For personal use only - ASX · 10/5/2012 · RCR Tomlinson Ltd +61 (0) 8 9355 9355 . About RCR RCR Tomlinson Ltd (RCR) is an integrated engineering company providing turnkey solutions

RCR Tomlinson Ltd | ABN 81 008 898 486 | www.rcrtom.com.au | [email protected]

ASX ANNOUNCEMENT

5 October 2012

NOTICE OF 2012 ANNUAL GENERAL MEETING

RCR Tomlinson Ltd’s Annual General Meeting will be held on Wednesday, 7 November 2012 at the

Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia at 11:00am (Perth time).

Attached are the Notice of Meeting and Proxy Form for the RCR 2012 Annual General Meeting. These

documents have been mailed, today, to those shareholders who have elected to receive printed copies of

documents.

RCR’s 2012 Shareholder Review lodged with the ASX today has also been mailed today, to those

shareholders who have elected to receive printed copies of documents.

RCR’s 2012 Annual Report was lodged with the ASX on 6 September 2012 and has also been previously

mailed to those shareholders who elected to receive printed copies of the Annual Report.

Copies of all of these documents are available on RCR’s website at www.rcrtom.com.au.

ENDS

For further information please contact:

SHAREHOLDERS Company Secretary Darryl Edwards RCR Tomlinson Ltd +61 (0) 8 9355 9355 About RCR

RCR Tomlinson Ltd (RCR) is an integrated engineering company providing turnkey solutions to blue chip clients in the mining, resources, energy and power sectors. RCR’s services include design, procurement, manufacture, fabrication, engineering construction and electrical services (SMPE), off-site repairs and maintenance. Headquartered in Perth, Western Australia, RCR has operations across Australia, New Zealand and Malaysia. Additional information is available at www.rcrtom.com.au.

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http://www.rcrtom.com.au/�

http://www.rcrtom.com.au/�

For the Annual General Meeting to be held on Wednesday, 7 November 2012,

commencing at 11.00 am (Perth time), at the Parmelia Hilton Perth at

14 Mill Street, Perth, Western Australia 6000.

2 0 1 2

N o t i c e o f A n n u a l G e n e r a l M e e t i n g

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F Y 2 0 1 2 H i g h l i g h t s

Important Note: These FY2012 Highlights should be read in conjunction with RCR’s 2012 Annual Report which contains additional information on the company’s performance and outlook. Details on how to access a copy of the Company’s 2012 Annual Report are set out on page 1 of this document.

Record Order Book

Order Intake of $1.2 billion and

Record Order Book of $618 million

Strong Cash Posit ion and Cash Flows

Cash balance of $45 million

and no debt

Focus on Safety

17% decrease in LTIFR to 0.65,

reflecting our focus on safety

Record Profit

40% increase in Profit fully

supported by operating cash

flows of $81.5 million

Largest Single Contract

Awarded contract for

$600 million

Record Sales Revenue

Revenue increased by 33%

to $809 million

Employee Numbers Increased

RCR’s highly skilled workforce

increased to 2,316

Growth in Shareholder Returns

3 year TSR of 217% and

dividends up 67%

RCR Designed and manufactured a 32 metre / 85 tonne hydraulically-driven belt feeder for Rio Tinto

RCR completed 2012 with record

growth in prof i t , unprecedented

order book, a s igni f icant increase in

Revenue and no debt.

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C o n t e n t s

R C R To m l i n s o n A n n u a l G e n e r a l M e e t i n g

7 N o v e m b e r 2 0 1 2

The RCR Tomlinson Ltd Annual General Meeting will be held at the Parmelia Hilton Perth at 14 Mill Street, Perth, Western Australia, 6000 on Wednesday, 7 November 2012, commencing at 11.00 am (Perth time), with registration from 10.30 am.

The following documents relate to the Annual General Meeting:

• Notice of Annual General Meeting, including Explanatory Memorandum;

• Notice of how to access a copy of the Company’s electronic Annual Report for the financial year ended 30 June 2012; and

• Proxy Form and reply paid return envelope.

If you are attending the Annual General Meeting and have not lodged a Proxy Form, please bring the blank Proxy Form with you to assist with registration.

If you are not attending the Annual General Meeting you can lodge a completed Proxy Form by returning it in the enclosed envelope or alternatively by facsimile.

Please be aware that the Proxy Form needs to be received by the Company’s Share Registrar by no later than 11.00 am (Perth time) on Monday, 5 November 2012. Further details on lodging your Proxy Form can be found on the reverse side of the Proxy Form.

N o t i c e o f H o w t o A c c e s s a C o p y o f t h e C o m p a n y ’s E l e c t ro n i c A n n u a l R e p o r t f o r t h e Ye a r E n d e d 3 0 J u n e 2 0 1 2

RCR Tomlinson Ltd has adopted regulations that enable the Company to no longer distribute a hard copy annual report, unless a shareholder elects to receive a hard copy.

In accordance with the Corporations Act, the Company advises that a copy of the Annual Report for the year ended 30 June 2012, is available on the Company’s website, www.rcrtom.com.au. When you access the Company’s Annual Report on-line, you can view it, search for specific information and also print a copy of the Annual Report.

Please note that if you have elected to continue to receive a hard copy of the Company’s Annual Report, it will be mailed to you no later than 21 days before the Annual General Meeting.

However, if you did not elect to continue to receive a hard copy of the Company’s Annual Report and now (or some time in the future) wish to receive a hard copy of the Company’s Annual Report, then please contact the Company’s Share Registrar on +61 8 9323 2000. They will be pleased to mail a copy to you.

