Scheme Booklet for the acquisition of Staging Connections Group Limited

Transcription

1 Scheme Booklet for the acquisition of Staging Connections Group Limited (ACN ) by Freeman Audio Visual, Inc. THE STG BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOUR OF ALL RESOLUTIONS TO IMPLEMENT THE SCHEME IN THE ABSENCE OF A SUPERIOR PROPOSAL. 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 all resolutions to implement the Scheme. If you are in any doubt as to how to deal with this Scheme Booklet, you should consult your broker, financial adviser or other professional adviser immediately. If you have recently sold all of your STG Shares, please disregard this Scheme Booklet. If you have any questions in relation to this Scheme Booklet or the Scheme, please call STG on Monday to Friday between 9.00am and 5.00pm (Sydney time). Financial adviser to STG Legal adviser to STG Legal/ _15

2 Page 2 Important Notices Purpose of this document This Scheme Booklet provides STG Shareholders with information about the proposed acquisition of STG by Freeman Audio Visual, Inc. (FAV). It includes the explanatory statement for the Scheme required by section 412(1) of the Corporations Act. If you have sold all of your STG Shares, please disregard this Scheme Booklet. Defined terms and interpretation Capitalised terms and certain abbreviations used in this Scheme Booklet are defined in the Glossary at Section The documents reproduced in some of the annexures to this Scheme Booklet each have their own defined terms which are sometimes different from those in the Glossary. Any diagrams, charts, maps, graphs and tables appearing in this Scheme Booklet are illustrative only and may not be drawn to scale. Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Scheme Booklet are subject to the effect of rounding. Accordingly, their actual calculations may differ from the calculations set out in this Scheme Booklet. Investment decisions This Scheme Booklet is intended for all STG Shareholders generally and does not take into account the investment objectives, financial situation or particular needs of each STG Shareholder or any other particular person. This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme or your STG Shares. Before making any decision in relation to the Scheme or your STG Shares, including any decision to vote for or against the Scheme, you should consider whether that decision is appropriate in the light of your particular investment needs, objectives and financial circumstances. If you are in any doubt about what you should do, you should seek independent financial, legal, taxation or other professional advice before making any investment decision. Responsibility for information The information concerning the STG Group and the intentions, views and opinions of STG and the STG Directors contained in this Scheme Booklet has been prepared by STG and the STG Directors and is the sole responsibility of STG. STG has been solely responsible for preparing the information contained in this Scheme Booklet, except that: FAV has been solely responsible for preparing the FAV Information. STG and its Related Bodies Corporate, directors, officers, employees and advisers to the maximum extent permitted by law expressly disclaim all liability and take no responsibility for the accuracy or completeness of the FAV Information; Thomson Geer has prepared the Tax Letter in relation to the Scheme and takes responsibility for that letter. STG and FAV and their respective Related Bodies Corporate, directors, officers, employees and advisers to the maximum extent permitted by law expressly disclaim all liability and take no responsibility for the accuracy or completeness of the information contained in that report. The Tax Letter is set out in Section 11; and BDO Corporate Finance (East Coast) Pty Ltd has prepared the Independent Expert's Report in relation to the Scheme and takes responsibility for that report. STG and FAV and their respective Related Bodies Corporate, directors, officers, employees and advisers to the maximum extent permitted by law expressly disclaim all liability and take no responsibility for the accuracy or completeness of the information contained in that report. The Independent Expert s Report is set out in Annexure A. ASIC A copy of this Scheme Booklet has been provided to ASIC for the purpose of section 411(2) of the Corporations Act and registered by ASIC for the purpose of section 412(6) of the Corporations Act. ASIC has examined a copy of this Scheme Booklet. ASIC will be requested to provide a statement, in accordance with section 411(17) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the Second Court Date to approve the Scheme. Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme Booklet. Important Notice associated with Court Order under Section 411(1) of the Corporations Act The fact that under section 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the notice of the meeting does not mean that the Court: has formed any view as to the merits of the proposed scheme or as to how members should vote (on this matter members must reach their own decision); or has prepared, or is responsible for, the content of the explanatory statement.

