1

Gresham Mining Services Quarterly

Chris Branston

cbranston@gresham.com.au

We are pleased to present Edition 13 of the Gresham Mining Services Quarterly (GMSQ), a snapshot of the performance, news and trends across the resources (including oil & gas) services sector.

Despite continued challenging conditions and negative market sentiment, the Gresham Mining Services Index (GMSI)(1) finished up 4% in the June quarter. This was driven by the major diversified constituents, with 7 of the 10 largest companies recording share price increases over the period. However, the trend for the majority of smaller players was less positive, with 27 of the 40 companies outside the top 10 seeing their share price fall.

The GMSI fell 25% during FY15, equating to a loss of $4.8 billion in equity market value. Valuation multiples appear to have stabilised, with the FY16 median sector PE multiple of 9.5x broadly consistent with the long-term sector average.

While we continue to believe the indicators for sector consolidation are strong, the trend of increasing M&A activity in late 2014 has not continued in the first half of 2015. Since January, 8 mining services deals have been announced, and only two GMSI constituents have raised capital during the period.

The consensus outlook is that current conditions will continue for some time, with low commodity prices putting pressure on many existing operations and fewer major construction projects in the pipeline. However, there have been some positives arising out of the turmoil, as companies have responded to the challenge with ingenuity and innovation. This has taken many forms, including improved operating efficiencies and a more collaborative approach to contracting. In our Quarterly Focus, we review some recent examples of contractors and their clients sharing project risk and reward.

Ultimately, we believe companies will emerge from the cycle leaner, more efficient and with an enhanced customer focus.

Editorial Team

Gresham Advisory Partners Ltd is a leading Australian mergers and acquisitions/corporate advisory business and one of Australia’s largest and highest ranking independent corporate advisors.

Edition 13

August 2015

(1) The Gresham Mining Services Index is a market capitalisation weighted index comprising 50 mining services companies selected by Gresham at the date of this report.

Brad Hancock

bhancock@gresham.com.au

Tom Waddell

twaddell@gresham.com.au

2

Share Price Movements

GRESHAM MINING SERVICES INDEX CONSTITUENTS (MAR 15 – JUN 15)

LEADERS & LAGGERS (SHARE PRICE) (MAR 15 – JUN 15)

PERFORMANCE OVER TIME

PERFORMANCE RELATIVE TO S&P 200 INDICES (MAR 15 – JUN 15)

Source: FactSet, IRESS.