Notice of Annual General Meeting 2

Notes 5

Explanatory Memorandum 6

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2 Notice of Annual General Meeting 2012

N o t i c e o f 2 0 1 2 A n n u a l G e n e r a l M e e t i n g

Notice is given that the 2012 Annual General Meeting of shareholders of RCR Tomlinson Ltd (“RCR” or “the Company”) will be held at the Parmelia Hilton Perth at 14 Mill Street, Perth, Western Australia, 6000 on Wednesday, 7 November 2012 at 11.00 am (WST).

Terms used in this Notice of Annual General Meeting and Explanatory Memorandum are defined in the glossary to this document.

The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.

Agenda

Ordinary Business

1. Annual Financial Statements, Directors’ Report and Auditor’s Report

To receive and consider the Annual Financial Statements of the Company and the reports of the Directors and the Auditor for the financial year ended 30 June 2012.

2. Re-Election of Directors

To consider and if thought fit to pass the following as separate ordinary resolutions:

(a) “Mr Roderick Brown is re-elected as a Director.”

(b) “Mr Paul Dippie is re-elected as a Director.”

(c) “Mr Mark Bethwaite is elected as a Director.”

3. Adoption of the Remuneration Report (non-binding resolution)

To consider and, if thought fit, to pass as an ordinary resolution:

“The Remuneration Report for the financial year ended 30 June 2012 is adopted”.

Note

The vote on this item 3 is advisory only and does not bind the Directors or the Company. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings of the Company, shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days, at which time all of the Directors (other than the Managing Director) must go up for re-election.

Voting Prohibition Statement

A vote on item 3 must not be cast (in any capacity) by or on behalf of a member of the Company’s Key Management Personnel (details of whose remuneration are included in the Remuneration Report) or any of their closely related parties (such as family members and any controlling companies or trusts), unless the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form specifying the way the proxy is to vote or by the Chairman in accordance with an express authorisation on the Proxy Form. For information on voting restrictions that may affect your proxy appointment on this item, see the notes on page 5.

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Special Business

4. Approval of Managing Director’s Long Term Incentives

To consider and, if thought fit, pass the following as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.11, approval is given to authorise the acquisition by Dr Paul Dalgleish (Managing Director and CEO) of performance rights under the terms set out in the explanatory memorandum accompanying this Notice of Annual General Meeting.”

Voting Exclusion Statement

In accordance with ASX Listing Rules, the company will disregard any votes cast on item 4 by Dr Paul Dalgleish and any of his associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.


A vote on item 4 must not be cast by a member of the Company’s Key Management Personnel or any of their closely related parties (such as family members and any controlling companies or trusts) as a proxy for a person who is entitled to vote, unless the vote is cast in accordance with the directions on the Proxy Form specifying the way the proxy is to vote or by the Chairman in accordance with an express authorisation on the Proxy Form. For information on voting restrictions that may affect your proxy appointment on this item, see the notes on page 5.

5. Increase in Aggregate Fees For Non Executive Directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of Rule 11.9 of the Constitution and ASX Listing Rule 10.17, the maximum aggregate remuneration that may be paid to all Non Executive Directors, by the Company, for their services as Directors, be increased from $800,000 to $950,000 per annum, in respect of each financial year commencing on or after 1 July 2012, with such remuneration to be divided among the Non Executive Directors in such proportion and manner as the Directors determine.”


In accordance with ASX Listing Rules, the Company will disregard any votes cast on this item 5 by any Director and an associate of a Director. However, the Company need not disregard a vote if, it is cast by a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.



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6. Amendment to Terms of Existing Employee Options to Allow Cashless Exercise

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 6.23.4, section 260C(4) of the Corporations Act 2001 (Cth) and for all other purposes, Shareholders approve the proposed amendment to the terms of all outstanding options issued:

(a) under the Company’s Employee Share Option Plan as approved by Shareholders on 29 September 2006 and 28 October 2009; and

(b) to the Managing Director as approved on 28 October 2009;

to allow the cashless exercise of such options and amendments to the terms of the Employee Share Option Plan for future option issues on the terms, and in the manner, set out in the Explanatory Memorandum which accompanies this Notice of Meeting”.


In accordance with ASX Listing Rules, the Company will disregard any votes cast on this item 6 by any person who holds an option the subject of the approval and any of their associates. However, the Company need not disregard a vote if, it is cast by a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.



By Order of the Board

Darryl Edwards Company Secretary Dated 4 October 2012

The Notice of Annual General Meeting, Notes, Explanatory Memorandum and Proxy Form should be read in their entirety. If a shareholder is in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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N o t e s

These notes form part of the Notice of Annual General Meeting.

Voting Entitlements

The Directors have determined that, for the purpose of voting at the Meeting, members eligible to vote at the Meeting are those persons who are the registered holders of Shares at 4.00 pm (WST) on Monday, 5 November 2012. Accordingly, share transfers registered after that time will be disregarded in determining voting entitlements to attend and vote at the Meeting.

How to Vote

You may vote by attending the Meeting in person, by proxy, or by an authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. Members are asked to arrive at the venue 30 minutes prior to the time designated for the Meeting, if possible, so that the Company may check their shareholding against the Company’s share register and note attendances.

Voting by Proxy

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. A proxy can be an individual or a body corporate. A body corporate appointed as a shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.

Recent changes to the law have impacted on the way proxies vote at company meetings. Broadly, these changes include that:

• if a proxy holder votes, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chairman who must vote the proxies as directed.

For further details on these changes you should consult your professional adviser.

