MAYFIELD GROUP HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2008

Jan 24, 2008

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, PLEASE CONSULT AN APPROPRIATE PROFESSIONAL ADVISER

LONGREACH GROUP LIMITED ABN 57 010 597 672

Notice of Extraordinary General Meeting and Explanatory Memorandum

NOTICE OF AN EXTRAORDINARY GENERAL MEETING TO BE HELD AT 2.00PM SYDNEY TIME ON 26 FEBRUARY 2008 .

TO BE VALID, FORMS OF PROXY FOR USE AT THE MEETING MUST BE COMPLETED AND RETURNED

TO THE LONGREACH GROUP LIMITED SHARE REGISTRY, ADVANCED SHARE REGISTRY SERVICES, PO BOX 1156, NEDLANDS WA 6909, by 24 February 2008 at 2 pm .

NOTICE OF EXTRAORDINARY GENERAL MEETING

BUSINESS

LONGREACH GROUP LIMITED

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Notice is given that an Extraordinary General Meeting of the members of the Company will be held at the time and location and to conduct the business as specified below:

Date: 26 February 2008 Time: 2.00 PM Location: AGSM, CBD Campus, Level 6, 1 O’Connell Street, Sydney NSW 2000

The purpose of the meeting is to consider and, if thought fit, pass the following resolutions:

RESOLUTIONS

Sale of the Company's Main Undertaking

Resolution 1 - as an Ordinary Resolution

“That the sale of one of the Company's main undertakings, ServicePoint Australia Pty Limited for $9,000,000.00 to Citadel Group Limited, be approved”.

Resolution 2 – as an Ordinary Resolution

“That the Company provide the Directors with a general authority to sell ServicePoint to any other purchaser on terms no less favourable to the Company than those contained in the offer of Citadel to purchase ServicePoint, until 30 June 2008.”

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of the resolutions by:

• (a) Citadel;

(b) any Associate of Citadel; and (c) any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolutions are passed.

General Exemption

The Company need not disregard a vote on the resolutions if:

• (a) 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

• (b) it is cast by the person chairing the meeting 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.

DETERMINATION OF MEMBERSHIP AND VOTING ENTITLEMENT FOR THE PURPOSE OF THE MEETING

For the purpose of determining a person’s entitlement to vote at the meeting, a person will be recognised as a member and the holder of Shares if that person is registered as a holder of the Shares at 2.00pm Sydney time on 24 February 2008.

PROXIES

Please note that:

• (a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the member.

• (b) Where the member is entitled to cast two (2) or more votes, the member may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (c) If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the votes.

• (d) A proxy need not be a member.

• (e) Any instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filled in shall be deemed to be given in the favour of the chairman of the meeting to which it relates.

• (f) To be effective the instrument appointing a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of the power or authority) must be deposited at

• the Company’s share registry, Advanced Share Registry Services, PO Box 1156, Nedlands WA 6909 or be received by facsimile to the share registry facsimile number (08) 9389 7871 not less than forty eight (48) hours prior to the meeting, that is by 2.00 pm Sydney time on 24 February 2008.

A form of proxy accompanies this Notice.

By Order of the Board

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Company Secretary

Sydney 24 January 2008

LONGREACH GROUP LIMITED

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders in the Company in connection with the proposed sale of the Company’s principal operating subsidiary, ServicePoint. It should be read in conjunction with the accompanying Notice of Meeting, the LongReach 2007 Annual Report and the Company’s announcements to the Australian Securities Exchange.

This Explanatory Memorandum does not take into account the investment objectives or financial circumstances of any particular shareholder. Accordingly, you may wish to seek your own financial, legal or taxation advice before making a decision as to how to vote on any of the resolutions.

Introduction

In May 2007, the Company appointed Grant Thornton to advise on strategic options regarding the future of the Company. As part of that process, LongReach received a cash offer of $9 million from Citadel to buy the shares of its subsidiary, ServicePoint. The directors believe it is in the best interests of shareholders to accept this offer as it is considered to be the best strategic alternative for maximising shareholder value in the Company. Accordingly, on 9 January 2008 the Company entered into an agreement to sell ServicePoint to Citadel, subject to shareholder approval.