3 Page 3 Forward looking statements This Scheme Booklet contains various forward looking statements. Statements other than statements of historical fact may be forward looking statements. STG Shareholders should note that such statements are subject to inherent risks and uncertainties as they may be affected by a variety of known and unknown risks, assumptions, variables and other factors, many of which are beyond the control of the STG Group. Actual results, values, performance or achievement may differ materially from results, values, performance or achievement expressed or implied in any forward looking statement. Neither STG, FAV, their respective Related Bodies Corporate, directors, officers, employees or advisers, any person named in this Scheme Booklet with their consent nor any person involved in the preparation of this Scheme Booklet makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any results, values, performance or achievement expressed or implied in any forward looking statement, except to the extent required by law. STG Shareholders should not place undue reliance on any such statement. The forward looking statements in this Scheme Booklet only reflect views held as at the Last Practicable Date. Privacy STG may collect personal information in the process of implementing the Scheme. Such information may include the name, contact details and shareholdings of STG Shareholders and the name of persons appointed by those persons to act as a proxy, attorney or corporate representative at the Scheme Meetings or the General Meeting. The primary purpose of the collection of personal information is to assist STG to conduct the Scheme Meetings and the General Meeting and implement the Scheme. Personal information of the type described above may be disclosed to the STG Share Registry, print and mail service providers and authorised securities brokers. STG Shareholders have certain rights to access personal information that has been collected. STG Shareholders should contact the STG Share Registry in the first instance, if they wish to access their personal information. STG Shareholders who appoint a named person to act as their proxy, attorney or corporate representative should ensure that they inform that person of these matters. Not an offer This Scheme Booklet does not constitute or contain an offer to STG Shareholders, or a solicitation of an offer from STG Shareholders, in any jurisdiction. Foreign jurisdictions The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside Australia who come into possession of this Scheme Booklet should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This Scheme Booklet has been prepared in accordance with Australian law and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with laws and regulations outside Australia. It is important that STG Shareholders who are not Australian resident taxpayers or who are liable for tax outside Australia seek specific taxation advice in relation to the Australian and overseas tax consequences of the Scheme. Date This Scheme Booklet is dated 17 August 2015.

4 Page 4 TABLE OF CONTENTS IMPORTANT NOTICES... 2 KEY DATES... 6 CHAIRMAN'S LETTER SUMMARY OF KEY REASONS TO VOTE ON THE SCHEME WHAT ARE YOUR OPTIONS AND WHAT SHOULD YOU DO? DETAILS OF THE SCHEME MEETINGS AND THE GENERAL MEETING The Scheme Meetings The General Meeting Exercise your vote Voting in person Voting by proxy Voting by attorney Voting by corporate representative Voting entitlement Further Information FREQUENTLY ASKED QUESTIONS SUMMARY OF THE SCHEME FAV's Proposal Implementation of the Scheme If the Scheme is approved YOUR DIRECTORS' RECOMMENDATION AND MATTERS RELEVANT TO YOUR VOTE ON THE SCHEME Recommendation Key reasons for recommending, and advantages of, FAV's Proposal Reasons why STG Shareholders may consider voting against the Scheme and disadvantages of FAV's Proposal Other considerations IMPLEMENTATION OF THE SCHEME Background Overview of steps for implementing the Scheme Total Purchase Consideration Steps for implementing the Scheme Transfer of STG Shares to FAV free from third party interests STG Board composition if the Scheme is implemented No brokerage or stamp duty Tax Implications End Date if the Scheme does not proceed INFORMATION ABOUT STG GROUP Background Directors and Company Secretary Senior management annual report STG Group historical financial information Material changes to financial position of STG Group Bank Debt and Warrant Capital structure Top 20 STG Shareholders Substantial STG Shareholders... 46

5 Page Recent trading in STG Shares INFORMATION ABOUT FAV GROUP Overview of the FAV Group Rationale for FAV's proposed acquisition of STG FAV's intentions if the Scheme is implemented FAV's funding arrangements Additional information No other material information CONSEQUENCES AND RISKS ASSOCIATED WITH THE STG GROUP IF THE SCHEME IS NOT IMPLEMENTED Consequences of not implementing the Scheme General economic risks Specific risks relating to the STG Group TAXATION IMPLICATIONS FOR STG SHAREHOLDERS ADDITIONAL INFORMATION Summary of the Scheme Implementation Agreement Directors interests Interests in FAV held by STG and its Directors Interests held by Directors in contracts of FAV Other interests of Directors Agreements or arrangements with Directors Payments and other benefits to Directors, secretaries or executive officers of STG Director and executive remuneration Consents Fees and interests of advisers Creditors of STG No unacceptable circumstances Documents available for inspection Supplementary Information Other GLOSSARY AND INTERPRETATION Glossary Interpretation Annexure A Annexure B Annexure C Annexure D Independent Expert s Report Scheme Implementation Agreement Scheme of Arrangement Deed Poll Annexure E Annexure F Notices of Scheme Meetings Notice of General Meeting Corporate Directory