2

Leaders Laggers Ranks

Jun Mar 30 Jun 15 31 Mar 15

1 1 CIMIC Group Ltd. (ASX:CIM) 7,362 7,159 3%

2 2 WorleyParsons Ltd. (ASX:WOR) 2,544 2,334 9%

3 3 ALS Ltd. (ASX:ALQ) 2,382 2,020 18%

4 4 Downer EDI Ltd. (ASX:DOW) 2,068 1,934 7%

5 5 Mineral Resources Ltd. (ASX:MIN) 1,238 1,264 -2%

6 6 Monadelphous Group Ltd. (ASX:MND) 873 929 -6%

7 7 Transfield Services Ltd. (ASX:TSE) 730 700 4%

8 8 Cardno Ltd. (ASX:CDD) 535 540 -2%

9 9 Tox Free Solutions Ltd. (ASX:TOX) 405 379 7%

10 11 SKILLED Group Ltd. (ASX:SKE) 401 296 35%

11 15 UGL Ltd. (ASX:UGL) 353 242 46%

12 12 Programmed Maintenance Services Ltd. (ASX:PRG) 342 287 19%

13 10 Bradken Ltd. (ASX:BKN) 245 316 -22%

14 13 RCR Tomlinson Ltd. (ASX:RCR) 239 277 -14%

15 14 MMA Offshore Ltd. (ASX:MRM) 199 243 -19%

16 16 Decmil Group Ltd. (ASX:DCG) 194 214 -9%

17 17 MACA Ltd. (ASX:MLD) 176 204 -14%

18 20 Sedgman Ltd. (ASX:SDM) 156 154 1%

19 19 Pacific Energy Ltd. (ASX:PEA) 153 166 -8%

20 21 GR Engineering Services Ltd. (ASX:GNG) 135 134 1%

21 23 Ausdrill Ltd. (ASX:ASL) 122 86 42%

22 31 AJ Lucas Group Ltd. (ASX:AJL) 104 63 66%

23 18 Boart Longyear Ltd. (ASX:BLY) 102 186 -45%

24 22 RungePincockMinarco Ltd. (ASX:RUL) 99 99 -

25 24 Fleetwood Corp. Ltd. (ASX:FWD) 84 85 -2%

26 32 Macmahon Holdings Ltd. (ASX:MAH) 83 62 35%

27 28 Neptune Marine Services Ltd. (ASX:NMS) 80 67 19%

28 26 Imdex Ltd. (ASX:IMD) 65 78 -17%

29 33 Boom Logistics Ltd. (ASX:BOL) 57 62 -8%

30 25 Calibre Group Ltd. (ASX:CGH) 53 85 -36%

31 35 NRW Holdings Ltd. (ASX:NWH) 52 56 -8%

32 34 Lycopodium Ltd. (ASX:LYL) 51 56 -9%

33 27 Emeco Holdings Ltd. (ASX:EHL) 49 72 -33%

34 37 Southern Cross Electrical Engineering Ltd. (ASX:SXE) 47 54 -12%

35 40 LogiCamms Ltd. (ASX:LCM) 47 49 -3%

36 29 Austin Engineering Ltd. (ASX:ANG) 44 65 -32%

37 39 Brierty Ltd. (ASX:BYL) 44 51 -14%

38 30 Matrix Composites & Engineering Ltd. (ASX:MCE) 43 65 -33%

39 38 Alliance Aviation Services Ltd. (ASX:AQZ) 43 53 -19%

40 44 Ausenco Ltd. (ASX:AAX) 42 38 11%

41 41 Coffey International Ltd. (ASX:COF) 36 46 -22%

42 49 Nomad Building Solutions Ltd. (ASX:NOD) 31 16 23%

43 45 Swick Mining Services Ltd. (ASX:SWK) 29 36 -18%

44 42 PPK Group Ltd. (ASX:PPK) 29 40 -27%

45 36 McAleese Ltd. (ASX:MCS) 28 55 -49%

46 46 XRF Scientific Ltd. (ASX:XRF) 27 29 -7%

47 43 VDM Group Ltd. (ASX:VMG) 24 39 -38%

48 - LWP Technologies Ltd. (ASX:CKK) 24 3 120%

49 50 WDS Ltd. (ASX:WDS) 19 14 35%

50 48 OTOC Ltd. (ASX:OTC) 19 21 -10%

Market Cap (A$m) Share

price chg

%

Company 120%

66%

46% 42%35%

-33% -36% -38%-45% -49%

LWP

AJ

Luca

s

UG

L

Au

sdri

ll

Skill

ed

Mat

rix

Cal

ibre

VD

M

Bo

art

Lon

gyea

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McA

lees

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-7%-7%

4%1%

-2%-3%-4%-4%-5%-5%-6%-7%-10%-10%-10%

All

Ord

inar

ies

S&P/

ASX

200

Gre

sham

Min

ing

Serv

ice

s

Ener

gy

Telc

o S

ervi

ces

Ind

ust

rial

s

Uti

litie

s

A-R

EIT

Res

our

ces

Mat

eri

alsIT

Hea

lth

Car

e

Co

ns. D

isc.

Co

ns. S

tapl

es

Fin

anci

al-x

-A-R

EIT

20

40

60

80

100

120

140

Jun11 Dec11 Jun12 Dec12 Jun13 Dec13 Jun14 Dec14 Jun15

Gresham Mining Services Index (GMSI)

S&P/ASX 200

S&P/ASX 200 Resources

GMSI (excl. top 5)

3 Notes: (1) Only companies with consensus earnings forecasts are included in charts; (2) Share prices are as at 30 June 2015; (3) Earnings multiples are not calendarised; (4) Companies exhibiting negative multiples have been excluded from the above analysis. Source: FactSet.

Valuation Multiples

PE ratios across the sector improved during the second half of FY15. The FY16 sector median PE multiple of 9.5x sits broadly in line with the long term average PE multiple of 9.4x.

1 YEAR FORWARD PRICE EARNINGS RATIO OVER TIME

PRICE EARNINGS RATIO (FY16F)

3

Large Cap (>$1bn) Mid Cap (between $200m and $1bn) Small Cap (<$200m)

DIVIDEND YIELD (FY16F)

-

2x

4x

6x

8x

10x

12x

14x

16x

18x

20x

MA

H

MIN

RU

L

ALQ

TOX

CIM

MCE

WO

R

AA

X

SXE

CD

D

FWD

PEA

PR

G

SKE

DO

W

MN

D

IMD

TSE

SDM

BK

N

UG

L

CO

F

GN

G

NW

H

DC

G

MLD

LCM

AN

G

RC

R

MR

M

ASL

MCS

CG

H

AQ

Z

Median: 9.5x

1-yr fwd median as at: Mar 14: 10.4x (FY14) Jun 14: 8.9x (FY15) Sep 14: 10.8x (FY15) Dec 14: 8.8x (FY15) Mar 15: 9.1x (FY15)

