#1Investor Presentation - Acquisition of Trivantage Holdings Pty Ltd scee 18 November 2020#21 Acquisition overview and strategic rationale 2#3Acquisition overview Acquisition of Trivantage scee SCEE has entered into a Share Purchase Agreement to acquire 100% of Trivantage Holdings Pty Ltd from the current shareholders of Trivantage for an enterprise value of up to $53.5m on a debt free basis, comprising: - $25.0m cash payable on completion, expected to be mid-December 2020 - Following confirmation that Trivantage's FY21 EBIT is equal to or greater than $10.1m: $10.0m in cash; and $5.5m in SCEE shares - $8.0m in additional cash, payable following FY22 and FY23 results, contingent on EBIT of at least $10.1m being achieved Up to $5m in additional cash, payable following FY22 to FY23 results, contingent on financial outperformance¹ The acquisition consideration represents EBIT multiples of (based on the current FY21 forecast EBIT of $10.8m): 3.8x FY21F EV/EBIT assuming achievement of Trivantage FY21 EBIT of at least $10.1m and before potential additional payments in FY22 and FY23; - 4.5x FY21F EV/EBIT assuming Trivantage maintains EBIT of at least $10.1m in each of FY22 and FY23; and 3.7x FY23F EV/EBIT assuming Trivantage achieves earnings in FY22 and FY23 sufficient to receive full portion of outperformance earn-out consideration Current management vendors of Trivantage to remain with the business under SCEE ownership Trivantage Chairman (and significant shareholder of Trivantage), Paul Chisholm, to be invited to join the SCEE Board (1) Refer Appendix for detailed transaction terms. Acquisition of Trivantage Holdings Pty Ltd 3#4Acquisition overview (continued) scee Overview of Trivantage Combined Group profile Trivantage is a specialised electrical services company with over 50 years of operational experience providing complex electrical solutions across Australia Trivantage is primarily a services oriented business characterised by a strong degree of recurring and maintenance work Operates via three specialist divisions - S.J. Electric (electrical services to commercial and retail markets), SEME Solutions (electronic security services) and Trivantage Manufacturing (switchboard design and manufacture) In FY20 Trivantage had an audited statutory revenue of $116m and profit before tax of $8.2m Trivantage is forecasting to achieve FY21 revenue of circa $130m and normalised EBIT of $10.8m Headquartered in Melbourne, Trivantage has around 400 employees/sub-contractors Australia-wide with offices in Victoria, Western Australia, Queensland, New South Wales, South Australia and Tasmania Balanced revenue streams across sectors and geographies¹: - Commercial is 45% of FY21 proforma revenue, Resources 30%, and Infrastructure 25% 45% of FY21 proforma revenues generated from NSW & ACT, 30% from WA, 15% from Queensland & NT and 10% from Victoria 68% of FY21 proforma revenues from construction and 32% is recurring, services & maintenance Significantly enhanced scale with combined order book (as at 30 June 2020) over $500m and pro-forma FY21 budgeted revenue of circa $500m¹ Transaction funding and financial impact (1) Based on FY21 proforma budgeted revenue Cash payments to the vendors of Trivantage will be funded through SCEE's existing cash reserves Following completion, SCEE will maintain a strong balance sheet Strong double digit pro-forma EPS accretion in FY21F Acquisition of Trivantage Holdings Pty Ltd 4#5Acquisition consistent with SCEE's strategy scee Over the past four years, SCEE implemented a strategy to diversify into commercial, infrastructure, defence, telecommunications, industrial, energy and utilities work across Australia This strategy was significantly progressed via the successful acquisitions of Heyday and Datatel and also through SCEE's organic diversification initiatives. A further part of the strategy has been to focus on increasing the level of recurring, services and maintenance work to enhance the consistency of earnings The acquisition of Trivantage represents significant further steps in the successful execution of this strategy: ■ Further end market diversification - through exposure to the resilient supermarket sector and a greater presence in Victoria and Queensland Increasing recurring, services and maintenance revenue streams - circa 75% of Trivantage's revenues are derived from existing relationships as an approved contractor/preferred supplier Diversifies group capabilities - with sharing of best practices between business units and potential synergies Further cross-selling opportunities - particularly with the addition of high-quality switchboard design and manufacturing capability Acquisition of Trivantage Holdings Pty Ltd 5#6scee Transaction highlights and strategic rationale The acquisition of Trivantage is consistent with SCEE's strategy and will deliver significant benefits for shareholders including: - Aligned operating model – strategically aligned business model and complementary focus on electrical services Recurring service and maintenance - provides SCEE with greater exposure to recurring service and maintenance work Diversification benefits - further diversification across sectors, customers and geographies delivering deepening exposure to commercial and social infrastructure markets Cross-selling opportunities – potential synergies and opportunity to further leverage the combined group's customer relationships and skills. Additionally, Trivantage's in-house high-quality switchboard manufacturing capability provides an opportunity to recapture margin and provide an increasingly integrated offering Enhanced scale and relevance - significantly enhanced scale and geographic coverage with combined pro-forma FY21F revenue of circa $500m Highly experienced management team and an excellent cultural fit - strong incentive structure and ongoing alignment underpinned by earn-out acquisition structure Financial benefits - immediate and significant pro-forma EPS accretion Acquisition of Trivantage Holdings Pty Ltd 60#72 Overview of Trivantage#8Overview of Trivantage scee Trivantage is a leading specialised electrical services provider with an over 50 year track record and longstanding relationships with a range of blue chip clients across multiple sectors Business Overview Geographic Footprint(¹) Trivantage is a Victorian headquartered provider of specialised electrical services across a range of sectors TRIVANTAGE The origins of the business span back over 50 years, over which time Trivantage has developed a strong reputation for delivering value-add services under an integrated solution Trivantage operates under three divisions: S.J. Electric: leading provider of electrical services solutions to the commercial and retail sector SEME Solutions: provider of electronic security access across the law enforcement, custodial, industrial, resources and health sectors Trivantage Manufacturing: leading manufacturer of premium quality switchboards to a range of end users The group employs circa 400 full-time employees/sub-contractors including tradespeople, engineers, project managers, apprentices, estimators and executive management Trivantage has a highly experienced management team with an average tenure of circa 20 years with the business. The team is led by Russell Stanley who has over 40 years experience in the business and has a deep knowledge of the sectors in which Trivantage operates Trivantage is currently expected to generate revenues of around $130m and normalised EBIT of $10.8m in FY21 (1) Employees as at June 2020. Victoria includes 14 staff allocated to shared services and head office. Key Office Locations FY20 Revenue FTES Perth $23m 69 $5m 21 Adelaide Acquisition of Trivantage Holdings Pty Ltd Mackay $39m 125 Brisbane $14m 42 Sydney Head Office: Melbourne $33m 123 $1m 5 8 00#9Divisional overview and capabilities scee Trivantage provides a diverse range of high-value electrical services including electrical construction, maintenance and manufacturing and installation of specialist switchboards across three divisions Division Services TRIVANTAGE Electrical Construction and Maintenance Electronic Security and Access Systems Switchboards SJELECTRIC SEME SOLUTIONS TRIVANTAGE MANUFACTURING " Installation of electrical infrastructure and commercial refrigeration Complete service solutions including prioritised break- down, preventative maintenance, comprehensive maintenance and small ad-hoc projects Installation and maintenance of access control, perimeter detection, CCTV, duress and intercom systems Project management with complete turnkey solutions for specialist services, with a team on standby to dispatch technicians 24 hours, 7 days a week In-house switchboard manufacturing facilities to develop and deliver premium quality custom made switchboards and kiosk substations Manages all design, sheet-metal, powder-coating and assembly work in-house under strict quality control, ensuring production standards and deadlines are met Sectors / Clients Leading Australian supermarkets, retailers and facilities management providers Law enforcement, custodial, industrial, resources and healthcare Infrastructure, supermarkets and utilities. Client Snapshot ALDI Woolworths FY20 Revenue Contribution Acquisition of Trivantage Holdings Pty Ltd coles Target 49% PROGRAMMED Facility Management Rio Tinto BHP Australian Government Department of Finance O 21% A Urban Unres OPTUS Woolworths Schneider Downer CPB Queensland Government Ourensland Health SIEMENS Electric pere success CONTRACTORS WestConnex Ccoles 30% 6#10Strong management team Trivantage is run by a highly experienced and senior management team, many of whom have longstanding ties to the business and will remain with the business following acquisition scee Russell Stanley CEO TRIVANTAGE Group CEO and has been Executive Director of S.J. Electric since 2015 Appointed as Director of Trivantage Group in 2008 after being part of the Board of Directors of S.J. Electric Australia since 2001 Was previously Managing Director of its QLD operations (1984- 2001), NSW operations (1990-2001) and WA operations (1994- 2001) Dragan Jancic Divisional General Manager - SEME Solutions Appointed to the role in May 2017 Ben Weston CFO TRIVANTAGE Appointed to the role in October 2014 after holding the position of Financial Controller since joining in 2011 Evolved Trivantage's finance function by implementing better risk management practices and introducing cost saving initiatives led by a centralisation of shared services Previously a Manager at KPMG (circa 6 years tenure) and is a Chartered Accountant SEME Denis Jackson A Experience in leading the execution of sales and operations teams nationally with previous roles at Vitalcare (Sales & Marketing Director) and Ascom Australia (National Sales Manager) Extensive industry experience in wireless communications, intercom systems and health technology TRIVANTAGE Divisional General Manager - Trivantage Manufacturing Appointed to the role in July 2016 Extensive manufacturing experience in low and medium voltage markets holding previous General Manager roles at LAI Switchboards Australia and PSG Manufacturing Maintains a large national customer network with suppliers, electrical consultants and end-users Paul Stanley Divisional General Manager - S.J. Electric SJELECTRIC John Dover 39 years with S.J. Electric and has led the Commercial Refrigeration sector for 15 years Responsible for QLD operations since 2013 and continues to manage the Commercial Refrigeration sector nationally Recognised industry leader in the Electrical Refrigeration industry with significant long-term relationships Group Commercial Manager TRIVANTAGE Experienced commercial manager and professional in construction law with over 20 years experience in the construction industry Involved in executive level advice and decision making Holds a Masters in Commercial Law and Graduate diploma in Construction Law Acquisition of Trivantage Holdings Pty Ltd 10 10#11Diversified business mix with service focus scee Trivantage has strong technical capabilities in delivering business critical services across a range of markets including supermarkets, custodial, datacentres, healthcare and municipal services FY20 Revenue by End Markets Health & Aged Care 4% Telco & Data Centres 3% Public Infra & Defence 6% Custodial 6% Industrial, Energy & Utilities 7% FY20 Revenue by Capability Security Maintenance Diversified end market exposure 5% Security Installation 17% Retail • Retail sector represents the largest end market (over 60% of revenue) which is underpinned by longstanding relationships with core customers such as Coles and Woolworths Resources 11% 63% WA 20% FY20 Revenue by Geography TAS SA 1% 4% NSW 12% QLD 34% ☐ Acquisition of Trivantage Holdings Pty Ltd VIC 29% " National presence VIC and QLD represent the largest states and contribute over 60% of revenue Refrigeration 16% Electrical Maintenance 15% Construction 26% Switchboard Manufacturing 27% Electrical Infrastructure 20% Strong diversification across services lines Switchboard manufacturing represents the largest contributor of revenue, followed by electrical infrastructure FY20 Revenue by Type Recurring, services & maintenance 74% 11#12Strong market fundamentals scee Australia's largest supermarkets continue to invest in their store networks, with spend on new stores and refurbishments being relatively stable over the past 3 years. As a leading provider to this sector, Trivantage is well placed to benefit from ongoing investment which is expected to remain strong Supermarket store network Coles 1.1% CAGR 835 839 843 821 824 809 801 787 776 762 756 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21F FY22F FY23F Woolworths 1.9% CAGR 1,082 1,072 1,062 1,052 1,024 1,008 992 995 961 931 897 Commentary Capital investment is expected to remain strong in the near term, with Coles in particular increasing its spend following a period of under- investment during its ownership by Wesfarmers Woolworths has invested heavily in IT and store renewals after launching its Renewal & Upgrade program in late 2015 which is expected to continue through to FY21. Whilst Woolworths' pace of renewals is now moderating, the business is still targeting 60-80 store refurbishments per year in the medium term Both Coles and Woolworths are also investing strongly in new store formats/fit out options to address evolving consumer demands and particularly with respect to fresh food offerings, which will continue to drive spend in the sector Trivantage's forecast earnings derived from Woolworths and Coles is expected to be underpinned by consistent and robust medium- term capital spend targets FY13 FY14 FY15 Source: Broker Research, Company Filings. Acquisition of Trivantage Holdings Pty Ltd FY16 FY17 FY18 FY19 FY20 FY21F FY22F FY23F 12#133 Combined Group profile 13#14Increased diversification scee A combination of SCEE and Trivantage will create a more balanced and diversified electrical contractor with greater exposure to recurring service and maintenance work and an enhanced national footprint FY20 SCEE stand-alone FY21 Proforma Budget Combined Group Revenue by State Revenue by Sector Acquisition of Trivantage Holdings Pty Ltd Infrastructure 47% WA 17% Resources 11% SA VIC & TAS 1% QLD & NT 0% 10% Commercial 42% Resources 30% Infrastructure 25% VIC & TAS SA 8% 1% QLD & NT 16% WA NSW & ACT 31% 72% Commercial 45% NSW & ACT 44% 14#15Recurring, services and maintenance work The transaction presents a transformational change in the breadth and depth of the Group's recurring, services and maintenance offerings FY20 SCEE stand-alone revenue scee FY21 Proforma Budget Combined Group ☐ Construction 82% Recurring, Services & Maintenance 18% Construction 68% Recurring, Services & Mainenance 32% Acquisition substantially increases SCEE's exposure to recurring and service & maintenance style work, providing greater forecast revenue visibility Opportunity to consolidate SCEE's existing