6 Page 6 Key Dates Event Date Date of this Scheme Booklet 17 August 2015 Date and time for determining eligibility to vote at Scheme Meeting 1 and Latest time and date for receipt of Proxy Forms (including proxies lodged online), powers of attorney and certificates of appointment of body corporate representative by the STG Share Registry for Scheme Meeting 1 Date and time for determining eligibility to vote at Scheme Meeting 2 and Latest time and date for receipt of Proxy Forms, powers of attorney and certificates of appointment of body corporate representative by the STG Share Registry for Scheme Meeting 2 Date and time for determining eligibility to vote at the General Meeting and Latest time and date for receipt of Proxy Forms (including proxies lodged online), powers of attorney and certificates of appointment of body corporate representative by the STG Share Registry for the General Meeting 10.00am on 22 September am on 22 September am on 22 September 2015 Scheme Meeting am on 24 September 2015 Scheme Meeting am on 24 September 2015 (or as soon thereafter as Scheme Meeting 1 is concluded or has been adjourned) General Meeting 10.45am on 24 September 2015 If the Scheme is approved by STG Shareholders, then: Second Court Date, for approval of the Scheme 1 October 2015 Effective Date 2 October 2015 (or as soon thereafter as Scheme Meeting 2 is concluded or has been adjourned) Scheme Record Date for determining entitlements to Scheme Consideration 12 October 2015 Implementation Date 19 October 2015 Despatch of Scheme Consideration to Scheme Participants As soon as possible after implementation of the Scheme A reference to time in the timetable above is a reference to Sydney time. All dates in the timetable above are indicative only and may change.

7 Page 7 Chairman's Letter 17 August 2015 Dear STG Shareholder, Since my last formal report to STG Shareholders, the STG Board and management team have continued to pursue strategies to improve STG s business and to achieve a positive outcome for all of the Company's stakeholders under extremely difficult circumstances. Further details of our efforts are set out below. However, the trading environment for our offering continues to be challenging in certain of our important markets. Further, the need for significant capital expenditure to keep abreast of customer demands and expectations has left the STG Group simply unable to fulfil its true potential and with a materially uncertain future as presently structured. Your Board has been determined nonetheless to achieve a positive result for STG Shareholders and to that end determined to undertake a competitive sale process. With the assistance of KPMG Corporate Finance, STG contacted a host of potential local and international parties to determine their interest in acquiring the STG Group's business. That process, exhaustive as it was, yielded only two indicative non-binding proposals for the business as a whole. These parties were two American companies, Freeman Audio Visual, Inc. (FAV) and PSAV Holdings LLC (PSAV), who had been identified some time ago as the two parties with the most strategic interest in STG's business and therefore the most likely buyers, and both of whom were well known to STG s Board and management. Both FAV and PSAV were invited to undertake formal due diligence and ultimately this process resulted in the receipt by STG of only one binding proposal, being from PSAV. Following further negotiations with PSAV, and FAV's having advised that they had withdrawn from the sale process, STG signed a Scheme Implementation Agreement with PSAV's nominee PSAV Australia Acquisition Co Pty Ltd (PSAV SIA), as outlined in my update to STG Shareholders on 12 June The PSAV SIA was subject to a superior unsolicited proposal being received by STG and, as advised in my most recent update to STG Shareholders on 20 July 2015, following STG's announcement of the signing of the PSAV SIA, STG received an unsolicited approach from FAV, in a written proposal received from FAV on 24 June As this proposal had the potential to result in a superior proposal, PSAV was notified and FAV was given the opportunity to submit a binding unconditional proposal. In this period, STG continued to progress the documentation required under the PSAV SIA, including lodging the required documents with ASIC. An unconditional proposal in the form of a FAV-signed Scheme Implementation Agreement was subsequently received by STG from FAV on 10 July The STG Board considered this proposal to be materially superior to the PSAV SIA in both the total consideration payable to all STG Shareholders (even after allowing for the break fee payable to PSAV under the PSAV SIA) and the absence of any material conditions. Specifically, the total consideration payable under the Scheme Implementation Agreement with FAV of between $58 million and $59 million is materially higher than the total consideration payable of between $52 million to $52.2 million under the PSAV SIA, with FAV's Proposal equating to a range of $ to $ per STG Share to STG Shareholders compared to $0.05 per STG Share under the PSAV SIA. Having formed this view, and again in compliance with the terms of the PSAV SIA, STG notified PSAV of the terms of the superior proposal on 10 July 2015 and provided PSAV with the opportunity to match or better the FAV proposal on or before 15 July As PSAV did not provide a matching or better proposal within the required timeframe, STG entered into the superior Scheme Implementation Agreement with FAV on 17 July 2015 under which it is proposed that FAV will acquire all STG Shares