To vote by proxy, the Proxy Form (together with the original of any power of attorney or other authority, if any, or certified copy of that power of attorney or other authority under which the proxy is signed) must be received at the Company’s Share Registrar by no later than 11.00 am (Perth time) on Monday, 5 November 2012 (Proxy Forms received after that time will be invalid). Proxy Forms must be received before that time via any of the following methods:

By Post: Computershare Investor Services Pty Limited GPO Box 242 Melbourne, Victoria 3001

By Facsimile: (within Australia) 1800 783 447

By Facsimile: (outside Australia) +61 3 9473 2555

Voting restrictions that may affect your proxy appointment on Items 3 (Remuneration Report), 4 (Approval of Managing Director’s Long Term Incentives for 2012), 5 (Increase in Aggregate Fees for Non Executive Directors) and 6 (Amendment to Terms of Existing Employee Options to Allow Cashless Exercise)

If the Chairman is appointed, or taken to be appointed, as your proxy, you can direct the Chairman of the meeting to vote ‘for’ or ‘against’, or ‘abstain’ from voting on, items 3, 4, 5 and 6 on the Proxy Form. If you do not direct the Chairman to vote on items 3, 4, 5 and 6 the Chairman can only cast your votes on items 3, 4, 5 and 6 if you mark the box on the Proxy Form expressly authorising him or her to do so. If you do not do so, you risk your vote not being cast. If you appoint a member of Key Management Personnel of the Company (other than the Chairman) or their closely related parties as your proxy, you must direct them how to vote on items 3, 4, 5 and 6. If you do not do so, you risk your vote not being cast.

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Corporate Representatives

A body corporate may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company’s Share Registrar, Computershare Investor Services, before the Meeting or at the registration desk on the day of the Meeting.

Certificates of appointment of corporate representatives are available at www.computershare.com or on request by contacting Computershare Investor Services on +61 1300 557 010.

Enquiries

Shareholders are invited to contact the Company Secretary on +61 8 9355 9355 if they have any queries in respect of the matters set out in these documents.

E x p l a n a t o r y M e m o r a n d u m

This Explanatory Memorandum and all attachments are important documents. They should be read carefully. If you have any questions regarding the matters set out in the Notice, including this Explanatory Memorandum, please contact the Company, your stockbroker or other professional adviser.

General Information

This Explanatory Memorandum has been prepared for the shareholders of the Company in connection with the Annual General Meeting of the Company to be held on Wednesday, 7 November 2012.

The purpose of this Explanatory Memorandum is to provide shareholders with information that the Board believes to be material to shareholders in deciding whether or not to vote in favour of the resolutions detailed in the Notice.

Item 1 - Annual Financial Statements, Directors’ Report and Auditor’s Report

The Corporations Act requires the Annual Financial Statements, the Directors’ Report, and the Auditor’s Report (together “Annual Financial Statements”) be received and considered at the Meeting.

No vote will be taken on the Annual Financial Statements. However, shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Annual Financial Statements.

A representative from the Company’s Auditor, Deloitte Touche Tohmatsu, will be present at the Meeting and shareholders will have the opportunity to ask the auditor questions in relation to the conduct of the audit, the Auditor’s Report, the Company’s accounting policies, and the independence of the Auditor.

The Annual Financial Statements for the year ended 30 June 2012 are included in the Company’s 2012 Annual Report, a copy of which can be accessed on-line at www.rcrtom.com.au or alternatively, a hard copy 2012 Annual Report will be made available on request.

Item 2 - Re-election and election of Directors

Items 2(a) and 2(b) seek approval for the re-election of Mr Roderick Brown and Mr Paul Dippie who are retiring by rotation under Rule 11.7(a) of the Constitution. This Rule states that no Director (other than the Managing Director) may retain office (without re-election) for more than three years or past the third Annual General Meeting, following the Director’s appointment, whichever is longer. Directors who retire from office in accordance with Rule 11.7(a) of the Constitution are eligible for re-election.

Accordingly, Mr Brown and Mr Dippie, who were last re-elected to the Board on 29 October 2009, will retire and offer themselves for re-election.

Item 2(c) seeks approval for the election of Mr Mark Bethwaite who was appointed to the Board since the last Annual General Meeting under Rule 11.2(b) of the Constitution. Any Director appointed under this Rule may hold office only until the next Annual General Meeting whereby they are eligible under Rule 11.3(a) to offer themselves for election as a Director.

Accordingly, Mr Bethwaite, who was appointed to the Board on 27 March 2012, offers himself for election.

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Item 2(a) - Re-election of Roderick Brown

Qualifications: AWASM, AICD, AusIMM Independent: Yes

Mr Roderick Brown retires by rotation in accordance with the Constitution and offers himself for re-election as a Director.

Mr Brown is an engineer by profession and has extensive experience in marketing and general management. He has held various senior management positions, including Managing Director, with companies involved in the engineering, mining, and industrial service sectors in Australia, USA and Europe and has 20 years’ experience as a Company Director.

Mr Brown is Chairman of the Board and also serves on the Board’s Remuneration and Nomination Committee and Takeover Response Committee.

Mr Brown was first appointed as a Non Executive Director on 18 October 2005 and last re-elected on 29 October 2009.

Recommendation

The Board (excluding Mr Brown) recommends that shareholders vote in favour of the re-election of Mr Brown as a Director.

The Chairman intends to vote undirected proxies in favour of item 2(a).

Item 2(b) - Re-election of Paul Dippie

Qualifications: NZCE, MNZIoD, AICD Independent: Yes

Mr Paul Dippie retires by rotation in accordance with the Constitution and offers himself for re-election as a Director.

Mr Dippie is an engineer by profession. During his career, Mr Dippie has served on the Board of Scanpower, an electricity utility, during its restructuring into a private company. He was also a former principal and Managing Director of Easteel Industries Ltd, prior to its acquisition by RCR in 2005. Mr Dippie has extensive experience in international marketing and procurement, and a wide understanding of the markets and customers in the energy and resources industries.

Mr Dippie serves on the Audit & Risk Committee.

Mr Dippie was first appointed as a Non Executive Director on 29 March 2007 and last re-elected on 29 October 2009.

