving regular performance and development reviews GRI 405: Diversity and Equal Opportunity 103-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Diversity of governance bodies and employees Ratio of basic salary and remuneration of women to men 103-2 103-3 403-1 403-2 403-3 403-4 403-5 403-6 403-7 403-8 103-2 103-3 404-1 404-2 103-2 103-3 405-1 405-2 Health and Safety | Pages 49–54 HSEQ Integration | Pages 48–49 Health and Safety | Pages 49–54 People/Employee Benefits | Page 68 People/Training and Education | Pages 69–73 People | Pages 65–77 Information unavailable Although we have access to training data, our current system does not fully encompass the extensive range of training programs offered throughout our entire organisation. We are presently in the process of evaluating improved methods for accurately measuring and reporting training data. Chief Executive Officer’s Report | Page 11 People/Employee Benefits | Page 68 People/Training and Education | Pages 69–73 People/Career Development | Page 73 People | Pages 65–77 People/Diversity and Equal Opportunity | Pages 74–75 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC235 GRI CONTENT INDEX Indicator Description Location of Information Social Topics (continued) GRI 406: Non-Discrimination 103-1 People | Pages 65–77 People/Non-discrimination | Page 75 Community/Modern Slavery | Page 81 Community | Pages 78–83 Community/Contributing to Local Communities | Pages 78–79 Community/Socioeconomic Compliance | Page 83 GRI 409: Forced or Compulsory Labour 103-1 103-2 103-3 406-1 103-2 103-3 409-1 103-2 103-3 413-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Incidents of discrimination and corrective actions taken Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Operations and suppliers at significant risk for incidents of forced or compulsory labour Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Operations with local community engagement, impact assessments, and development programs Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Non-compliance with laws and regulations in the social and economic area GRI 413: Local Communities 103-1 GRI 419: Socioeconomic Compliance 103-1 103-2 103-3 419-1 I N O T A M R O F N I I L A N O T D D A I ANNUAL REPORT 2023CIVMEC236 TCFD INDEX Disclosure Location of Information Governance The Board’s oversight of climate-related risks and opportunities Management’s role in assessing and managing climate-related risks and opportunities Strategy Climate-related risks and opportunities the organisation has identified over the short, medium, and long term Impact of climate-related risks and opportunities on the organisation’s business strategy and financial planning Resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario Risk Management Processes for identifying and assessing climate-related risks Processes for managing climate-related risks Processes for identifying, assessing and managing climate- related risks are integrated into the organisation’s overall risk management Metrics and Targets Metrics used to assess climate-related risks and opportunities in line with strategy and risk management process Scope 1, Scope 2, and Scope 3 greenhouse gas (GHG) emissions, and related risks Targets to manage climate-related risks and opportunities and performance against targets scenarios, including a 2°C or lower scenario TCFD/Governance | Pages 122–123 Sustainability Reporting/Board Statement | Page 45 TCFD/Governance | Pages 122–123 TCFD/Strategy | Pages 123–124 Sustainability/Climate Change | Page 59 TCFD/Strategy | Pages 123–124 TCFD/Metrics and Targets | Page 125 TCFD/Metrics and Targets | Page 125 Environment/Energy and Emissions | Page 61–63 TCFD/Metrics and Targets | Page 125 i B u s n e s s O v e r v e w i O p e r a t i o n a l R e v e w i S u s t a n a b i i l i t y G o v e r n a n c e i F n a n c a i l R e p o r t A d d i t i o n a l I n f o r m a t i o n ANNUAL REPORT 2023CIVMEC237 Proxy Form 2023 Annual General Meeting Company Registration No. 201011837H (Incorporated in the Republic of Singapore) CIVMEC LIMITED Company Registration No. 201011837H (Incorporated in the Republic of Singapore) Proxy Form 2023 Annual General Meeting IMPORTANT: 1. 2. Relevant intermediaries (as defined in Section 181 of the Companies Act 1967) may appoint more than two proxies to attend, speak and vote at the Annual General Meeting. For CPF/SRS investors who have used their CPF/SRS monies to buy the Company’s shares, this form of proxy is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by them. CPF/SRS investors should contact their respective Agent Banks/SRS Operators if they have any queries regarding their appointment as proxies. 3. By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 9 October 2023. *I/We (name): NRIC/Passport No./Co. Registration No.: of (Address): being *a member/members of Civmec Limited (the “Company”), hereby appoint Name Address: and/or: Name Address: NRIC/Passport No. Proportion of Shareholdings to be represented by proxy No. of Shares % NRIC/Passport No. Proportion of Shareholdings to be represented by proxy No. of Shares % or failing him/her, the Chairman (the “Chair”) of the Annual General Meeting of the Company (the “Annual General Meeting”) as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the Annual General Meeting of the Company to be held at Carlton Hotel Singapore, 76 Bras Basah Road, Singapore on Tuesday, 31 October 2023 at 10:30 a.m. and at any adjournment thereof. Proxy Form Annual General Meeting CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES WHERE THE CHAIR IS APPOINTED AS THE PROXY The Chair intends to vote undirected proxies where the Chair has been appointed as the proxy in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX and SGXNET announcement will be made immediately disclosing the reasons for the change. *I/We direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the Annual General Meeting as indicated hereunder. If no specific directions as to voting are given, the proxy/proxies will vote or abstain from voting at *his/her/their discretion, as *he/she/they will on any other matter arising at the Annual General Meeting and at any adjournment thereof. For# Against# Abstain# Voting will be conducted by poll. *Please delete accordingly No. Ordinary Resolutions 1. 