0%

2%

4%

6%

8%

10%

12%

14%

CG

H

MLD

DC

G

GN

G

SDM

NW

H

MR

M

LCM

MN

D

SXE

PRG

SKE

ASL

PEA

CD

D

RC

R

MC

E

WO

R

TSE

DO

W

CIM

ALQ

MIN

TOX

RU

L

IMD

FWD

UG

L

Median: 6.0%

1-yr fwd median as at: Jun 14: 6.0% (FY15) Sep 14: 5.0% (FY15) Dec 14: 5.3% (FY15) Mar 15: 5.8% (FY15)

2x

4x

6x

8x

10x

12x

14x

16x

18x

Jun 08 Dec 08 Jun 09 Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 Dec 13 Jun 14 Dec 14 Jun 15

Gresham Mining Services PER

All Ordinaries Index PER

Gresham Mining Services Average

Gresham Mining Services Average: 9.4x

4

-

1x

2x

3x

4x

5x

6x

7x

8x

9x

10x

ALQ

CD

D

SKE

WO

R

RU

L

TOX

CIM

BO

L

MIN

AA

X

PR

G

EHL

AN

G

PEA TS

E

BK

N

MN

D

UG

L

FWD

DO

W

CO

F

IMD

ASL

MC

S

GN

G

MR

M

RC

R

DC

G

AQ

Z

MA

H

LCM

SDM

MLD SX

E

MC

E

CG

H

NW

H

Median: 4.2x

v

Notes: (1) Only companies with consensus earnings forecasts are included in charts; (2) Share prices are as at 30 June 2015; (3) Earnings multiples are not calendarised; (4) Enterprise Value is based on market capitalisation plus minority interests and last reported net debt adjusted for capital raisings and acquisitions. (5) Companies exhibiting negative multiples have been excluded from the above analysis. Source: FactSet.

Valuation Multiples

Median FY16 EBIT and EBITDA multiples for the sector are currently 7.5x and 4.2x respectively, with larger companies generally trading at higher multiples. Roughly half of the GMSI constituents continue to trade below reported NTA.

EV/EBIT (FY16F)

EV/EBITDA (FY16F)

4

Large Cap (>$1bn) Mid Cap (between $200m and $1bn) Small Cap (<$200m)

PRICE/NTA

-

2x

4x

6x

8x

10x

12x

14x

BO

L

MA

H

MIN

ALQ

AA

X

MC

S

TOX

CD

D

FWD

RU

L

CIM SK

E

WO

R

BK

N

AN

G

TSE

MR

…

IMD

ASL

DO

W

PEA

PRG

CO

F

UG

L

MN

D

AQ

Z

MCE

RC

R

GN

G

SXE

DC

G

NW

H

MLD

SDM

LCM

CG

H

Median: 7.5x

v 1-yr fwd median as at: Dec 13: 8.5x (FY14) Mar 14: 8.0x (FY14) Jun 14: 7.1x (FY15) Sep 14: 8.1x (FY15) Dec 14: 6.8x (FY15) Mar 15: 6.7x (FY15)

0%

100%

200%

300%

400%

CD

D

CKK

NO

D

TOX

TSE

GN

G

RU

L

UG

L

VM

G

MN

D

RC

R

CIM

DO

W

PRG

XR

F

LCM

PEA

OTC

CO

F

MIN

SDM AJL

NM

S

AA

X

PPK

LYL

DC

G

BK

N

BYL

MLD

AN

G

FWD

SXE

IMD

AQ

Z

MC

E

SWK

MA

H

BO

L

MR

M

WD

S

NW

H

ASL

EHL

MC

S

Median: 114%

Companies trading at a discount to NTA

1-yr fwd median as at: Dec 13: 5.0x (FY14) Mar 14: 5.0x (FY14) Jun 14: 4.2x (FY15) Sep 14: 4.8x (FY15) Dec 14: 4.4x (FY15) Mar 15: 4.4x (FY15)

5

Profitability and Financial Position

Median GMSI revenue is forecast to retreat slightly over the next two years. Macmahon is expected to be hardest hit, driven by the loss of the mining services contract at Christmas Creek. The continued fall in earnings and share market valuations is starting to be reflected in higher gearing levels, with the median net debt / enterprise value increasing from 14% to 23% over the last 6 months.

5

FORECAST REVENUE GROWTH (FY15-17F CAGR)

EBITDA MARGINS (FY16F)

MEDIAN EBITDA MARGINS OVER TIME

Large Cap (>$1bn) Mid Cap (between $200m and $1bn) Small Cap (<$200m)

Notes: (1) Only companies with consensus earnings forecasts are included in charts. Source: FactSet.