Recommendation

The Board (excluding Mr Dippie) recommends that shareholders vote in favour of the re-election of Mr Dippie as a Director.

The Chairman intends to vote undirected proxies in favour of item 2(b).

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Item 2(c) - Election of Mark Bethwaite

Qualifications: AM, BE Civil, MBldg Sc, MBA, AICD Independent: Yes

Mr Mark Bethwaite was appointed by the Board as a Non-Executive Director on 27 March 2012 and retires in accordance with the Company’s Constitution and offers himself for election.

Mr Bethwaite holds degrees in Civil Engineering, Building Science and an MBA. During his career he has been Managing Director of major mining companies North Limited and Renison Goldfields Consolidated Limited and of one of Australia’s leading industry associations before retiring in 2006. Now a professional Director, he serves on a number of Boards in business, government and not-for-profit sectors.

Mr Bethwaite represented Australia in sailing in the 1972 and 1976 Olympic Games and has won World Championships in a number of classes. He was made a Member of the Order of Australia (AM) in early 2011 for services to industry and sailing.

Mr Bethwaite serves on the Remuneration and Nomination Committee.

Recommendation

The Board (excluding Mr Bethwaite) recommends that shareholders vote in favour of the election of Mr Bethwaite as a Director.

The Chairman intends to vote undirected proxies in favour of item 2(c).

Item 3 - Approval of the Remuneration Report (non-binding resolution)

A resolution for the adoption of the Remuneration Report is required to be considered and voted on in accordance with the Corporations Act.

The 2012 Annual Report for the year ended 30 June 2012 contains the Remuneration Report which:

• sets out information about the remuneration policy of the Company;

• discusses the relationship between the remuneration policy and the Company’s performance; and

• details information about the remuneration arrangements for the Managing Director and Chief Executive Officer, senior executives and Non Executive Directors.

The Remuneration Report is contained within the Directors’ Report in the Company’s 2012 Annual Report and in the annual report section of the Company’s website at www.rcrtom.com.au.

Voting on the adoption of the Remuneration Report is for advisory purposes only and will not bind the Directors or the Company. The Chairman will allow reasonable opportunity for shareholders to ask questions about, or comment on, the Remuneration Report at the Meeting.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings of the Company, shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which time all of the Directors (other than the Managing Director) must go up for re-election.

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Item 4 - Approval of Managing Director’s Long Term Incentives

Shareholder approval is sought for the proposed grant of Performance Rights to the Managing Director and CEO, Dr Paul Dalgleish, under the RCR Long Term Incentive Plan (“LTI Plan”), the terms of which were approved by shareholders at the 2010 Annual General Meeting and otherwise on the terms and conditions set out below.

Under Dr Dalgleish’s executive services agreement with RCR, Dr Dalgleish is entitled to participate in RCR’s LTI Plan in accordance with the plan rules and subject to any approval RCR considers necessary and appropriate.

The Board (other than Dr Paul Dalgleish) have approved the grant of 1,400,000 Performance Rights to Dr Dalgleish representing his FY2015 long-term incentives, subject to obtaining shareholders’ approval sought at this meeting.

Shareholders’ approval for the issue of Performance Rights to Dr Dalgleish is sought, as both a matter of good governance and for the purposes of ASX Listing Rule 10.14, which will preserve the flexibility as to how the Company sources any shares allocated on vesting of the Performance Rights (i.e. whether shares are purchased on-market and transferred to Dr Dalgleish or issued directly to him).

The Non-Executive Directors consider that Dr Dalgleish’s remuneration package (including his participation in the LTI Plan through the grant of Performance Rights and the performance criteria that such grant is subject to) is reasonable and appropriate having regard to the circumstances of the Company and Dr Dalgleish’s responsibilities as Managing Director and CEO. In making this determination, Non-Executive Directors have consulted with independent remuneration advisor, Godfrey Remuneration Group to review the remuneration package of Dr Dalgleish, including the recommended grant of Performance Rights.

As the grant of Performance Rights forms part of Dr Dalgleish’s remuneration, the Performance Rights will be granted at no cost to Dr Dalgleish and no amount is payable on vesting of the Performance Rights.

If Shareholder approval is obtained, it is anticipated that the Performance Rights will be granted to Dr Dalgleish shortly after the meeting and, in any event, no later than 12 months after the date of the meeting.

Grant Under LTI Plan

The maximum number of Performance Rights that will be granted to Dr Dalgleish is 1,400,000.

Each Performance Right entitles Dr Dalgleish to one fully paid ordinary RCR share, at no cost, at the end of a three year performance period, subject to the satisfaction of the performance measures described below.

Performance Rights carry no voting or dividend entitlements, nor do they create any legal or beneficial right, to an existing share until they have vested.

Any shares allocated to Dr Dalgleish on vesting of the Performance Rights will either be RCR shares purchased on-market and transferred to Dr Dalgleish (including through the use of a trust structure contemplated by the terms of the LTI Plan) or issued as new RCR shares. RCR will fund the cost of any such issue or transfer. On issue, those shares will rank equally with other RCR shares.

Performance Rights are non transferrable.

Performance Measures that Apply to the Performance Rights

The grant of Performance Rights will be subject to two separate performance measures over a three year performance period, as follows:

• Half of the Performance Rights (i.e. up to 700,000) will be subject to RCR achieving a Earnings Per Share (“EPS”) compound annual growth rate (“CAGR”) of between 8% and 16% (“EPS Hurdle”); and

• Half of the Performance Rights (i.e. up to 700,000) will be subject to RCR’s relative Total Shareholder Return (“TSR”) performance measured against a comparator group of companies determined by the Board (“TSR Hurdle”).

The Performance Rights lapse if the performance measures are not met at the end of the performance period.

