SMW : Notice of Special Meeting of Shareholders - De-listing

Notice of Special Meeting of Shareholders

Notice is given that a special meeting of shareholders of SMW Group Limited (SMW or the Company) will be held online on Friday,13 May 2022 at 12:00 pm NZT (Meeting).

The meeting will be held online using the Company's share registrar's virtual meeting platform atwww.virtualmeeting.co.nz/smwsm22.You will require your CSN/Holder Number for verification purposes.

Agenda

• 1 Chairman's Introduction

• 2 Shareholder discussion

• 3 Resolution: to consider, and if thought fit, to pass the following ordinary resolution:

  Delisting from the NZX Main Board: That the delisting of the Company from the NZX Main Board is approved and the directors of the Company are authorised to undertake all actions and enter into any agreements and other documents necessary to give effect to this resolution.

• 4 Consider any other matter than may properly be brought before the Meeting.

• 5 Close

PROCEDURAL NOTES

Voting Entitlements

Voting entitlements of the Meeting will be determined with reference to the Company share register as at 12:00 pm on Wednesday, 11 May 2022 (Record Date). Accordingly, only those persons who are registered shareholders of the Company on the Record Date will be entitled to vote at the Meeting and the only voting rights which may be exercised at the Meeting by the same registered shareholders are those attaching to shares which are registered as at the Record Date.

Casting Your Vote

You may cast your vote in one of two ways described below. You may abstain from voting on the resolution.

Attending the meeting:

Shareholders will not be able to attend the Meeting in person. Attendance will only be via the Link virtual meeting platform at:www.virtualmeeting.co.nz/smwsm22.To attend online via the virtual meeting platform, you will require your CSN/Holder Number for verification purposes.

Appointing a proxy:

You may appoint a proxy to attend the Meeting and vote on your behalf. Visithttps://investorcentre.linkmarketservices.co.nz/voting/SMW to lodge your proxy or complete and return the enclosed proxy form in accordance with the instructions below.

Proxies

A proxy does not need to be a shareholder of SMW.

The Chair of the Meeting (Jill Hatchwell) and any of the other directors are prepared to act as proxy. Where any director is appointed as a discretionary proxy, each of the director's intends to vote in favour of the resolution.

If you do not name a person as your proxy (but have completed the Proxy Form in full) or your named proxy does not attend the meeting, the Chair will be appointed your proxy and will vote in accordance with your express direction.

A corporation which is a shareholder may appoint a representative to attend the Meeting on its behalf in the same manner as it could appoint a proxy.

Proxy Form

To appoint a proxy or a representative, you can complete and sign the enclosed Proxy Form and either return it by delivery, mail or email to the share registrar of SMW:

By delivery:	By mail:
SMW Group Limited	SMW Group Limited
C/- Link Market Services Limited	C/- Link Market Services Limited
Level 30, PwC Tower	PO Box 91976
15 Customs Street West	Auckland 1142
Auckland 1010

By email:

[e-mail] (please put the words "SMW Proxy Form" in the subject line for easy identification).

You may also lodge your proxy online athttps://investorcentre.linkmarketservices.co.nz/voting/SMW.You will require your CSN/Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.

The completed Proxy Form must be received by Link Market Services no later than 48 hours before the Meeting, being 12:00 pm on Wednesday, 11 May 2022. Online proxy appointments must also be completed by this time. Registered shareholders at that time will be the only persons entitled to vote at the Meeting and only the shares registered in those shareholders' names at that time may be voted at the Meeting.

Voting Restrictions

All Non Affiliated Shareholders will be eligible to vote on the resolution unless they, together with their Associated Persons, hold 5% or more of the Company's ordinary shares.

The Company will disregard any votes cast on the resolution by any persons to whom the foregoing applies. Any discretionary proxies given to shareholders are not eligible to vote under the requirements set out above will not be valid. Proxies that give express voting instructions to such persons will however be accepted.

The Board has set a voting restriction at this 5% level (rather than a 10% level usually used for this type of resolution) to give minority shareholders the voting decision in respect of de-listing. All shareholders holding 5% or more of the Company's shares either sold their business interests into the Company (in connection with the 2020 reverse listing transaction) or played a material role in those transactions. If any one of those shareholders were eligible to vote, their vote would be determinative of the outcome of the resolution. The Board did not consider this to be fair to small shareholders. The Board further considered it was not appropriate to have restrictions on some of these vendor shareholders and not others.

Ordinary Resolution

The resolution set out in this Notice of Meeting is an ordinary resolution. An ordinary resolution is a resolution passed by a simple majority of votes of those holders of securities of the Company which carry votes, are entitled to vote and are voting on the resolutions in person or by proxy.

NZ RegCo Notice of Non-Objection

NZ RegCo has reviewed this Notice of Meeting and issued a letter of non-objection to it under the Listing Rules. However, NZ RegCo accepts no responsibility for the content of this Notice of Meeting.

