Programmed Maintenance Services : Issue of Scheme Booklet

ASX Release

31 August 2017

47 Burswood Road

Burswood WA 6100

T (08) 9216 2100

F (08) 9216 2186

www.programmed.com.au

Programmed Maintenance Services Ltd

ACN 054 742 264

Programmed Maintenance Services Limited (Programmed) (ASX:PRG) refers to its announcement yesterday about the proposed acquisition of Programmed by PERSOL HOLDINGS CO., LTD (PERSOL) by way of scheme of arrangement between Programmed and Programmed shareholders (Scheme), and the Federal Court's orders approving the convening of a meeting of Programmed shareholders to consider and vote on the Scheme (Scheme Meeting).

Programmed is pleased to confirm that the Australian Securities & Investments Commission has now registered the notice of Scheme Meeting and explanatory statement to be provided to Programmed shareholders in relation to the Scheme (together, the Scheme Booklet). Attached to this announcement is a copy of the Scheme Booklet, including the Independent Expert's Report from Lonergan Edwards & Associates Limited, which concludes that the Scheme is fair and reasonable and in the best interests of Programmed shareholders, in the absence of a superior proposal.

Programmed is also pleased to announce that the Australian Government's Foreign Investment Review Board (FIRB) has confirmed to PERSOL that the Treasurer has no objection to PERSOL's proposed acquisition (through its wholly owned subsidiary, Autalent Solutions Pty Ltd) of 100% of the issued shares of Programmed under the Scheme. As initially announced by Programmed on 14 July 2017 and set out in the Scheme Booklet attached to this announcement, FIRB approval was a condition to the Scheme.

That condition has now been satisfied. Accordingly, references in the Scheme Booklet to receipt of FIRB approval being an outstanding condition to the Scheme can now be disregarded.

Programmed shareholders who have elected to receive communications electronically will receive an email with links to where they can download the Scheme Booklet and lodge their proxy vote online, and other Programmed shareholders will be mailed a printed copy of the Scheme Booklet (dispatch is expected to be completed on or before 5 September 2017).

Programmed encourages you to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Scheme at the Scheme Meeting. The Scheme Meeting will be held at 11.00am (AEDT) on Friday, 6 October 2017 at the Sheraton Melbourne Hotel, 27 Little Collins Street, Melbourne VIC 3000.

If after reading the Scheme Booklet you have any further questions in relation to the Scheme or the Scheme Booklet, please contact the Programmed Shareholder Information Line on 1300 642 192 (within Australia) or +61 3 9415 4137 (outside Australia) Monday to Friday from 8.30am to 5.30pm (AEDT).

About Programmed

Programmed is a leading provider of staffing, maintenance and facility management services. The company employs directly more than 20,000 people across a broad range of government and private sector businesses. Services are provided to more than 10,000 customers, often under long-term contracts, and are delivered through over 100 branches throughout Australia and New Zealand. Programmed's business model is built around its ability to recruit, deploy, manage and maintain a large directly employed workforce of professional, skilled and semi-skilled staff with a wide range of capabilities.

Scheme Booklet

Programmed Maintenance Services Limited ABN 61 054 742 264

Scheme Booklet

A recommended scheme of arrangement in relation to the proposed acquisition of all of your Programmed Shares

by PERSOL HOLDINGS CO., LTD

Your Directors unanimously recommend that you

of the Scheme, in the absence of a Superior Proposal and provided that the Independent Expert continues to conclude that the Scheme is in the best interests of

Programmed Shareholders.

Your Directors intend to VOTE IN FAVOUR of the Scheme in respect of the Programmed Shares over which they have voting control, in the absence of a Superior Proposal and provided that the Independent Expert continues to conclude that the Scheme is in the best interests of Programmed Shareholders.

This is an important document and requires your immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme Resolution required to implement the Scheme. If you are in any doubt about what to do, you should consult your broker, financial adviser or other professional adviser immediately.

If you have any questions about this Scheme Booklet or the Scheme, you should call the Programmed Shareholder Information Line on 1300 642 192 (within Australia) or +61 3 9415 4137 (from outside Australia) on Business Days between 8.30 am and 5.30 pm (Sydney time).

Financial adviser to Programmed:

Legal advisers to Programmed:

Scheme Booklet

Contents

Important dates and expected timetable for the Scheme 3

Letter from the Chairman of Programmed 4

Important Notices 6

1. Considerations relevant to your vote 9

2. Frequently asked questions 13

3. Summary of the Scheme 21

4. How to vote at the Scheme Meeting 24

5. Information relating to Programmed 26

6. Information relating to Bidco and PERSOL 35

7. Risks 40

8. Taxation implications 43

9. Implementation of the Scheme and other aspects

   of the transaction 50

10. Additional information concerning the Scheme 53

11. Glossary 58

Annexure A - Summary of Terms of

Scheme Implementation Deed 64

Annexure B - Deed Poll 69

Annexure C - Scheme of Arrangement 77

Annexure D - Notice of Scheme Meeting 88

Annexure E - Independent Expert's Report 91

Corporate Directory 162

2 Programmed Scheme Booklet