There is no re-testing of Performance Rights after the three year performance period.For

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Performance Period

The performance period for the grant of the Performance Rights is three years, commencing on 1 July 2012 and ending on 30 June 2015.

EPS Hurdle (50% weighting)

If RCR meets the EPS performance hurdles set out in the table below during the performance period, up to 700,000 shares will vest with Dr Dalgleish.

The EPS component of the Performance Rights will vest if RCR’s EPS CAGR is between 8% and 16% at the end of the three year performance period.

The EPS vesting schedule is as follows:

RCR’s compound EPS growth (CAGR)Proportion of EPS Hurdle Tranche entitlement that will vest

Number of Shares Vesting

Less than 8% per annum 0% Nil

8% per annum 35.71% 250,000

Between 8% and 16% per annum Pro-rated vesting between 8% and 16% CAGR (i.e. 56,250 shares per 1.0% increase in the CAGR).

16% or more per annum 100% (i.e. maximum available under EPS Hurdle Tranche) 700,000

EPS is calculated by dividing the net profit after tax (i.e. statutory NPAT) adjusted for the after tax effect of any significant or adjustable items (at the discretion of the Board), by the weighted average number of ordinary shares of the Company on issue during the relevant financial year.

The Board has determined the CAGR for EPS measurement will be set by reference to a base EPS represented by RCR’s internal budgets. Actual EPS performance against those budgets will be disclosed in the Company’s Remuneration Report at the end of the performance period.

The Company’s EPS will be determined at the end of the three year performance period. The Board will then determine the level of satisfaction of the EPS performance hurdle and therefore the level of vesting of the EPS Hurdle Tranche.

TSR Hurdle (50% weighting)

If RCR meets the TSR performance hurdles set out in the table below, during the performance period, up to 700,000 shares will vest with Dr Dalgleish.

The TSR component of the Performance Rights will vest if RCR’s relative TSR performance is equal to or greater than the 50th percentile of the comparator group of companies at the end of the three year performance period, in accordance with the following vesting schedule:

TSR RankProportion of TSR Hurdle Tranche entitlement shares that vest

Number of Shares Vesting

Less than 50th percentile 0% Nil

50th percentile 35.71% 250,000

Between 50th percentile and 75th percentile

Pro-rated vesting between 50th and 75th percentile (i.e. 18,000 shares per one percentile increase in the TSR ranking)

75th percentile 100% (i.e. maximum available under TSR Hurdle Tranche) 700,000

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The comparator group of companies for the TSR Hurdle will comprise up to 25 peer companies which will include predominantly companies in the S&P/ASX 300 Index (excluding financial services companies) at the beginning of the performance period. These companies will include companies with a higher and lower market capitalisation than RCR and who compete or operate in similar industries and sectors to RCR. The Board has the discretion to adjust the comparator group to take into account events, including but not limited to takeovers, mergers or demergers or change of business that might occur during the performance period.

TSR for RCR and the companies in the comparator group will be calculated, by an external provider, as follows:

• TSR will be measured over the three year performance period (i.e. 1 July 2012 to 30 June 2015);

• For the purpose of this measurement, the share price will be averaged over the 30 days preceding the start and end date of the performance period;

• Dividends will be assumed to have been re-invested on the ex-dividend date; and

• Ignoring tax and any franking credits (or equivalent).

The Company’s relative TSR will be determined at the end of the three year performance period. The Board will then determine the level of satisfaction of the TSR performance hurdle and therefore the level of vesting of the TSR Hurdle Tranche.

Issue of RCR Shares on Vesting

If the performance criteria are met the Performance Rights automatically vest and Dr Dalgleish will become entitled to the requisite amounts of shares (which are expected to be transferred or issued to him on or about 31 August 2015).

It is currently intended that shares allocated on vesting will be acquired on-market. However, the Board retains the discretion to instead issue new RCR shares.

Treatment of Performance Rights on Cessation of Employment

Under the LTI Plan any unvested Performance Rights granted to Dr Dalgleish will lapse on cessation of employment.

In the event of cessation of employment for reasons of death, total and permanent disability, a pro-rata number of unvested Performance Rights will lapse based on the proportion of time remaining in the performance period. The portion relating to the Dr Dalgleish’s completed service may still vest, subject to achieving the performance measures at the end of the applicable performance period.

Change of Control

If a change of control occurs in RCR (for example, a party making a takeover bid for RCR acquires voting power of more than 50% in RCR or shareholders approve a scheme of arrangement pursuant to which a party acquires a similar voting power in RCR), any Performance Rights that have not yet vested will immediately vest:

• if the change of control occurs within 12 months of the date of grant of the Performance Right (or such other date as determined by RCR), on the date of the change of control; or

• if the change of control occurs after 12 months of the date of grant of the Performance Right (or such other date as determined by RCR), on the date of the change of control but only if the performance criteria would have been satisfied for the financial year ended immediately prior to the change or control and the Board has not determined otherwise.

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Other Information

The estimated fair value of each Performance Right, as calculated in accordance with AASB 2 “Share-Based Payments”, has been determined by RCR’s external advisor. For the proposed grant of Performance Rights, the calculated fair value of the Performance Rights has been determined as at 27 September 2012. The indicative value of each Performance Right is $0.54 for those subject to the ESP Hurdle and $0.82 for those subject to the TSR Hurdle (average value of $0.68 for each Performance Right over both tranches). These values have been used to determine the number of Performance Rights to be granted to Dr Dalgleish and represent the long term incentive component of his remuneration package (being an aggregate fair value of the Performance Rights is $952,000, which represents 107% of Dr Dalgleish’s total fixed remuneration). The actual accounting expense of the Performance Rights can only be determined by reference to the fair value of the Performance Rights at the date the Performance Rights are granted. The actual accounting expense is then recognised over the three year performance period.