Some significant provisions of the sale agreement are:

• a) A cash offer of $9 million to acquire all issued shares of ServicePoint from the Company;

• b) The Company was paid a deposit of $900,000. The balance of the consideration ($8,100,000) will be paid in cash on completion, which is to be within 5 business days of the transaction being approved by the shareholders in the extraordinary general meeting;

• c) $500,000 of the purchase price will be held in escrow for one year from completion;

• d) If the completion accounts show that the net assets of ServicePoint are greater or less than $2.1 million, the consideration will be increased or decreased by the excess or shortfall respectively; and

• e) The Company must not for a period of 12 months from completion of the sale, make any distribution to any shareholder (other than payment of dividends), by way of a return or distribution of capital or otherwise, which will cause the Company to have net assets of less than $3 million.

The Board is mindful that the Company has $5.4 million in convertible notes that are due for redemption on 31 October 2008.

The Company proposes to use the funds received to pay the costs associated with the sale, provide for the redemption of the convertible notes due in 2008, and as working capital for the remaining operations of the Company.

As announced to the ASX on 10 January 2008, notwithstanding the sale of ServicePoint, the Board has decided to raise approximately $1.8 million (net of the expected costs) in new capital by way of a Rights Issue. The Rights Issue is required to provide the necessary working capital to the Company’s operating subsidiaries for the period up to the receipt of the proceeds of the sale of ServicePoint (assuming it will complete in accordance with the terms of the transaction).

The other operating subsidiary within the Company is C4i Pty Ltd and its controlled entities. C4i, which will be the remaining operating business within the Company, is an experienced turnkey systems supplier, integrator and maintainer of missioncritical communications and command and control solutions for military and government customers around the globe. C4i is moving towards profitability this financial year, having sustained a loss in the financial year ending 30 June 2007.

Purpose of the Extraordinary General Meeting

ASX Listing Rule 11.2 requires that the Company obtains approval from shareholders by way of an Ordinary Resolution for the sale of one of the Company’s main undertakings. The purpose of the proposed extraordinary general meeting is to consider and vote on the resolutions associated with that proposed transaction.

At the meeting shareholders will be asked to consider two resolutions.

The first resolution is to approve the sale of ServicePoint to Citadel for $9,000,000.00.

The second resolution is to provide the Directors with the general authority to sell ServicePoint on the same terms (or no less favourable) as the Citadel transaction if the Citadel transaction doesn’t proceed for any reason (for example, if Citadel withdraws from the transaction or if other conditions in the sale agreement are not completed). The authority sought by the second resolution has an expiration date of 30 June 2008.

Directors’ Recommendation

The Directors unanimously recommend that shareholders vote in favour of both resolutions to be put to the meeting provided no better proposal is received prior to the meeting, and intend to vote in favour of the resolutions with respect to their own shareholdings.

The Directors advise that they have no interest in Citadel or in the resolutions to be considered by shareholders other than as a result of their respective shareholdings in the Company. The Directors also recommend that shareholders read this Explanatory Memorandum in its entirety and, if desired, seek their own financial advice prior to voting.

LONGREACH GROUP LIMITED 3

Rationale for the Proposed Sale of ServicePoint

Although ServicePoint has performed well over the past two years, it may need additional capital from time to time to grow its business. The Company is not in a position to provide these funds, and the alternative of having a share issue to provide these funds in addition to repaying $5.4 million of convertible notes by 31 October 2008 is unappealing. Such an issue has the potential to dilute shareholders’ interests.

The Company has undertaken a process of evaluating a range of potential suitors for ServicePoint. As a result of this process, the offer from Citadel was identified as the best opportunity to maximise shareholder value among the available alternatives. Appendix 1 provides a financial update for ServicePoint.

ServicePoint had an exceptional year in 2007, recording earnings before interest and tax (“ EBIT ”) of $2.2million

As Appendix 1 indicates, the ServicePoint budget for the year to 30 June 2008 is to earn EBIT of $1.8 million. For reasons discussed in Appendix 1, however, the Company has underperformed its budget in the first quarter of the current financial year at the EBIT level by $427,000. If the Company achieves its budget for the 9 months to 30 June 2008, the Company will earn a net profit before tax of $1.36 million. Applying a normal tax rate to these earnings would produce a forecast net profit after tax of $1 million. The negotiated price for the proposed disposal of ServicePoint to Citadel, therefore, represents a multiple of 9 times forecast 2008 after tax earnings.

Financial Effect of the Proposed Sale on the Financial Position of the Company

The sale of ServicePoint will generate a pre-tax capital profit of approximately $6.5 million dollars after allowing for transaction costs of approximately $0.4 million. It is anticipated that the net asset backing of the Company after completion and based on the unaudited management accounts as at 30 September 2007 will be approximately $9.5 million as set out in Appendix 2.

Appendix 2 sets out a pro-forma Balance Sheet of the management accounts as at 30 September 2007 adjusted for the proposed sale of ServicePoint to Citadel. The Balance Sheet has not been adjusted for taxation or other period end audit and review adjustments such as a review of the carrying value of non-ServicePoint intangible assets. The pro-forma Balance Sheet as set out in Appendix 2 does not reflect the pro-forma financial impact of the capital being raised through the Rights Issue announced on 10 January 2008.

Consequences if the Sale Does Not Proceed

As noted above, the Company has an obligation to repay $5.4 million in convertible notes on 31 October 2008.

If this transaction does not proceed, it is likely that the Directors will propose a significant share issue, representing a multiple of the current market capitalisation of the Company. Such an issue would have the effect of materially diluting the interests of any non-participating shareholders, and would require an additional capital investment from those shareholders participating.

It is the Directors’ unanimous opinion that shareholder value would be better maximised by selling the business as proposed.

LONGREACH GROUP LIMITED

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Appendix 1

ServicePoint Australia Pty Limited Trading Update

Introduction

ServicePoint is a specialist provider of highly secure and non-secure video conferencing systems and related management services, primarily to the Department of Defence and other Federal and State departments throughout Australia. ServicePoint is based in Canberra, having relocated from Sydney in June 2007. For a more detailed description of the business and the range of services it provides, please refer to the Company’s website: www.servicepoint.com.

ServicePoint’s comparative advantage lies in the secure video conferencing arena where the service is mission critical. ServicePoint has demonstrated over a number of years its ability to deliver in this environment. The current business plan calls for ServicePoint to expand out of its traditional focus and develop product and service offerings for non-secure and non-governmental organisations. This is a more competitive market environment, but it is also a growing one in which ServicePoint has the core technologies needed to compete.

Financial Performance

The table below summarises ServicePoint’s performance over the past three years together with its budget for the year to 30 June 2008.

($’000’s)	2005		2006		2007		2008B (Note*)	2008B (Note*)
Revenues		3,430		6,156		12,523		15,635
Operatingexpenses		3,755		5,296		10,188		13,633
EBITDA		(325)		860		2,335		2,002
Depreciation		117		111		138		200
EBIT		(442)		749		2,197		1,802
Interest expense(income)		37		23		26		11
Net Profit(Loss)Before Tax		(479)		726		2,171		1,791
Less: nominal tax at 30%		(144)		218		651		537
Pro-forma Net Profit(Loss)After Tax		(335)		508		1,520		1,254

Note* - The 2008B represents the ServicePoint budget for 2008. As discussed further in this document, ServicePoint has achieved actual results below that of the budget for the four months ended 31 October 2007.

From 1 July 2007 the Voice Technical Managed Services business unit, previously owned by Allied Group Pty Ltd, was transferred to ServicePoint and is managed as a separate division. This division in not included in the 2008 budget as above and is discussed below.

Commentary on the Results for the Three Years to 30 June 2007 and the Budget for the Year to 30 June 2008

ServicePoint’s revenues and profitability increased sharply in 2006 and 2007. The 2007 results received a boost from revenues and consequently gross profit in the months of May and June, being 83% above budget.

Financial Performance for the Four Months to 31 October 2007

ServicePoint’s financial performance for the four months to 31 October 2007 has not met expectations with the company generating a net profit before tax of only $151,000 compared to a budget of $900,000 for the period. A substantial component of the shortfall is the direct result of budgeted equipment sales not proceeding due to a client-initiated deferral of a major refurbishment program. The balance of the budget shortfall results from delays in implementing the new terms of the VTMS contract (discussed below).

Importantly, the under performance to date is due to a delay rather than a cancellation of a major contract.

ServicePoint has also recently been awarded a $2.6 million contract for delivery during the months of January and February 2008. This is traditionally a quiet time for ServicePoint, so the successful fulfilment of this contract should produce a result better than budget for these two months.

Voice Technical Managed Services Division (“VTMS”)

The VTMS Division is principally engaged in the maintenance, performance and security management of the Department of Defence’s voice network. VTMS, which provides this service as a sub-contractor to Telstra Business Services, employs 22 people around the country on defence bases. This business became a division of ServicePoint on 1 July 2007 having previously been operated by another subsidiary, Allied Group Pty Ltd.

VTMS generated an EBIT of $93,000 in the year to 30 June 2007 on revenues of $2.75 million. The division is budgeting to earn an EBIT of $204,000 in the current financial year on revenues of $2.24million. However, delays in signing a renewal contract between the Government, Telstra and ServicePoint have resulted in the division generating a small net loss for the year to date. This is the result of operating under a letter of intent, which was designed as an interim measure and which is commercially not acceptable to ServicePoint.