service and maintenance offering into Trivantage, creating a national and multi-sector services platform Acquisition of Trivantage Holdings Pty Ltd 15#16Synergies and cross-selling opportunities scee The transaction is likely to generate strong synergies and cross-selling opportunities, examples of which are outlined below Opportunity to supply Trivantage switchboards across the SCEE, Datatel and Heyday businesses " Potential to offer widened scopes in retail sector Potential to offer Trivantage security and access control systems into commercial projects Cross-selling opportunities across existing Datatel government and educational customer base Opportunities for Datatel to deliver fibre related works currently subcontracted out by Trivantage Knowledge sharing across combined group in business development and estimation Overhead savings through combining back office functions Acquisition of Trivantage Holdings Pty Ltd SEME Church TRIVA 16#17Appendix 17#18Detailed transaction terms Acquisition of 100% of Trivantage Holdings Pty Ltd Acquisition • Due diligence finalised Consideration • Terms of SCEE • Share Issue Vendor Involvement Condition Precedent Completion is expected to occur in mid-December 2020 Up to a total of $53.5m payable as follows and on a debt free basis: 1. Deal Completion Initial Cash Consideration $25.0m in cash at completion 2. FY21 Results Confirmation Payment Following confirmation that Trivantage FY21 EBIT is equal to or greater than $10.1m: a) $10.0m in cash; and b) $5.5m in SCEE shares (refer further details below) scee If FY21 EBIT less than $10.1m elements 2(a) and 2(b) each reduced on a pro-rata basis to nil at EBIT of $4.0m. If FY21 EBIT greater than $10.1m then incremental EBIT above $10.1m added to FY22 EBIT for purpose of calculating FY22 earn-out consideration 3(a) below 3. Earn-out: Deferred Consideration a) $4.0m in cash if Trivantage EBIT result for FY22 is equal to or greater than $10.1m b) $4.0m in cash if Trivantage EBIT result for FY23 is equal to or greater than $10.1m To the extent that EBIT is below $10.1m in either FY22 or FY23, the Deferred Consideration payment in that year would be calculated based on the following formula reducing the payment to zero: $4.0m less 5 x ($10.1m less actual EBIT) 4. Earn-out: Outperformance Consideration • • a) Up to $1.7m of cash payable if Trivantage EBIT results for FY22 is equal to or greater than $11.4m. Reduced on a pro-rata basis down to nil at EBIT of $10.1m b) Up to $3.3m of cash payable if Trivantage EBIT results for FY23 is equal to or greater than $14.4m. Reduced on a pro-rata basis down to nil at EBIT of $10.1m SCEE shares issued under FY21 Results Confirmation Payment will be ordinary fully paid shares in SCEE Shares issued at the VWAP over the 10 trading day period commencing 5 trading days before announcement 50% of SCEE shares will be escrowed for 12 months from completion, and remaining 50% escrowed for 24 months from completion Vendors that are currently executives of Trivantage will continue in their same executive roles with SCEE post-completion Paul Chisholm (significant shareholder and current Chairman of Trivantage) to be invited to join the SCEE Board Completion of the transaction is only conditional on there being no material adverse change in the period prior to completion Acquisition of Trivantage Holdings Pty Ltd 18#19Disclaimer Scee Some of the information contained in this presentation contains "forward-looking statements" which may not directly or exclusively relate to historical facts. These forward-looking statements reflect the current intentions, plans, expectations, assumptions and beliefs of Southern Cross Electrical Engineering Limited ("SCEE") about future events and are subject to risks, uncertainties and other factors, many of which are outside the control of SCEE. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Because actual results could differ materially from SCEE's current intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this presentation with caution and not to place undue reliance on them. No representation is made or will be made that any forward-looking statements will be achieved or will prove to be correct. SCEE does not undertake to update or revise any forward- looking statement, whether as a result of new information, future events or otherwise. Past performance information given in this presentation is given for illustrative purposes only. and should not be relied upon as (and is not) an indication of future performance. This presentation is for information purposes only. It is not financial product or investment advice or a recommendation, offer or invitation by SCEE or any other person to subscribe for or acquire SCEE shares or other securities. The presentation has been prepared without taking into account the objectives, financial situation or needs of the reader. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek the appropriate professional advice. Statements made in this presentation are made as at the date of the presentation unless otherwise stated. The information in this presentation is of a general background nature and does not purport to be complete. It should be read in conjunction with SCEE's other periodic and continuous disclosure announcements. Acquisition of Trivantage Holdings Pty Ltd 19