In relation to the LTI Plan:

• Dr Dalgleish is the only Director entitled to participate under the RCR LTI Plans;

• Dr Dalgleish has currently 248,186 unvested Performance Rights issued under the terms of the LTI Plan, which are subject to vesting on 30 September 2013. No amount was payable for the issue of those Performance Rights. Details of Dr Dalgleish’s remuneration and other interests in RCR are set out in the Remuneration Report and Director’s Report in the 2012 Annual Report released to the ASX on 6 September 2012 and available on the Company’s website;

• No other Performance Rights have been issued to directors or associates of directors under the LTI Plan;

• There is no loan scheme in relation to the Performance Rights;

• Dr Dalgleish is prohibited from hedging the share price exposure in respect of Performance Rights during the performance period applicable to those Performance Rights. Shares issued on the vesting of Performance Rights will be subject to RCR’s Securities Trading Policy; and

• If Shareholder approval is obtained, details of the Performance Rights granted to Dr Dalgleish under the LTI Plan will be provided in the Remuneration Report for the year ending 30 June 2013.

Shareholder approval was obtained on 18 November 2010 to sanction RCR financially assisting an employee in acquiring RCR shares (which may occur where RCR elects to transfer shares rather than issue them). That approval applies to any shares transferred pursuant to the vesting of Performance Rights.

Board Recommendation

The Board (other than Dr Paul Dalgleish) considers the grant of Performance Rights to Dr Dalgleish to be appropriate in all the circumstances and recommends that Shareholders vote in favour of Item 4.

The Chairman of the Meeting intends to vote all available proxies in favour of the grant of Performance Rights to Dr Dalgleish.

Voting Exclusions

Refer to the Voting Exclusion on this Item 4 in the Notes on page 5.

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Item 5 - Increase in Aggregate Fees for Non Executive Directors

In accordance with Rule 11.9 of the Constitution and ASX Listing Rule 10.17, shareholders of the Company are being asked to approve an increase in Directors’ fee pool (the maximum aggregate amount which may be paid as Non Executive Directors) by $150,000, from $800,000 to $950,000 per annum (inclusive of superannuation).

The current annual fee pool of $800,000 was approved by shareholders at the annual general meeting in 2010. Since that time, the Company has continued the expansion of its business and considers it to be very important that it remains able to attract and retain Directors with the appropriate experience, expertise, skills and diversity to oversee the Company’s business and strategic direction. Accordingly, the remuneration of Non Executive Directors must remain competitive with remuneration paid by companies of a similar size and complexity.

The Board has reviewed the current fee pool limit and determined that the current fee cap leaves little headroom to accommodate:

• any future increase in the number of Non Executive Directors, particularly where it is considered appropriate in light of the growth and complexity of the Company’s business or to increase diversity of membership of the Board; and

• any future market based reviews for Non Executive Directors’ fees in order to maintain market competitiveness. No individual fee increases are proposed in the next year

The Board confirms that it does not currently intend to utilise the full increased fee cap, as proposed, but considers that the increase provides the necessary flexibility for the reasons set out above.

Currently, the total fees per annum paid to all Non Executive Directors is $696,000. This amount remains well below the current and proposed fee cap of $950,000 per annum.

The Board also confirms that the current remuneration payable to individual Non Executive Directors last increased on 1 July 2012 and is set out in the table below.

Current Level of Annual Board and Committee Fees Payable to Non Executive Directors

Board Audit & Risk CommitteeRemuneration &

Nomination Committee

Position $ $ $

Chairman of the Board 208,000 - -

Non Executive Director 104,000 - -

Committee Chairman - 24,000 12,000

Committee Member - 12,000 6,000

Notes: the current aggregate fees paid to Non-Executive Directors of $696,000 per annum, is based on six Non Executive Directors, of which one is the Chairman; three members of the Audit & Risk Committee of which one is Committee Chair; and three members to the Remuneration and Nominations Committee of which one is Committee Chair. Amounts are inclusive of superannuation.

The amendment will be treated as applying in respect of each financial year of the Company commencing on or after 1 July 2012.

The Company, of course, will continue to set the actual level of remuneration of its Non Executive Directors within the shareholder approved fee cap limit, after having regard to independent external advice, market practice, Board performance and other appropriate factors.

Disclosure of Directors’ remuneration will continue to be made to shareholders in each Annual Remuneration Report in accordance with applicable legal and ASX Listing Rule requirements.


Dr Dalgleish (as the only Executive Director and who does not receive Director Fees) recommends that shareholders vote in favour of the increase in aggregate fees for Non Executive Directors.

The Chairman intends to vote undirected proxies in favour of item 5.

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Item 6 – Amendment to Terms of Existing Employee Options to Allow Cashless Exercise

A number of employee options have been issued to employees in prior years (pursuant to RCR Employee Share Option Plan as approved by Shareholders on 29 September 2006 and 28 October 2009) and issued to the Managing Director and CEO, Dr Dalgleish (pursuant to option terms approved by Shareholders on 28 October 2009). The terms of issue of these options contemplate the exercise of options in the traditional manner (i.e. being payment of the exercise price in cash and receipt of one new RCR share per option exercised).

Shareholders’ approval is being sought to amend the terms of these options and the RCR Employee Share Option Plan to permit existing optionholders and any future optionholders to nominate at the optionholder’s election a ‘cashless exercise’.

Cashless exercise essentially allows the optionholder to set-off the exercise price and simply receive RCR shares to the value of the difference between the exercise price and the market value of shares on the day the options are exercised.

This form of exercise will be available to optionholders at their election. The optionholder may still elect to exercise their options in the traditional manner.

Worked examples showing the difference between a traditional exercise and the proposed alternative of a ‘cashless exercise’ are set out below.