NET DEBT / ENTERPRISE VALUE

-20%

-15%

-10%

-5%

0%

5%

10%

15%

20%

EHL

IMD

RU

L

TOX

FWD

RC

R

AA

X

DO

W

ASL

ALQ

SDM

PR

G

CD

D

AQ

Z

CO

F

TSE

UG

L

BK

N

CIM

MIN

CG

H

BO

L

LCM

MC

S

WO

R

SKE

SXE

MC

E

DC

G

MN

D

MLD

MR

M

NW

H

MA

H

Median: -1%

0%

10%

20%

30%

40%

PE

A

MR

M

EHL

AQ

Z

ALQ

MLD

TOX

ASL

MIN

BK

N

RU

L

MC

E

MA

H

NW

H

IMD

BO

L

AN

G

GN

G

MC

S

FWD

MN

D

DC

G

CIM

SDM

LCM

WO

R

CD

D

DO

W

TSE

RC

R

CG

H

SKE

SXE

CO

F

AA

X

PR

G

UG

L

Median: 10%

8.0%

9.0%

10.0%

11.0%

12.0%

13.0%

14.0%

15.0%

16.0%

FY08A FY09A FY10A FY11A FY12A FY13A FY14A FY15F FY16F

-100%

-50%

0%

50%

100%

BLY

EHL

MC

S

ASL

AQ

Z

AN

G

BK

N

CO

F

MR

M

BO

L

AA

X

TSE

FWD

WD

S

SKE

SWK

PP

K

CD

D

BY

L

NW

H

IMD

MA

H

AJL

ALQ

WO

R

OTC

TOX

PE

A

UG

L

CIM

DO

W

RC

R

PR

G

CK

K

MLD

MIN

NO

D

CG

H

XR

F

RU

L

MN

D

NM

S

DC

G

GN

G

MC

E

VM

G

LCM

SDM

SXE

LYL

Median: 23%

6

Contract Awards and Earnings Updates

6

MAJOR CONTRACT AWARDS

Major contract awards were limited during the second half of FY15, with most contracts at the lower end of the scale in terms of quantum. Downer’s expanded contract to provide open pit mining services at FMG’s Christmas Creek mine represented the period’s most significant win, whilst Ausdrill and NRW also announced sizeable deals.

A number of sector players issued earnings downgrades during the period, with the slowdown in the mining sector a prevalent theme.

Source: Company announcements.

Date

Announced Company Client Project/Facility Location Services Value (A$m) Commodity

24 Jun 15 MMA Offshore Chevron North West assets WA Supply and logistics 100m Oil & Gas

9 Jun 15 WDS Arrow Energy Daandine project QLD Installation and commission 32.9m Oil & Gas

5 Jun 15 Downer BHP Blackwater coal mine QLD Mining services 100m Coal

5 Jun 15 GR Engineering Sirius Nova mine WA EPC 114m Nickel

4 Jun 15 Sedgman QCoal Sonoma mine QLD Mining services 70m Coal

4 Jun 15 Sedgman Gold Fields Agnew gold mine WA Crushing and screening 23m Gold

4 May 15 Downer Glencore CSA Mine NSW Underground mining 70m Copper

30 Apr 15 Sedgman Twin Pines New Jersey facility USA Plant construction 12.4m Mineral Sands

28 Apr 15 Ausdrill Peabody Australian mines AUS Mining equipment Undisclosed Coal

21 Apr 15 Ausdrill Perseus Edikan gold mine Ghana Mining services 223m USD Gold

10 Apr 15 Worley Ophir Energy Equatorial Guinea

FLNG Equatorial

Guinea Engineering and project

management Undisclosed Oil & Gas

25 Mar 15 UGL Santos GLNG project QLD Plant services 120m Oil & Gas

12 Mar 15 Decmil Roy Hill Holdings Roy Hill project WA Structural, mechanical and

underground services 40m Iron Ore

4 Mar 15 Sedgman Twin Pines New Jersey facility USA Plant construction 18.5m Mineral Sands

27 Feb 15 NRW Middlemount Coal Middlemount Coal QLD Mining services 330m Coal

23 Feb 15 Downer FMG Christmas Creek WA Open pit mining services 720m Iron Ore

23 Jan 15 Worley Major exploration and production company in

Canada n/a Canada

Fabrication and construction of oil sands mining project

CAD 135m

Oil & Gas

21 Jan 15 Mastermyne Anglo American QLD assets QLD Underground development

services contract 60m Coal

5 Jan 15 Decmil QGC QCLNG QLD Wellsite installation services 65m Oil & Gas

EARNINGS REVISIONS – POST FY14 RESULTS

Date Company Update Reasons

17 Jun 15 WDS FY15 net loss forecast of $14-$15m, previous $11-13m Slower than expected ramp up of a short term contract

1 Jun 15 UGL FY15 Revenue and EBIT downgraded to $3.1b and $75m One-off charges and write-downs

28 May 15 Lycopodium Forecast FY15 operating loss in the order of $1-2m Prevailing market factors and operating conditions

20 May 15 Cardno FY15 NPAT downgraded to the range of $16.5m-$19.5m Underperformance of US business, mining slowdown

4 May 15 Worley H2 FY15 earnings ~50% of H1 FY15 Weakness in commodity prices, abnormal charges

4 May 15 MMA Offshore H2 FY15 earnings significantly lower than H1 FY15 Low oil prices

13 Apr 15 Maca FY15 revenue downgraded from $620m to $600m Suspension of operations at Atlas Iron’s Abydos mine

20 Feb 15 Macmahon Annual revenue downgraded to $600-$700m Loss of FMG Christmas Creek mining services contract

23 Jan 15 Maca FY15 revenue downgraded from ~$650m to $620m Mothball of Arrium’s South Australian operations

7

Quarterly Focus: Contract Innovation

7

The last year has seen many contractors adopting a more collaborative approach to partnering with clients, with greater mutual transparency and sharing of project risks and rewards.

This trend has been driven by a combination of factors, including:

• Commodity Price Volatility – Low prices are impacting mine viability across most commodities. Open book contract arrangements that support the ongoing operation of mines during periods of low commodity prices can benefit both mine owners and service providers.

• Funding Challenges – Contractors can be an alternative source of funding where access to traditional capital markets is limited. This can involve assisting in the development of new projects or supporting existing customers, and can take the form of cash subscriptions or equity in exchange for services.

• Competition – With service providers bidding for a diminished pool of work, demonstrating flexibility, commitment to the project and a willingness to align interests can provide a competitive edge.

• Potential for Enhanced Returns – equity investments or other forms of risk/reward sharing provide service firms with upside if they deliver on client objectives and as market conditions improve.

The most high profile example has been the agreement between Atlas and its major contractors involving equity investment and charges linked to the iron ore price. There have also been a number other examples ranging from providers of early stage studies to contract miners.

Source: Company announcements.

NOVEL CONTRACT ARRANGEMENTS

Date Company Client Description

Jul 15 Sedgman MOD Resources

• Sedgman agreed to provide up to US$1.5m in pre-feasibility and definitive feasibility study services at MOD's Mahumo Joint venture to earn up to 10% in the JV as well as certain rights to design, construct and operate a processing plant at the JV.

May 15 McAleese, Maca, Qube, BGC

Atlas Iron • McAleese, Maca and Qube entered into a 2 year Contractor Collaboration Agreement with Atlas which involved: – Charges based on the price received by Atlas for its ore; and – Payment to the contractors of 25% of any positive net operating cashflow from the Abydos

and Wodgina mines. • The contractors also subscribed for Atlas shares as part of its $86m equity raising. • BGC also separately agreed to revised mining agreements in relation to the Mt Webber mine,

including targeted cost savings, and compensation for certain costs in Atlas shares.

Apr 15 Maca, GR Engineering

Cassini Resources

• Maca and GR contributed $2m and $1.4m respectively to a $6.5m placement by Cassini to fund project studies at its Nebo-Babel asset.

• Maca has been appointed preferred mining and civil works contractor and GR has been appointed preferred contractor for study work and processing plant construction.

Apr 15 PYBAR Unity Mining

• PYBAR agreed to perform up to $5m of exploration drilling over ~18 months with a view to recommencing sustainable production, in return for a 50% interest in Unity's Henty Gold asset.

Sep 14 African Underground Mining Services (AUMS)

Roxgold • AUMS was awarded a 4 year underground mining contract at Roxgold's Yaramoko Gold Project. • In connection with the agreement AUMS agreed to subscribe for US$5m of Roxgold common

shares at commencement of the contract and Roxgold has the option to settle up to US$10m in payments to AUMS in the form of Roxgold common shares.

Jan 14 Ausdrill Azumah Resources

• Azumah entered into an alliance with Ausdrill and its African subsidiary, AMS, involving: – Ausdrill investing $2m in a 2-year unsecured converting note to help fund feasibility studies at

the Wa Gold Project in Ghana; and – AMS being appointed Azumah’s preferred contractor for mining services.

8

Corporate Activity

8

There has been limited M&A activity during the second half of FY15, with only 8 deals announced, down on both the volume and value of deals announced in Q2 FY15. The proposed merger of Skilled and Programmed, following a period of negotiation, was the period’s most significant transaction. Bradken also received a merger proposal from Chilean conglomerate Sigdo Koppers and Champ.

The period also saw very little ECM activity, with new GMSI entrant LWP Technology raising equity to fund commercialisation of its product.

Date Announced

Status Target Business Target

HQ Seller Acquirer

Value1 (A$m) Forum

Interest (%)

Cons.