8 Page 8 by way of a Court approved scheme of arrangement, subject to STG Shareholder approval and the absence of a superior proposal. Following signing of the Scheme Implementation Agreement with FAV, the STG Board received two further unsolicited conditional approaches from PSAV. In accordance with the terms of the Scheme Implementation Agreement with FAV, the STG Board notified FAV of the receipt of PSAV's first approach, following which FAV offered to increase the total consideration payable under the Scheme Implementation Agreement to between $61 million and $62 million, and a deed of variation to the Scheme Implementation Agreement with FAV was signed on 10 August 2015 (10 August Variation to the SIA). On 14 August 2015, PSAV made a further unsolicited conditional approach of between $64 million and $65 million, equating to cents per STG Share above the 10 August Variation to the SIA (before taking into account any additional transaction costs that may be incurred in pursuing a transaction with PSAV). Following receipt of each approach from PSAV, the STG Board carefully considered each such conditional offer from PSAV against the 10 August Variation to the SIA. In particular, in comparing the 14 August PSAV offer against the 10 August Variation to the SIA, the STG Board considered the improvement in the cents per STG Share, the conditionality of the PSAV offer, the risk of additional transaction costs being incurred, the potential destabilising effect of the prolonging of the scheme process on STG s financial position, and the need for the already protracted and costly scheme process to be brought to a conclusion without further delay given the uncertainty the process between PSAV and FAV was already creating for STG. Having regard to both the PSAV conditional approaches and the 10 August Variation to the SIA, and after having considered all of the relevant circumstances, including the timing, conditions, terms and degree of certainty pertaining to each proposal, the STG Board considered that the 10 August Variation to the SIA was the superior proposal as against each of PSAV's conditional offers and it is in the best interests of STG and all STG Shareholders to proceed with the 10 August Variation to the SIA and to continue to proceed with implementation of FAV's Proposal. I am now accordingly pleased to inform you of the details of FAV's Proposal to acquire all of your STG Shares by way of the scheme of arrangement described in the booklet of which this letter forms part. This proposal, negotiated by your Board, has resulted in the Company's bank accepting a reduction in its debt and the bank-related STG Shareholder (ie, EMUH) deferring its entitlements to ensure that that there is a positive return to non-associated shareholders. If the Scheme is approved and becomes Effective, the Total Purchase Consideration payable by FAV for the acquisition of STG will be: $61 million, plus the sum of all available funds (if any) in the bank accounts in the name of each member of the STG Group as at 9.00am on the day which is 3 Business Days prior to the Implementation Date, up to a maximum of $1,000,000 in aggregate (Additional Purchase Consideration), such that the maximum Total Purchase Consideration payable (including any Additional Purchase Consideration) will not exceed $62,000,000. STG Shareholders (other than Equity Management Unit Holdings Pty Ltd (EMUH)) who hold STG Shares at the Scheme Record Date will receive a minimum for each such STG Share (Scheme Share) of: if the Total Purchase Consideration is $61,000,000 then $ ; if the Total Purchase Consideration is greater than $61,000,000 and less than $62,000,000 then $ ((Total Purchase Consideration - $61,000,000) / 2 / 87,440,315); and

9 Page 9 (c) if the Total Purchase Consideration is $62,000,000 then $ , and the total holding of Scheme Shares for each Scheme Participant will be rounded up to the nearest whole cent (Minimum Price per Scheme Share). The Total Purchase Consideration will be applied in the following order: Component Transaction Costs Extinguishment Amount: payment of those Transaction Costs incurred by the STG Group in implementing the Scheme which remain outstanding as at the Implementation Date. Amount Up to a maximum of $3,565,000 in aggregate, including incentive payments to STG's senior managers of $928,000 in aggregate and additional nonexecutive Directors' fees of up to $180,000 in aggregate, in each case if all General Meeting Resolutions are passed and the Scheme becomes Effective; and $1,277,000 in break fee payable to PSAV. Non-EMUH STG Shareholder Scheme Consideration: payment of Scheme Consideration to STG Shareholders other than EMUH of the Minimum Price per Scheme Share (ie, between $ and $ ) for each STG Share held as at 7.00pm on the Scheme Record Date. Bank Debt Extinguishment Amount: payment of the outstanding Bank Debt owed by the STG Group to its financier, NAB, as at the Implementation Date. EMUH Scheme Consideration: (to the extent that any amount of the Total Purchase Consideration remains available after the payments referred to above) payment of Scheme Consideration to EMUH, up to a maximum of the Minimum Price per Scheme Share (ie, between $ and $ ) for each STG Share held by EMUH as at 7.00pm on the Scheme Record Date. Warrant Cancellation Fee: (to the extent that any amount of the Total Purchase Consideration remains available after the payments referred to above) payment of the Warrant Cancellation Fee to EMUH, in consideration for the cancellation and extinguishment of the Warrant held by EMUH (without the Warrant being exercised). Expected to be between approximately $8,114,461 (if the Total Purchase Consideration is $61,000,000) and $8,614,620 (if the Total Purchase Consideration is $62,000,000), in aggregate. The aggregate of the Bank Debt Extinguishment Amount, the EMUH Scheme Consideration and the Warrant Cancellation Fee is expected to be at least between approximately $49,320,539 (if the Total Purchase Consideration is $61,000,000) and $49,820,380 (if the Total Purchase Consideration is $62,000,000). The maximum possible EMUH Scheme Consideration is between approximately $1,797,959 (if the Total Purchase Consideration is $61,000,000) and $1,908,781 (if the Total Purchase Consideration is $62,000,000). The EMUH Scheme Consideration and the Warrant Cancellation Fee may each be zero. Further background to FAV's Proposal The STG Group remains a market leading Australian based venue services and exhibition business and integrated event services provider. Founded in 1981, the STG Group has grown steadily from a single business in Sydney to a national network and finally to an international business with approximately 800 skilled event specialists operating from locations throughout Australia, New Zealand, the Pacific, China and Singapore. The challenging economic conditions which have prevailed since the global financial crisis have had a significant impact on the business events market.

10 Page 10 In these circumstances, the STG Board and management endeavoured to improve the STG Group's performance and to reduce costs and debt, including through the following initiatives: the implementation of a partially underwritten rights issue in 2009, which raised approximately $8.3 million before expenses; the implementation of an underwritten rights issue in 2010, which raised approximately $5.2 million before expenses; the implementation of a capital restructure in 2013 which resulted in a $20 million reduction to the debt owed by the STG Group to NAB and the issue of STG Shares and a Warrant to NAB's nominee, EMUH; the sale of certain of the STG Group's businesses; and the STG Board continuing to seek additional equity investment into the STG Group from a range of sources, and initiating a sale process in relation to the STG Group's remaining businesses as described above. FAV's Proposal arose out of that sale process. Having carefully considered all of the circumstances (including but not limited to the value and transaction certainty offered in FAV's Proposal and the possible alternatives to such an acquisition), the STG Board determined to enter into the Scheme Implementation Agreement with FAV. Directors Recommendation Your Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal. Subject to that same qualification, your Directors who hold STG Shares intend to vote in favour of the Scheme in respect of their STG Shares. In reaching this conclusion, your Directors considered all of the relevant circumstances, including: all of those matters explained in this Chairman's Letter; the initiatives undertaken, and avenues considered, to date, by the STG Board and senior management to improve the Company's performance and value; the trading outlook in the STG Group's important markets and the capital expenditure needed to keep abreast of customer demands and expectations; the competitive sale process undertaken in relation to the STG Group's business involved discussions with numerous parties on a worldwide basis and, ultimately, yielded two competing binding proposals; the Independent Expert's Report and that the Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal; the STG Group's debt position and the STG Group's bank's acceptance of a reduction of that debt (which would otherwise rank ahead of STG Shareholders) to ensure some return to nonassociated shareholders under FAV's Proposal; the consent of EMUH, a subsidiary of STG's bank, NAB, to: not exercise the Warrant which would have entitled it to increase its STG Shareholding from 20% to 49%; and defer its rights as an STG Shareholder until the non-associated STG Shareholders have received the Minimum Price per Scheme Share;

11 Page 11 the value and transaction certainty offered in FAV's Proposal, and FAV's stated intentions to take the STG Group and its business forward (see Section 9); the absence of any Superior Proposal from the date of the Scheme Implementation Agreement with FAV to the day before the date of this letter, (defined as the Last Practicable Date in the balance of this document); and the continuing risks and uncertainties inherent in the business which are likely to continue if the Scheme does not proceed. Reasons to vote in favour of the Scheme are set out at Section 6.2. There are also reasons why you may choose to vote against the Scheme which are set out at Section 6.3. Opinion of the Independent Expert The Independent Expert has concluded that the Scheme is in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal. The Independent Expert has assessed the value of STG Shares on a controlling interest basis to be $nil per STG Share. The Non-EMUH STG Shareholder Scheme Consideration of (being, the Minimum Price per Scheme Share of between $ and $ ) is above the Independent Expert's assessed valuation for STG on a 100% controlling interest basis. Details relating to the Independent Expert s conclusions are set out in the Independent Expert s Report, a copy of which is included in Annexure A. STG Shareholder approval The Scheme requires the approval of STG Shareholders, who will be able to vote on resolutions relating to the implementation of the Scheme at Scheme Meetings and a General Meeting to be held starting at 10.00am on 24 September 2015 (Sydney time), at Lilyfield Road, Rozelle NSW 2039, Australia. For the avoidance of any doubt, the implementation of the Scheme is not contingent on the passing of the resolutions proposed at the General Meeting. If you are unable to attend those meetings in person, I encourage you to vote by completing your Proxy Forms and lodging them with the STG Share Registry by the due date and time specified on your Proxy Forms. Your vote is important in determining whether or not the Scheme proceeds. If the Scheme is not approved by STG Shareholders, the Scheme will not be implemented and you will not receive the Scheme Consideration. Further Information Further information in relation to the Scheme is contained in this Scheme Booklet, including reasons for your Directors' recommendation to vote in favour of the Scheme. I encourage you to read this Scheme Booklet in full before making your decision and voting at the Scheme Meetings and the General Meeting. If you have any questions in relation to this Scheme Booklet or the Scheme, you can call STG on Monday to Friday between 9.00am and 5.00pm (Sydney time), or consult your licensed financial, legal, taxation or other professional advisor. Yours sincerely, Greg Robertson Chairman Staging Connections Group Limited

12 Page 12 1 Summary of key reasons to vote on the Scheme You should read this Scheme Booklet in full before deciding how to vote. Section 6 contains a more detailed assessment of the matters which your Directors consider are important in relation to your decision whether or not to vote in favour of all resolutions to implement the Scheme. Key reasons to vote in favour of all resolutions to implement the Scheme The Scheme has been unanimously recommended by your Directors as being in the best interests of STG Shareholders in the absence of a Superior Proposal. The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal. Your Directors consider FAV's Proposal to offer the best outcome for STG Shareholders, taking into account the value and transaction certainty offered in FAV's Proposal and the possible alternatives to such an acquisition. For STG Shareholders other than EMUH, the Scheme Consideration represents an opportunity to achieve the benefits of: NAB forgoing part of its debt to the extent that as at the Implementation Date its debt exceeds the Bank Debt Extinguishment Amount (which would otherwise rank ahead of STG Shareholders) to enable a return to non-associated STG Shareholders; EMUH consenting to not exercise the Warrant which would have entitled it to increase its STG Shareholding from 20% to 49%; and EMUH deferring its rights as an STG Shareholder until the non-associated STG Shareholders have received the Minimum Price per Scheme Share. For STG Shareholders other than EMUH, the Scheme Consideration: represents a high value in the current circumstances for your STG Shares relative to the Independent Expert's assessed value of STG Shares on a controlling interest basis at $nil per STG Share; and provides timing and value certainty of cash and the opportunity to realise certain value for all of your STG Shares which may not otherwise be possible. Since the date of the Scheme Implementation Agreement, while STG has received two approaches from a third party, no Superior Proposal has emerged from those approaches or otherwise, as at the Last Practicable Date. If the Scheme does not proceed, STG Shareholders will continue to be subject to the specific risks associated with the STG Group's business (including the risks associated with the maturity of the STG Group's NAB debt facilities in September 2016) and general market risks. In addition, your Directors note that no brokerage or stamp duty is payable by you on the transfer of your STG Shares under the Scheme. Although the Scheme is recommended by your Directors in the absence of a Superior Proposal, and the Independent Expert has concluded that the Scheme is in the best interests