On nominating a ‘cashless exercise’, the Company will only issue (or acquire on-market) that number of shares (rounded down to the nearest whole number) as are equal in value to the difference between the exercise price otherwise payable for the options and the market value of the shares at the time of exercise. The market value will be based on the weighted average price of RCR shares on the ASX over 20 trading days prior to the notice of exercise being given by the optionholder, unless otherwise determined by the Board.

Cashless exercise will not be allowed during any closed period determined in accordance with the Company’s Securities Trading Policy.

Under the existing terms of the options, no options can be exercised until they vest by meeting the time based conditions and/or performance hurdles attached to the options. The table below sets out the details of existing options and their vesting dates. These will remain unchanged.

It is further proposed to amend the terms of the options and the RCR Employee Share Option Plan, to provide RCR with flexibility to issue new RCR shares, transfer RCR shares or acquire RCR shares on-market (including through the RCR Employee Share Trust) to satisfy obligations on the exercise (either in the traditional manner or by cashless exercise) of options.

The provision by the Company of the cashless exercise alternative and the transfer of shares to an optionholder on exercise may be considered to be providing financial assistance to the optionholder or the Trustee of the RCR Employee Share Trust appointed to acquire RCR shares.

Accordingly, shareholders’ approval is sought to approve each of these changes and to approve the amended Employee Share Option Plan for the purposes of section 260C(4) of the Corporations Act.

Worked Examples

Traditional Exercise – example only

By way of example only, if an optionholder holds 10,000 options each with an exercise price of $0.39 (which have vested and are therefore capable of exercise), then in electing to exercise all of these options in the traditional manner the optionholder would pay RCR $3,900 and receive 10,000 Shares.

Cashless Exercise – example only

Under the proposed alternative, the optionholder may nominate cashless exercise. In circumstances where the RCR’s 20 trading day weighted average price is $1.60 per share (“Market Price”) (calculated prior to the date of notice to exercise being given to RCR) they will pay no cash on exercise and receive 7,562 Shares. Shares will be rounded down to the nearest whole number.

Calculated as follows:

• 10,000 options x $1.60 Market Price per share = $16,000,

• Then, $16,000 less the exercise price of $3,900 (being 10,000 options x $0.39 per share) = $12,100 net market value,

• Then $12,100 net market value divided by $1.60 Market Price per share = 7,562 shares rounded down and issued to the optionholder on exercise of options.

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Options to which the Proposal Relates

Details of existing options over unissued shares in RCR as at the date of the notice to which the amendments apply are set out below:

Options over unissued shares in RCR

Issuer – RCR Tomlinson Ltd Class of Securities

Number of Options

Exercise Price Grant Date Vesting Date Expiry Date

Unlisted Employee Options (optionholder various RCR employees)

377,500 $1.20 23 Sept 2008 22 Sept 2010 24 Sept 2013

Unlisted Employee Options (optionholder various RCR employees)

125,000 $1.20 26 June 2009 22 Sept 2010 24 Sept 2013

Unlisted CEO Options (optionholder is Dr Dalgleish)

1,286,015 $0.39 17 June 2009 30 Sept 2012 30 Sept 2014


1,400,000 $0.39 17 June 2009 30 Sept 2013 30 Sept 2015


1,400,000 $0.39 17 June 2009 30 Sept 2014 30 Sept 2016


333,000 $0.39 17 June 2009 1 January 2013 30 Sept 2015


334,000 $0.39 17 June 2009 1 January 2014 30 Sept 2015

5,255,515

Effect of the Proposed Amendment

The amendments will not change the fundamental entitlements of the existing optionholders, rather, it will provide them with an alternative means of exercise.

The Board considers that the proposed cashless exercise amendment is administrative in nature, in that it only affects the manner in which options are exercised. Furthermore, the cashless amendment does not change the entitlements of holders of options, and in particular, an employee (including Dr Dalgleish) will be in the same economic position as if they had exercised all of their options, paid the relevant total exercise price, and disposed of some of their shares equal in value to that total exercise price.

The Directors (excluding Dr Dalgleish who has an interest in the Resolution) consider there to be a number of benefits in offering a cashless exercise alternative including:

• limits dilution to existing shareholders (as fewer shares are issued under the cashless exercise alternative and RCR will have the flexibility to acquire shares on-market to satisfy the exercise of options);

• makes the option exercise a more attractive prospect for the employee who may otherwise not have ready access to the necessary cash to exercise in the traditional manner;

• makes retention of the shares issued on exercise more attractive to employees (as the employee would not need to sell down all or part of the shares to recoup the monies paid to exercise the options); and

• it aligns RCR’s Employee Share Option Plan with RCR’s Long Term Incentive Plan, which provides for the grant of performance rights to senior executives, which have no exercise price.

While less cash would be received by the Company where cashless exercise is selected, this is not seen as a material consideration as the options are not issued for the purpose of raising funds, but principally to assist in attracting, retaining and rewarding employees (including Dr Dalgleish) for performance. Similarly, the total amount that would be raised if all options were issued would be $2,456,676 which is not considered to be material in the context of RCR’s financial position.

Furthermore, if shares are acquired on-market to satisfy the exercise of options under the traditional way it would reduce the Company’s cash on hand by $5,952,148 (net of the exercise price of $2,456,676 based on the current market price of $1.60 per share), which again is not considered material.

The Non Executive Directors have also consulted with independent remuneration advisor, Godfrey Remuneration Group, who recommends the proposal and amendments to provide optionholders with a cashless alternative on exercise.


The Directors (excluding Dr Paul Dalgleish who has declined to make a recommendation due to his interest in the Resolution) unanimously recommends that shareholders vote in favour of this item 6.

Refer to the Voting Exclusion on this item 6 in the Notes on page 5.