SHAREHOLDER QUESTIONS

Shareholders attending the meeting virtually will be given the opportunity to raise questions during the meeting. Shareholders may also submit written questions on the bottom of the Proxy Form. The main themes will be aggregated and responded to at the Meeting.

Alternatively written questions can be sent:

- online athttps://investorcentre.linkmarketservices.co.nz/voting/SMW;or

- by email [e-mail].

SMW reserves the right not to address questions that, in the Chair's opinion, are not reasonable in the context of a shareholder meeting, or any written questions that are not received by 12:00 pm on Wednesday, 11 May 2022.

EXPLANATORY NOTES

Resolution: Delisting from the NZX Main Board

The Company's business was reverse listed onto the NZX Main Board in 2020 through a transaction with Aorere Resources. The intention was to utilise the listing to grow the Company's business primarily through acquisitions using the Company's listed shares as consideration and consolidate mining services operators in what is considered to be a fragmented services industry.

However, it has not been possible to execute this strategy. The directors now consider it is in the best interests of SMW to be de-listed from the NZX Main Board, subject to certain conditions, and to continue operations as an unlisted widely held company.

Background

SMW completed its reverse listing in mid-2020, with the work to become listed occurring while the COVID-19 pandemic was first flaring up globally. The pandemic has caused a number of planned mining projects in the Bowen Basin area to be delayed for much longer than expected. This has significantly reduced major revenue projects for the Company since listing and seen those projects replaced with lower margin contracts for servicing and maintenance services. This reduced profitability has left SMW unable to reduce debt as it had originally planned and has meant that SMW using its listed status as a platform for making new acquisitions has not been commercially feasible. The following key metrics have been included as they form the basis of the Board's decision to reduce costs and delist:1

6 months ended	6 months ended	6 months ended
31 Dec 2021	30 June 2021	31 Dec 2020
$'000	$'000	$'000
Revenue	30,661	24,066	27,937
Extract from Statement of Financial Position
Debtor financing - Scottish Pacific	3,574	5,178	5,952
Lease liability	9,459	9,593	9,970
Hire purchase lease liability	3,538	4,116	4,606
Deferred settlement payments	7,020	7,510	7,989
Loan - Related Parties	870	870	870
Total	24,461	27,267	29,387
Net Liabilities	(5,804)	(4,761)	(1,734)

The Board considers that the best current course of action for SMW is to reduce costs, improve its balance sheet and put SMW in a stronger financial position to capitalise on an expected recovery in the mining sector in the Bowen Basin. To secure contracts of scale with major mining companies, SMW must demonstrate a strong financial position to give those companies confidence.

De-listing is the obvious means of cost reduction available to SMW. It will allow SMW to reduce financial reporting costs, compliance costs and the costs associated with its executive team. It has already reduced headcount in its finance team and it is intended that the Board will reduce in size following the delisting.

1 Extracted from the relevant annual and half year accounts of the Company for the periods stated above as released to the market.

Total expected savings - delisting	Low	High
$ '000	$ '000
Wages savings from restructure	502	870
Insurance	350	450
Directors Fees	200	250
Audit & General Legal Fees	100	380
Annual Listing fees	50	75
AGM meeting & Annual Report	43	75
Total	1,245	2,100

The above expected savings estimates are based on the costs incurred since SMW listed on the NZX Main Board and are representative of the Board's view. The associated costs of being listed are a significant overhead for SMW. These overheads are now disproportionate to the profitability of SMW.

Procedure

NZX Listing Rule 9.9.1(c) enables the Company to make a written request to NZX that it wishes to cease to be listed on the NZX Main Board. NZX Limited has approved the Company's delisting on the following conditions:

• • That the Company obtains, by way of ordinary resolution, approval from shareholders who are Non Affiliated Shareholders and/or do not hold more than 5% of the Company's ordinary shares, to delist from the NZX Main Board;

• • That NZ RegCo reviews prior to publication any delisting announcement and communication that the Company sends its shareholders;

• • That the Company pays any outstanding fees to NZX, including the delisting fee and NZX or NZ RegCo's costs relating to delisting application; and

• • That the Company provides at least one month's notice of the delisting to the market.

This means if the resolution is passed, the de-listing is expected to follow the indicative timetable below. Note the trading halt is to allow time for share trades to be settled by NZX prior to the Company's ordinary shares being delisted from the NZX Main Board. Any trades placed prior to that trading halt will be processed in the normal way:

Date	Impact on Shareholders
13 May 2022 (date of meeting) to 27 May 2022	Shares continue to be listed on the NZX Main Board
27 May 2022	Trading halt commences on shares at close of business
31 May 2022	Shares delisted from the NZX Main Board.

This indicative timetable is subject to change at the Company's discretion (as a result of market conditions otherwise) and due to any other legal or regulatory requirements (including those of NZX). The Company will announce to Shareholders any changes to the indicative timetable.

Regulatory Changes from De-listing

The following regulations imposed on SMW, as a listed company, will change as a consequence of delisting from the NZX Main Board: