MAYFIELD GROUP HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2017

Jan 26, 2017

Stream Group Limited ACN 010 597 672

Notice of General Meeting

A General Meeting of the Company will be held at Level 33, 50 Bridge Street, Sydney on 1 March 2017 at 10.00 am (Sydney time)

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on 0411713555

Stream Group Limited

Notice of General Meeting

Notice is hereby given that a General Meeting of Shareholders of Stream Group Limited ( Company ) will be held at Level 33, 50 Bridge Street, Sydney on Wednesday 1 March 2017 at 10.00am.

The Explanatory Memorandum to this Notice of General Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice of General Meeting.

Agenda

The accompanying Explanatory Memorandum describes the proposed resolution in detail.

Resolution 1 – Disposal of Symetri Business

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 11.2 and for all other purposes, the disposal of all of the assets in Symetri Limited (other than cash and the shares in Symetri Technology Ltd) as set out in the Explanatory Memorandum is approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the purchaser of the assets of Symetri Limited and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any Associates of those persons. However, the Company will not disregard a vote if:

• (a) it is cast by the 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.

By order of the Board

Brett Crowley Company Secretary Dated: 27 January 2017

Voting Eligibility

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders of the Company on 27 February 2017 at 7.00pm (Sydney time).

Voting in Person

To vote in person, attend the General Meeting at the time, date and place set out on page 1.

Voting by Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return it by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting (“Meeting”) to be held at Level 33, 50 Bridge Street, Sydney on 1 March 2017 at 10.00 am (Sydney time).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

2. Resolution 1 – Sale of Symetri Business

As announced on 25 July 2016, Stream has exited all of its claims management businesses in Australia and the UK with the result that its New Zealand subsidiary, Symetri Ltd (“Symetri”), is the only remaining claims management business unit. Symetri continues to trade profitably.

On 26 January 2017, Symetri entered into a sale agreement (the “Agreement”) to sell its operating business and assets (including goodwill) to Gallagher Basset (NZ) Ltd (referred to in this Explanatory Memorandum as GBL) on the terms set out below. Symetri will retain cash and its subsidiary, Symetri Technology Ltd (“STI”). STI owns the proprietary Symetri intellectual property (“IP”) for the Symetri claims management business. Upon completion of the Agreement, STI will licence its IP to GBL under a software licence agreement. STI will continue to develop and enhance both the IP and its supply chain management software which is marketed under the Qusol brand.

The Agreement is conditional upon Stream obtaining shareholder approval at the Meeting under Chapter 11 of the ASX Listing Rules for the disposal of the Symetri assets.

The material terms of the Agreement are as follows:

1. The purchaser is GBL.

2. The consideration for the sale (“Purchase Price”) is an amount calculated and payable in cash in two tranches:

3. (a) an amount of NZ$7 million, payable at completion; and

(b) an earnout payment calculated as the excess (if any) by which 10 times the net profit of the sold Symetri business for the year to 31 December 2018 exceeds NZ$7 million. The earnout payment will be capped at NZ$18 million.

1. Completion of the Agreement is conditional upon Stream obtaining all regulatory approvals for the disposal, including shareholder approval under the ASX Listing Rules, and GBL obtaining the approval of its ultimate parent company.

4. Symetri has provided the normal vendor representations and warranties for a transaction of this kind. Stream and three of its major shareholders (Neiser Verwaltungs KG, Nightingale Partners Pty Limited and Phoenix Development Fund Ltd) have guaranteed Symetri’s performance under the Agreement.

5. STI will retain all of the IP and will continue to provide GBL with a fully hosted version of the BuildAssist software platform on commercial terms.

2

Changes in the Board and the Staff

There will be no changes to the Board of Stream. All Symetri senior managers and staff, other than those staff members employed in the Technology Division of Symetri, will terminate their employment with Symetri on completion of the Agreement and commence employment with GBL.

The Likely Effect of the Transaction on Stream’s Assets and Financial Position

The table below shows the Symetri business’s unaudited actual balance sheet as at 30 June 2016 and the proforma balance sheet had the Agreement been completed on that date.

Immediately after completion, Symetri’s assets will consist of the BuildAssist and Qusol software and cash.

$NZ’000’s	30 June2016Actual	30 June2016Actual	30 June2016Proforma	30 June2016Proforma	30 June2016Proforma
Current assets:
Cashand cashequivalents		404			7,404
Accountsreceivables		1,460
Work inprogress		721
Current taxassets		238			238
Other		83
Total Current Assets		2,906			7,642
Non-current assets:
Property, plant and equipment		333
Intellectualproperty		5,000			5,000
Deferred taxasset		227			227
Total Non-current Assets		5,560			5,227
Total Assets		8,466		12,869
Currentliabilities:
Accruals and accounts payable		1,567
Employee provisions		337
Borrowings		882			882
Provision fortax, transactioncosts and contingencies		0			850
Total Current Liabilities		2,786			1,732
Net Assets		5,680		11,137

After completion, Stream’s business operations will be the investment of cash and the licensing and further development of the IP. As a consequence, Stream’s principal business will be developing and providing the BuildAssist and Qusol software platforms. All material liabilities will be repaid, and the only liabilities will be trade creditors.

The directors intend to seek other opportunities for the investment of Stream’s assets. It is likely that the ASX will require Stream to obtain shareholder approval under Chapter 11 of the Listing Rules for any new acquisition and to re-comply with the ASX admission requirements contained in Chapters 1 and 2 of the ASX Listing Rules. Recompliance with Chapters 1 and 2 will require Stream to, amongst other matters, issue a prospectus and obtain sufficient shareholder spread to meet the requirements of the ASX Listing Rules.

Timetable

The Agreement is expected to be completed within seven days after the Meeting.

3

STREAM GROUP LIMITED ACN 010 597 672 P R O X Y F O R M

The Company Secretary Stream Group Limited By post and delivery: Level 33, 50 Bridge Street Sydney NSW 2000

By facsimile: 02 92333307

I/We[1] _______________ Of _________________

being a Shareholder/Shareholders of the Company and entitled to attend and vote, hereby appoint[2 ]

---

or if no person is named or failing such appointment the chairman of the General Meeting as my/our proxy to act generally and vote for me/us on my/our behalf at the General Meeting of the Company to be held at 10.00 am (Sydney time) on 1 March 2017 at Level 33, 50 Bridge Street, Sydney NSW and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request.)

INSTRUCTIONS AS TO VOTING ON THE RESOLUTIONS

The proxy is to vote on the Resolution referred to in the Notice as follows:

For Against Abstain* Resolution Sale of Symetri Business   

The chairman intends to vote all available proxies in favour of the Resolution.

• If you mark the Abstain box for the Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name Contact Daytime Telephone Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission on 02 92333307 or by post or delivery to Level 33, 50 Bridge Street Sydney, NSW 2000 not less than 48 hours prior to the time of commencement of the Meeting.