Telstra has agreed that once the new contract with the Department of Defence is signed, the terms will be applied retroactively to 1 July 2007.

LONGREACH GROUP LIMITED

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Appendix 2

Pro-Forma Unaudited Balance Sheet for LongReach Group Limited (assuming successful sale of ServicePoint Australia Pty Limited)

LongReach Group Limited and all Subsidiaries Consolidated Financial Statements

Financial Position Stock Work-in-Progress Prepayments Receivables (A/R) Other Receivables Cash Total current assets PP&E Intangible Assets (R&D/IPR) Deferred Tax Assets Total non current assets Total Assets Payables Accruals & Provisions Unearned Income Interest Bearing Liabilities Deferred Purchase Consideration Total current liabilities Employee Provisions Taxation Provision and DTL Lease Liability Total non current liabilities Total Liabilities Net Assets

$ Audited Management Accounts Pro Forma Consolidated Jun-07 Sep-07 Sep-07 $ $ 2,074,236 2,391,083 1,911,967 (338,317) 166,932 154,280 850,917 318,873 78,759 6,018,675 3,623,331 1,057,427 49,727 23,555 23,555 581,461 1,534,459 9,660,901 9,236,699 8,058,232 12,886,888 849,414 888,487 172,601 5,356,283 5,215,608 5,215,608 1,766,975 781,071 588,991 7,972,671 6,885,166 5,977,200 17,209,370 14,943,398 18,864,088 (3,006,160) (1,694,041) (899,698) (2,476,518) (1,598,526) (919,286) (877,062) (477,434) (5,596,392) (5,588,967) (5,435,179) (1,174,000) (13,130,132) (9,358,968) (7,254,163) (954,356) (752,015) (433,685) (1,745,721) (1,745,721) (1,701,852) (49,957) (112,305) (2,750,034) (2,610,042) (2,135,538) (15,880,166) (11,969,010) (9,389,700) 1,329,204 2,974,388 9,474,388

The main assumptions underlying the pro-forma balance sheet are:

• ServicePoint assets and liabilities have been excluded from the consolidated accounts;

• Gross sale proceeds from the sale of the Company equal to $9 million;

• Normalisation of existing intercompany accounts between the Group and ServicePoint; and

• Transaction expenses assessed at $0.4 million.

We note taxation and other period end audit and review adjustments such as a review of the carrying value of non-ServicePoint intangible assets has not been carried out in respect to the pro-forma Balance Sheet.

The pro-forma Balance Sheet does not reflect the pro-forma financial impact of the capital being raised through the Rights Issue announced on 10 January 2008.

LONGREACH GROUP LIMITED 6

GLOSSARY

For the purposes of interpreting this Notice:

1.1 Definitions

“Act” means the Corporations Act 2001 (Cth);

“Associate” has the same meaning as is ascribed to that term in Section 11 and Sections 13-17 of the Act. Section 13 of the Act is to be applied as if it was not confined to associate references occurring in Chapter 7 of the Act;

“Board” means the board of Directors of the Company;

“C4i” means C4i Pty Ltd ACN 010 500 071

“Citadel” means The Citadel Group Limited ACN 127 151 026;

“Company” means Longreach Group Limited ACN 010 597 672;

“Constitution” means the constitution of the Company;

“Director” means a director of the Company;

“Explanatory Memorandum” means the explanatory memorandum, attached to the Notice;

“Notice” means the notice of the extraordinary general meeting of the Company set out in these documents;

“Ordinary Resolution” means a resolution passed by a simple majority of members of the Company on a show of hands or by a simple majority of votes given on a poll;

“Rights Issue” means the rights issue announced by the Company on 10 January 2008;

“ServicePoint” means ServicePoint Australia Pty Limited ACN 081 707 673;

“Share” means a fully paid ordinary share in the issued capital of the Company; and

1.2 Interpretation

• (a) The singular includes the plural and vice versa;

• (b) words importing any gender include the other genders;

• (c) reference to any statute, ordinance, regulation, rule or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force;

• (d) all headings bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of the Notice;

• (e) reference to persons includes bodies corporate and government authorities and in each and every case, includes a reference to the person’s executors, administrators, successors, substitutes (including without limitation persons taking by novation and assignee);

• (f) reference to “$”, “A$”, “Australian Dollars” or “dollars” or “cents” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia.

LONGREACH GROUP LIMITED

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