29 Jun 15 Completed Savannah Engineers

Maintenance, shutdown and project services

WA n/a Ahrens Group n/a Private 100 Cash

26 Jun 15 Proposal

announced Bradken

Engineering equipment manufacture

NSW n/a Sigdo Koppers &

Champ n/a Public 100 Merger

25 Jun 15 Completed Macmahon (Mongolian business)

Mining services WA MacMahon Unknown US$65 Private 100 Cash

24 Jun 15 Proposal

announced Skilled Labour hire VIC n/a Programmed 459 Public 100

Cash and scrip

19 May 15 Completed Force Equipment Mining services WA Greg Bond and Barry Stewart

Bankstown Group

150 Private 100 Cash

21 Apr 15 Completed Dare Holdings Oil & Gas recruitment WA C&B Hicks Nominees

Adcorp 30 Private 100 Cash

8 Mar 15 Terminated Emeco Mining equipment rental

provider WA n/a Orionstone n/a Public 100 Scrip

13 Mar 15 Terminated Rentco Road haulage, truck and

trailer rental WA n/a Emeco 53 Private 100

Cash and scrip

MERGERS & ACQUISITIONS

CAPITAL RAISINGS

Date Announced

Status Company Type Amount Raised

(A$m) Discount to

Last Price (%) Purpose Underwritten

1 Jul 15 Completed Bradken Placement2 70 n/a Pay down debt and increase

operating flexibility No

27 May 15 Completed LWP Technology Placement 1.24 47 -73% Business development No

6 Mar 15 Completed LWP Technology Placement + SPP 0.4 20% Business development No

Notes: (1) Includes consideration subject to earn outs and working capital adjustments (2) Issue of Redeemable Convertible Preference Shares. Source: Mergermarket, company announcements.

