SERVICE STREAM LIMITED — AGM Information 2018

Sep 18, 2018

NOTICE OF ANNUAL GENERAL MEETING

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SERVICE STREAM LIMITED

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ABN: 46 072 369 870

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NOTICE OF
ANNUAL GENERAL MEETING
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SERVICE STREAM LIMITED ABN: 46 072 369 870

NOTICE OF ANNUAL GENERAL MEETING

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Notice of Annual General Meeting

Notice is given that the annual general meeting of members of Service Stream Limited (Company) will be held at the RACV City Club — Level 2, 501 Bourke Street, Melbourne, Victoria on Wednesday 24 October 2018 at 10.00am.

Annual financial and other reports

To receive the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2018.

Resolution 1 — Adoption of remuneration report

To consider and if thought fit pass the following resolution as an ordinary resolution :

“That the remuneration report for the year ended 30 June 2018 be adopted.”

Note: The remuneration report is set out on pages 14 to 24 of the Company’s 2018 annual report. The vote on this resolution is advisory only and does not bind the directors of the Company.

Resolution 2 — Re-election of Brett Gallagher

To consider and if thought fit pass the following resolution as an ordinary resolution :

“That Brett Gallagher (who retires by rotation in accordance with rule 7.1(f) of the Company’s constitution and (being eligible) stands for re-election) be re-elected as a director of the Company.”

Resolution 3 — Re-election of Deborah Page AM

To consider and if thought fit pass the following resolution as an ordinary resolution :

“That Deborah Page (who retires by rotation in accordance with rule 7.1(f) of the Company’s constitution and (being eligible) stands for re-election) be re-elected as a director of the Company.”

By order of the Board:

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Vicki Letcher Company Secretary 19 September 2018

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SERVICE STREAM LIMITED ABN: 46 072 369 870

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Notes:

1. A member entitled to attend and vote at this meeting is entitled to appoint one proxy or, if the member is entitled to cast two or more votes at the meeting, two proxies to attend and vote on behalf and instead of the member.

2. Where two proxies are appointed, the proxies may vote only if each proxy is appointed to represent a specified proportion of the member’s voting rights.

3. A proxy need not be a member.

4. A proxy form accompanies this notice. To be valid, the proxy form together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power or authority, must be:

5. a. received by the Company’s share registrar, Computershare Investor Services Pty Limited by:

   1. hand delivery to “Yarra Falls”, 452 Johnston Street, Abbotsford, Victoria 3067;

   2. post to GPO Box 242, Melbourne, Victoria, 8060; or

   3. facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) before 10.00am (Melbourne time) on Monday 22 October 2018; or

6. b. received by the Company (addressed to the attention of Mrs Vicki Letcher, Company Secretary):

   1. at its office at Level 4, 357 Collins Street, Melbourne, Victoria, 3000; or

   2. by facsimile on +61 3 9677 8877;

before 10.00am (Melbourne time) on Monday 22 October 2018.

1. A proxy may also be appointed electronically by:

2. a. visiting www.investorvote.com.au and following the instructions provided;

3. b. scanning the QR code with your mobile device; or

4. c. visiting www.intermediaryonline.com to submit your voting intentions (for Intermediary Online subscribers (custodians) only);

before 10.00am (Melbourne time) on Monday 22 October 2018. A proxy cannot be appointed online if they are appointed under power of attorney or similar authority.

1. The Company has determined that those persons who are registered as the holders of shares in the Company at 7.00pm (Melbourne time) on Monday 22 October 2018 will be taken to be the holders of shares for the purposes of determining voting entitlements at this meeting.

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SERVICE STREAM LIMITED ABN: 46 072 369 870

NOTICE OF ANNUAL GENERAL MEETING

Voting exclusion statement

The Company will disregard any votes cast on:

1. Resolution 1 (adoption of remuneration report) by or on behalf of a member of the key management personnel for the Company (details of whose remuneration are included in the remuneration report, including each director) (KMP Member), or a closely related party of a KMP Member.

However, the Company need not disregard a vote in relation to resolution 1 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 the direction on the proxy form to vote as the proxy decides (and the appointment expressly authorises the chair to vote in accordance with a direction on the proxy form to vote as the proxy decides).

The Chairman intends to vote undirected proxies held by him in favour of each resolution. Please refer to the proxy form accompanying this notice of meeting for more information.

Questions from Shareholders

Your questions relating to Service Stream that may be relevant to the 2018 Annual General Meeting are important to us. Shareholders eligible to vote at this meeting may submit written questions in advance of the AGM via email to AGM@servicestream.com.au. Any questions must be received by no later than 5.00pm (Melbourne time) on Wednesday 17 October 2018. We will attempt to respond to as many of the more frequently asked questions as possible in the Chairman’s and Managing Director’s addresses at the 2018 Annual General Meeting. Due to the large number of questions we may receive, we will not be replying on an individual basis. You will also be able to listen to the addresses made at the 2018 Annual General Meeting within 2 days after the meeting at http://www.servicestream.com.au/investors/annual-general-meetings

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SERVICE STREAM LIMITED ABN: 46 072 369 870

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Explanatory statement

General information

This explanatory statement is an important document and should be read carefully. It comprises part of, and should be read in conjunction with, the notice of the annual general meeting (AGM) of members of Service Stream Limited to be held on Wednesday 24 October 2018.

If you have any questions regarding the matters set out in this explanatory statement (or elsewhere in the notice of AGM), please contact the Company, or your stockbroker or other professional adviser.