2. 3. 4. 5. 6. 7. 8. 9. Adoption of the Audited Financial Statements of the Company for the financial year ended 30 June 2023 together with the Directors’ Statement and Independent Auditors’ Report thereon. Approval of payment of a tax exempt (foreign sourced) Final Dividend of 3.0 Australian cents per ordinary share for the financial year ended 30 June 2023. Approval of the payment of Directors’ fees of S$265,000 for the financial year ending 30 June 2024 to be paid quarterly in arrears. For the purposes of ASX Listing Rule 10.17, to approve the increase in payment of non-executive Directors’ fees of S$103,000 (i.e. aggregate of S$368,000) for the financial year ending 30 June 2024, to be paid quarterly in arrears. This increase will allow appointment of an additional Independent Director to aid Board renewal (S$89,000) and increase fees of existing Independent Directors (S$14,000) Re-election of Mr James Finbarr Fitzgerald as a Director of the Company. Re-election of Mr Patrick John Tallon as a Director of the Company. Re-election of Mr Kevin James Deery as a Director of the Company. Re-election of Mr Chong Teck Sin as a Director of the Company. Re-election of Mr Wong Fook Choy Sunny as a Director of the Company. 10. Re-election of Mr Douglas Owen Chester as a Director of the Company 11. Re-appointment of Messrs Moore Stephens LLP as the Auditors. 12. Authority to allot and issue shares. 13. Grant of Performance Rights to Mr Kevin James Deery, a Director of the Company, under the Civmec Key Senior Executives Performance Rights Plan. Dated this day of October 2023 Total number of shares in No. of Shares (a) CDP Register (b) Register of Members Signature(s) of Member(s)/Common Seal * Delete accordingly # If you wish to exercise all your votes ‘For’ or ‘Against’ the relevant resolution, please indicate with an ‘X’ within the box provided. Alternatively, if you wish to exercise your votes both ‘For’ and ‘Against’ the relevant resolution, please insert the relevant number of shares in the box provided. If you mark the “Abstain” box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a poll and your votes will not be counted in computing the required majority on a poll. Proxy Form Annual General Meeting IMPORTANT. PLEASE READ NOTES BELOW. Notes: a. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (maintained by The Central Depository (Pte) Limited), you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you. b. A member who is not a Relevant Intermediary* is entitled to appoint not more than two proxies to attend and vote at the general meeting of the Company. A proxy need not be a member of the Company. c. d. e. f. g. h. i. j. *A Relevant Intermediary has the meaning ascribed to it in Section 181(6) of the Companies Act 1967. Where a member appoints two proxies, they shall specify the proportion of their shares (expressed as a percentage of the whole) to be represented by each proxy. Pursuant to Section 181 of the Companies Act 1967, any member (who is a Relevant Intermediary) may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified). A corporation which is a member may appoint an authorised representative or representatives in accordance with Section 179 of the Companies Act 1967, to attend and vote for and on behalf of such corporation. The instrument appointing a proxy(ies) must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy(ies) is executed by a company, it must be either under its common seal or signed on its behalf by a duly authorised officer or attorney. In the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM (i.e. by 10:30 a.m. on 28 October 2023), as certified by The Central Depository (Pte) Limited to the Company. An investor who holds shares under the Supplementary Retirement Scheme (“SRS Investor”) who wishes to vote at the AGM should approach their respective agent banks to submit their votes at least seven (7) working days before the date of the AGM (i.e. by 10:30 a.m. on 20 October 2023). SRS Investors are requested to contact their respective agent banks for any queries they may have with regard to the appointment of a proxy for the AGM. In the case of joint shareholders, all shareholders must sign the instrument appointment a proxy or proxies. Voting by holders of CDIs: Holders of CHESS Depositary Interests over Shares (“CDIs”) are entitled to attend the Annual General Meeting, provided that they cannot vote at the meeting, and if they wish to vote they must direct CHESS Depositary Nominees Pty Ltd (“CDN”), the holder of legal title of the CDIs, how to vote in advance of the meeting pursuant to the instructions set out in the accompanying voting instruction form. If you are a holder of CDIs, please sign and date the enclosed voting instruction form and return it in accordance with the instructions on your voting instruction form. k. The instrument appointing a proxy, together with the power of attorney or other authority under which it is signed (if applicable) or a duly certified copy thereof, must: (a) be deposited at the registered office of the Company at 80 Robinson Road #02-00, Singapore 068898; or (b) be sent via electronic mail to agm@civmec.com.au enclosing a signed PDF copy of the Proxy Form; not less than seventy-two (72) hours before the time appointed for the AGM. l. By submitting an instrument appointing a proxy or proxies and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 9 October 2023. civmec.com.au 

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