ACTIVE SHARE BUYBACKS

Date Announced Company Type Size Purpose

19 Feb 15 Calibre On-market Up to 7m shares Capital management/employee share plan

19 Feb 15 Matrix On-market Up to 9.4m shares Capital management

17 Dec 14 SCEE On-market Up to 10% of share capital Capital management

5 Dec 14 RCR On-market Up to 2m shares Capital management

4 Dec 14 Decmil On-market Up to 10% of share capital Capital management

28 Aug 14 LogiCamms On-market Up to $2m by value Capital management

9 Note: (1) Excludes alternate appointments; (2) Internal appointment. Source: Company announcements.

Executive Movements

EXECUTIVE & DIRECTOR APPOINTMENTS1

Date Announced Company Name Role Date Effective

26 Jun 15 Worley Jagieet Bindra Non Executive Director 1 Jul 15

23 Jun 15 AJ Lucas Marcin Swierkowski2 Company Secretary 23 Jun 15

23 Jun 15 AJ Lucas John O’Neill Independent Non Executive Director 23 Jun 15

5 Jun 15 SCEE Karl Paganin Independent Non Executive Director 4 Jun 15

29 May 15 Mineral Resources James McClements Independent Non Executive Director 29 May 15

29 May 15 LWP Technology Sean Corbin Non Executive Director 29 May 15

28 May 15 Alliance Aviation Lee Schofield2 Chief Executive Officer/Director 28 May 15

26 May 15 Logicamms Richard Robinson Non Executive Director 26 May 15

7 May 15 SCEE Simon Buchhorn Non Executive Director 6 May 15

4 May 15 Nomad Building Wayne Bloomer Director 4 May 15

30 Apr 15 PPK Group Peter Barker2 Chief Executive Officer 30 Apr 15

30 Apr 15 PPK Group Jason Beddow2 Chief Financial Officer 30 Apr 15

30 Apr 15 PPK Group Dale McNamara Executive Director 29 Apr 15

17 Apr 15 Nomad Building Pat McMahon Chief Financial Officer 17 Apr 15

17 Apr 15 Nomad Building Peter Constable2 Non Executive Chairman 20 Apr 15

15 Apr 15 UGL John Cooper Non Executive Director 15 Apr 15

1 Apr 15 Austin Engineering Charlie Sartain Non Executive Director 1 Apr 15

1 Apr 15 Matrix Michael Kirkpatrick Legal Counsel/Joint Company Secretary 1 Apr 15

31 Mar 15 SCEE Chris Douglass Executive Director 30 Mar 15

26 Mar 15 Neptune Ian Hobson Company Secretary 26 Mar 15

12 Mar 15 LWP Technology Ross Henden Non Executive Director 6 Mar 15

12 Mar 15 LWP Technology Eugene Loy Independent Non Executive Director 6 Mar 15

2 Mar 15 Logicamms Steve Banning2 Managing Director 2 Mar 15

27 Feb 15 WDS Garry Gill Company Secretary 27 Feb 15

26 Feb 15 Sedgman Philippe Etienne Non Executive Director 26 Feb 15

26 Feb 15 Sedgman Bart Vogel Non Executive Director 26 Feb 15

26 Feb 15 Mastermyne Colin Bloomfield2 Chairman 26 Feb 15

26 Feb 15 Mastermyne Darren Hamblin2 Non Executive Director 26 Feb 15

26 Feb 15 Mastermyne Chris Kneipp Company Secretary 26 Feb 15

24 Feb 15 Ausdrill Mark Hine Non Executive Director 24 Feb 15

23 Feb 15 Boart Longyear Marcus Randolph Chairman 25 Feb 15

23 Feb 15 Boart Longyear Brett Clayton Non Executive Director 25 Feb 15

2 Feb 15 ALS Ltd Chris Sartain Non Executive Director 1 Feb 15

29 Jan 15 VDM Group Luk Hiuming2 Non Executive Chairman 29 Jan 15

22 Jan 15 Macmahon Jim Walker2 Chief Executive Officer 22 Jan 15

20 Jan 15 Swick Mining Jitu Bhudia Chief Financial Officer 8 Apr 15

12 Jan 15 Cardno Graham Yerbury2 Acting Chief Executive Officer 12 Jan 15

9

10 Source: Company announcements.

Executive Movements

EXECUTIVE & DIRECTOR RESIGNATIONS / RETIREMENTS

Date Announced Company Name Role Date Effective

25 Jun 15 Boart Longyear Bruce Brook Director 30 Jun 15

25 Jun 15 Boom Logistics Fiona Bennett Non Executive Director 25 Jun 15

23 Jun 15 AJ Lucas Nicholas Swan Company Secretary 23 Jun 15

26 May 15 LWP Technology Eugene Loy Independent Non Executive Director 26 May 15

7 May 15 SCEE John Cooper Director 7 May 15

7 May 15 SCEE Jack Hamilton Director 7 May 15

7 May 15 SCEE Peter Forbes Director 7 May 15

17 Apr 15 Nomad Building David Franklin Non-Executive Chairman 20 Apr 15

26 Mar 15 Neptune John Louden Company Secretary 26 Mar 15

16 Mar 15 Imdex Magnus Lemmel Non Executive Director 16 Mar 15

12 Mar 15 LWP Technology Bernard Kelly Non Executive Director 6 Mar 15

12 Mar 15 LWP Technology Trevor Beazley Non Executive Director 6 Mar 15

12 Mar 15 LWP Technology Winton Willesee Company Secretary 6 Mar 15

2 Mar 15 Logicamms Matthew Adamo Managing Director 2 Mar 15

27 Feb 15 WDS Anne Hayes Company Secretary 27 Feb 15

27 Feb 15 WDS Mark Langan Company Secretary 27 Feb 15

26 Feb 15 Mastermyne Darren Hamblin2 Chairman 26 Feb 15

26 Feb 15 Mastermyne Colin Bloomfield2 Non Executive Director 26 Feb 15

26 Feb 15 Mastermyne Bill Lyne Company Secretary 26 Feb 15

23 Feb 15 Boart Longyear Barbara Jeremiah Chairman 25 Feb 15

23 Feb 15 Boart Longyear Roy Franklin Non Executive Director 25 Feb 15

16 Feb 15 Resource Equipment Tony Rider Executive Director 16 Feb 15

29 Jan 15 Sothern Cross Electrical Simon High Managing Director On replacement

23 Jan 15 Resource Equipment Peter Hutchinson Non Executive Director 23 Jan 15

23 Jan 15 Resource Equipment Keith Lucas Non Executive Director 23 Jan 15

22 Jan 15 Macmahon Ross Carroll Chief Executive Officer 22 Jan 15

12 Jan 15 Cardno Michael Renshaw Chief Executive Officer 12 Jan 15

9

11

Gresham’s Credentials

LANDMARK MERGERS & ACQUISITIONS

TAKEOVER DEFENCE

STRATEGIC ADVISORY, JOINT VENTURES AND CAPITAL MARKETS

Advised Magma Metals in

relation to the unsolicited

takeover offer from Panoramic

Resources

Advised Foster’s

in relation to unsolicited acquisition

proposal from SABMiller

Advised Clough

in relation to acquisition by

Murray & Roberts

Advised Little

World Beverages on its acquisition

by Lion

Advised BHP Billiton on its proposed iron ore production joint venture with Rio Tinto