1. Resolution 1 — Adoption of remuneration report

There will be an opportunity for shareholders at the meeting to comment on and ask questions about the remuneration report, which appears on pages 14 to 24 of the Company’s 2018 annual report. The vote on the proposed resolution adopting the remuneration report is advisory only and will not bind the Company nor its directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy and practices.

The Corporations Act contains a ‘two strikes’ rule in relation to remuneration reports. Briefly, if at two consecutive AGMs 25% or more votes were cast against the resolution that the Company’s remuneration report be adopted, a ‘spill resolution’ must be put to the vote at that AGM. If 50% or more shareholders vote in favour of a “spill” then the entire Board (except the Managing Director) are required to stand for reelection at a further general meeting which must take place within 90 days.

At the Company’s 2017 AGM, approximately 3% of votes were cast against the resolution that the remuneration report be adopted. Accordingly, there is no requirement to allow for a possible spill resolution at this year’s AGM.

The directors recommend that shareholders vote in favour of resolution 1.

2. Resolution 2 — Re-election of Brett Gallagher

The Company’s constitution states the Company must hold an election of directors at each annual general meeting (rule 7.1(h)) and further that no director who is not a managing director may hold office beyond the third AGM following the meeting at which the director was last elected or re-elected (whichever is the later) (rule 7.1(f)). In determining the number of directors to retire, no account is to be taken of the Managing Director or of a director appointed as an addition to the existing directors and who only holds office until the next annual general meeting. A retiring director is eligible for re-election. In accordance with these requirements, Brett Gallagher retires by rotation at this year’s annual general meeting and, being eligible, stands for re-election.

Brett Gallagher was appointed as Non-Executive Director of Service Stream Limited in April 2010 and was appointed Chairman on 1 March 2015. Brett has over 20 years’ experience across the utility and facilities management industries, and was Managing Director and a shareholder of AMRS from 2003 until 2008 when that Group was acquired by Service Stream to form what is now Energy & Water.

Brett is a member of the Sustainability, Safety, Health and Environment Committee and holds directorships and interests in a number of private businesses that operate predominately in the utilities sector.

Brett has held no other listed company directorships in the last three years

The directors (other than Mr Gallagher) recommend that shareholders vote in favour of resolution 2.

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SERVICE STREAM LIMITED ABN: 46 072 369 870

NOTICE OF ANNUAL GENERAL MEETING

3. Resolution 3 — Re-election of Deborah Page AM

The Company’s constitution states the Company must hold an election of directors at each annual general meeting (rule 7.1(h)) and further that no director who is not a managing director may hold office beyond the third AGM following the meeting at which the director was last elected or re-elected (whichever is the later) (rule 7.1(f)). In determining the number of directors to retire, no account is to be taken of the Managing Director or of a director appointed as an addition to the existing directors and who only holds office until the next annual general meeting. A retiring director is eligible for re-election. In accordance with these requirements, Deborah Page retires by rotation at this year’s annual general meeting and, being eligible, stands for re-election.

Deborah Page, a Chartered Accountant, has held senior executive positions with the Commonwealth Bank, Allen, Allen & Hemsley, IBM and the Lend Lease Group and is a former KPMG partner. She brings expertise developed from finance and operational executive roles and from her professional background in external audit and corporate advisory. Since 2001 she has worked exclusively as a Non-Executive Director across a range of industries, including energy, insurance, financial services and property.

Deborah is Chairman of the Audit and Risk Committee and is a member of the Remuneration and Nomination Committee. Deborah is currently a Non-Executive Director of Brickworks Limited, Pendal Group Limited (previously known as BT Investment Management Limited) and GBST Holdings Limited.

During the last three years, Deborah held listed company directorship with Australian Renewable Fuels Limited (retired October 2015) and Investa Listed Fund Management Limited, responsible entity of Investa Office Fund (resigned April 2016).

The directors (other than Mrs Page) recommend that shareholders vote in favour of resolution 3.

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SERVICE STREAM LIMITED ABN: 46 072 369 870

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SERVICE STREAM LIMITED ABN: 46 072 369 870

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CORPORATE DIRECTORY

DIRECTORS

Brett Gallagher Leigh Mackender Peter Dempsey Greg Adcock Raelene Murphy Deborah Page AM

COMPANY SECRETARY

Vicki Letcher Nicole Goding

REGISTERED OFFICE

Level 4 357 Collins Street Melbourne Victoria 3000 Tel: +61 3 9677 8888 Fax: +61 3 9677 8877 www.servicestream.com.au

BANKERS

Australia & New Zealand Banking Group HSBC Bank Australia Limited

SHARE REGISTRY

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067

Tel: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Fax: +61 3 9473 2500

AUDITORS

PricewaterhouseCoopers

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Lodge your vote:

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
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Online:

www.investorvote.com.au

ABN 46 072 369 870

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

SSM

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 10.00am (Melbourne time) on Monday 22 October 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Service Stream Limited hereby appoint

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the Chairman of the Meeting

 PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Service Stream Limited to be held at the RACV City Club - Level 2, 501 Bourke Street, Melbourne, Victoria on Wednesday 24 October 2018 at 10.00am (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

STEP	2	Items	of	Business		PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
						For Against Abstain

			For	Again	st Abstain
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Brett Gallagher
Resolution	3	Re-election of Deborah Page AM

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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

S S M

9 9 9 9 9 9 A

ABN 46 072 369 870

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Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Service Stream Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

In order for us to update your details can you please provide the following:

• Securityholder Reference Number (SRN);

• ASX trading code;

• Name of company in which security is held;

• Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

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Vicki Letcher Company Secretary Service Stream Limited

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