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Definitions

Annual General Meeting or AGM or Meeting

means the Annual General Meeting of shareholders of the Company to be held at the Parmelia Hilton Perth at 14 Mill Street, Perth, Western Australia 6000 on Wednesday, 7 November 2012 at 11.00 am (Perth time), or any adjournment thereof.

ASX means ASX Limited (ABN 98 008 624 691), or as the context requires, the financial market operated by it.

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX, from time to time and as modified by any express waiver given by ASX.

Board means the board of Directors.

Chairman means the person chairing the Meeting from time to time.

closely related party of key management personnel means:

• a spouse or child of the member; or

• a child of the member’s spouse; or

• a dependent of the member or the member’s spouse; or

• anyone else who is one of the member’s family any may be expected to influence the member or be influenced by the member in the member’s dealings with the Company; or

• company the member controls; or

• a person prescribed by the Corporations Regulations 2001 (Cth).

Company or RCR or RCR Tomlinson means RCR Tomlinson Ltd (ABN 81 008 898 486).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Key Management Personnel has the same meaning given in the accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any Directors.

Notice of Annual General Meeting means this notice of Annual General Meeting, including the Explanatory Memorandum.

Non Executive Director means a non executive Director.

Proxy Form means the proxy form attached to this Notice.

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RCR Tomlinson Ltd

ABN 81 008 898 486

Head Office

Level 6 251 St Georges Terrace

Perth Western Australia 6000

Ph: +61 8 9355 9355

E: [email protected]

W: www.rcrtom.com.au

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T 000001 000 RCR

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

Lodge your vote:

Online:www.investorvote.com.au

By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia

Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only(custodians) www.intermediaryonline.com

For all enquiries call:(within Australia) 1300 850 505(outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 11:00am (Perth time) Monday 5 November 2012

How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.

Appointment of ProxyVoting 100% of your holding: Direct your proxy how to vote bymarking one of the boxes opposite each item of business. If you donot mark a box your proxy may vote as they choose. If you markmore than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of yourvoting rights by inserting the percentage or number of securitiesyou wish to vote in the For, Against or Abstain box or boxes. Thesum of the votes cast must not exceed your voting entitlement or100%.

Appointing a second proxy: You are entitled to appoint up to twoproxies to attend the meeting and vote on a poll. If you appoint twoproxies you must specify the percentage of votes or number ofsecurities for each proxy, otherwise each proxy may exercise half ofthe votes. When appointing a second proxy write both names andthe percentage of votes or number of securities for each in Step 1overleaf.

Signing Instructions for Postal FormsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the registry, please attach a certified photocopy of thePower of Attorney to this form when you return it.Companies: Where the company has a Sole Director who is alsothe Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the CorporationsAct 2001) does not have a Company Secretary, a Sole Director canalso sign alone. Otherwise this form must be signed by a Directorjointly with either another Director or a Company Secretary. Pleasesign in the appropriate place to indicate the office held. Delete titlesas applicable.

Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need toprovide the appropriate “Certificate of Appointment of CorporateRepresentative” prior to admission. A form of the certificate may beobtained from Computershare or online at www.investorcentre.comunder the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questionsfor the company, please write them on a separate sheet of paper andreturn with this form.

GO ONLINE TO VOTE, or turn over to complete the form

A proxy need not be a securityholder of the Company.

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

ABN 81 008 898 486

www.investorvote.com.auVote online or view the annual report, 24 hours a day, 7 days a week:

Cast your proxy vote

Access the annual report

Review and update your securityholding

Your secure access information is:

PLEASE NOTE: For security reasons it is important that you keep yourSRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

*L000001*

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Important for Items 3 - 6: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Items 3 - 6below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote onItems 3 - 6, the Chairman of the Meeting will not cast your votes on Items 3 - 6 and your votes will not be counted in computing the requiredmajority if a poll is called on any of these items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 3 - 6 ofbusiness.

I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome ofItems 3 - 6 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest or, if theChairman does not have an interest, I/we expressly authorise the Chairman to exercise my/our proxy even though the relevantresolution is connected to remuneration of a member of key management personnel.

If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting onItems 3 - 6 by marking the appropriate box in step 2 below.

Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your BehalfI/We being a member/s of RCR Tomlinson Limited hereby appoint

STEP 1

the ChairmanOR

PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).

STEP 2 Items of BusinessPLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

ContactName

ContactDaytimeTelephone Date

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

of the Meeting

*I9999999999*I 9999999999 I ND

R C R 1 5 5 2 0 4 A

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

/ /

XX

Re-election of Director - Mr Roderick Brown

Re-election of Director - Mr Paul Dippie

Election of Director - Mr Mark Bethwaite

Adoption of the Remuneration Report (non-binding resolution)

Approval of Managing Director’s Long Term Incentives

Item 2 (a)

Item 2 (b)

Item 2 (c)

Item 3

Item 4

Important Note: For Items 3 - 6 this express authority is subject to you marking the box in the section below.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman ofthe Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), by marking the box in the section below, I/we expresslyauthorise the Chairman to exercise my/our proxy on Items 3 - 6 (except where I/we have indicated a different voting intention below) eventhough Items 3 - 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes theChairman.

Increase in Aggregate Fees For Non Executive DirectorsItem 5

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, andto the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of RCR Tomlinson Limited to be held at Parmelia HiltonPerth, 14 Mill Street, Perth, WA on Wednesday, 7 November 2012 at 11:00am (Perth time) and at any adjournment or postponement of thatMeeting.

Item 6 Amendment to Terms of existing Employee Options to allow cashless exercise

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Documents

For personal use only - ASX · 10/5/2012 · RCR Tomlinson Ltd +61 (0) 8 9355 9355 . About RCR RCR Tomlinson Ltd (RCR) is an integrated engineering company providing turnkey solutions