Introduced

Denham Capital to Trans Tasman

Resources resulting in NZ

iron sands investment

Advised BHP Billiton on the disposal of the Yabulu Nickel

refinery

Advised

Bannerman Resources on its

financing with Resource Capital

Funds

Advised Iluka on its institutional placement and

accelerated rights issue

Advised Boral on its joint venture

with USG Corporation

AWARDS & ACCOLADES

2011 M&A Deal of the Year

SABMiller’s

acquisition of Foster’s Group

2009 Most

Innovative Deal

Babcock & Brown

Infrastructure’s recapitalisation

Secondary Market Equity Raising of

the Year

Wesfarmers’ $2.6bn equity

raising

2007 Best M&A

Deal

Wesfarmers’ acquisition of

Coles

Best M&A Deal

in Australia

Wesfarmers’ acquisition of

Coles

Advised Foster’s on the demerger

of its wine business

2011

Joint lead adviser to Japan Post on the acquisition of

Toll Holdings

2015

2012 2011

Advised David

Jones in relation to acquisition by

Woolworths

2014

Advised LinQ Capital on its acquisition by IMC Resources

Holdings

2013 2012

2010 2010 2009 2008 2009/08 2013

2013

Advised Platinum Equity in relation to the acquisition of a 70% stake in

the Sensis directories

business from Telstra

2014

Advised Wesfarmers on the sale of its

underwriting and insurance broking

businesses

2014

Advised Bank of Queensland on

the acquisition of loan portfolio from Investec

2014

Excellence in Corporate

Advisory - 2012

Boutique / Independent

Lead

Independent financial adviser to the Board of BHP Billiton on

the demerger of South32

2015

12

Contact Details

Gresham Advisory Partners Limited ABN 88 093 611 413

Level 17, 167 Macquarie Street

Sydney NSW 2000

Telephone: +61 2 9221 5133

Facsimile: +61 2 9221 6814

Level 39, 120 Collins Street

Melbourne VIC 2000

Telephone: +61 3 9664 0300

Facsimile: +61 3 9650 7722

Level 3, 28 The Esplanade

Perth WA 6000

Telephone: +61 8 9486 7077

Facsimile: +61 8 9486 7024

www.gresham.com.au

Michael Lishman Managing Director, Perth E: mlishman@gresham.com.au T: +61 8 9213 0289

Terms and Conditions Information contained in this publication The opinions, advice, recommendations and other information contained in this publication, whether express or implied, are published or made by Gresham Advisory Partners Limited (ABN 88 093 611 413), Australian financial services license (247113), and by its officers and employees (collectively “Gresham Advisory Partners”) in good faith in relation to the facts known to it at the time of preparation. Gresham Advisory Partners has prepared this publication without consideration of the investment objectives, financial situation or particular needs of any individual investor, and you should not rely on the publication for the purpose of making a financial decision. To whom this information is provided This publication is only made available to persons who are wholesale clients within the meaning of section 761G of the Corporations Act 2001. This publication is supplied on the condition that it is not passed on to any person who is a retail client within the meaning of section 761G of the Corporations Act 2001. Disclaimer and limitation of liability To the maximum extent permitted by law, Gresham Advisory Partners will not be liable in any way for any loss or damage suffered by you through use or reliance on this information. Gresham Advisory Partners’ liability for negligence, breach of contract or contravention of any law, which cannot be lawfully excluded, is limited, at Gresham Advisory Partners’ option and to the maximum extent permitted by law, to resupplying this information or any part of it to you, or to paying for the resupply of this information or any part of it to you. No warranties made as to content Gresham Advisory Partners makes no warranty, express or implied, concerning this publication. The publication provided by us on an “AS IS” basis at your sole risk. Gresham Advisory Partners expressly disclaims, to the maximum extent permitted by law, any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the publication with respect to its correctness, quality, accuracy, completeness, or reliability. Copyright Copyright in this publication is owned by Gresham Advisory Partners. You may use the information in this publication for your own personal use, but you must not (without Gresham Advisory Partners’ consent) alter, reproduce or distribute any part of this publication, transmit it to any other person or incorporate the information into any other document. General matters These Terms and Conditions are governed by the law in force in the State of Victoria, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and courts of appeal from them for determining any disputes concerning the Terms and Conditions. If the whole or any part of a provision of these Terms and Conditions are void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of the Terms and Conditions have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy. If Gresham Advisory Partners do not act in relation to a breach by you of these Terms and Conditions, this does not waive Gresham Advisory Partners’ right to act with respect to subsequent or similar breaches.

Chris Branston Executive Director, Perth E: cbranston@gresham.com.au T: +61 8 9213 0290

Matt Keenan Managing Director, Melbourne E: mkeenan@gresham.com.au T: +61 3 9664 0353

Charlie Graham Managing Director, Sydney E: cgraham@gresham.com.au T: +61 2 9224 0247

Michail Lagogiannis Executive Director, Melbourne E: mlagogiannis@gresham.com.au T: +61 3 9664 0375

Neville Spry Managing Director, Sydney E: nspry@gresham.com.au T: +61 2 9224 0237