13 Page 13 of STG Shareholders other than EMUH in the absence of a Superior Proposal, there may be factors which may lead you to vote against the Scheme, including those set out below: Key reasons why you may choose to vote against all resolutions to implement the Scheme You may be of the opinion that the Scheme Consideration does not adequately reflect the STG Group's value. You may disagree with the recommendation of your Directors and the conclusion of the Independent Expert. You may consider that there is the potential for a Superior Proposal to be made in the foreseeable future. You may consider the terms of the Scheme or the associated commercial arrangements, including the Conditions Precedent, to be unacceptable. You may wish to maintain your current investment profile, including exposure to the business event staging sector via STG Shares, being able to participate in any potential upside that may result from being an STG Shareholder and being entitled to potential future dividend income from STG. The tax consequences of the Scheme for you may not be suitable to your financial position. Additional Transaction Costs are expected to be incurred in order to implement the Scheme.

14 Page 14 2 What are your options and what should you do? The Scheme is an "all or nothing" proposal to STG Shareholders. If all of the conditions and approvals for the Scheme are satisfied or waived (as applicable): the Scheme will bind all persons registered as STG Shareholders as at the Scheme Record Date, including those who do not vote on the Scheme and those who vote against it; and STG will become wholly owned and controlled by FAV. Conversely, if any of the conditions and approvals for the Scheme are not satisfied or waived (as applicable), STG Shareholders will retain all of their STG Shares see Section 10.1 for further information. STG Shareholders have the following options: Vote in favour of all resolutions to implement the Scheme Vote against some or all resolutions to implement the Scheme Sell your STG Shares This is the course of action unanimously recommended by your Directors in the absence of a Superior Proposal. To follow your Directors unanimous recommendation, you should vote in favour of all resolutions at the Scheme Meeting relevant to you and at the General Meeting, both to be held on 24 September For the avoidance of any doubt, the implementation of the Scheme is not contingent on the passing of the resolutions proposed at the General Meeting (as distinct from those to be proposd at the Scheme Meeting). STG Shareholders other than EMUH can vote at Scheme Meeting 1 and EMUH can vote at Scheme Meeting 2. All STG Shareholders can vote at the General Meeting. For details on how to vote, please refer to Section 3, the Notices of Scheme Meetings at Annexure E and the Notice of General Meeting at Annexure F. If, despite your Directors unanimous recommendation, you do not support the Scheme or a particular resolution to be considered at the Meetings, you may vote against some or all of the resolutions at the Meetings to be held on 24 September The existence of the Scheme does not preclude you from selling some or all of your STG Shares for cash, if you wish and are able to find a buyer (noting that STG is not listed on any stock exchange), provided you do so before 5.00pm (Sydney time) on the date of the Scheme Record Date (expected to be 12 October 2015). As at the Last Practicable Date, your Directors are not aware of any potential buyers for individual STG Shareholdings and only one trade in STG Shares have been Registered in the 6 months before the Last Practicable Date. If you are considering selling some or all of your STG Shares, you should consider and compare the price offered for your STG Shares to the Scheme Consideration. If you sell some or all of your STG Shares before the Scheme Record Date: you may receive payment (which may vary from the Scheme Consideration) for the sale of your STG Shares sooner than you would receive the Scheme Consideration under the Scheme;

15 Page 15 you may incur a brokerage charge; and you may be liable for CGT on the disposal of your STG Shares (as you may also be under the Scheme). Seek further information Do nothing If you have any questions in relation to this Scheme Booklet or the Scheme, you can call STG on Monday to Friday between 9.00am and 5.00pm (Sydney time), or consult your licensed financial, legal, taxation or other professional advisor. STG Shareholders who elect to not vote at the Scheme Meetings or the General Meeting or not sell their STG Shares will: if the Total Purchase Consideration is paid and the Scheme is implemented, have their STG Shares compulsorily transferred to FAV under the Scheme and receive the Scheme Consideration; or if the Scheme is not implemented, retain their STG Shares.

16 Page 16 3 Details of the Scheme Meetings and the General Meeting 3.1 The Scheme Meetings Scheme Meeting 1 (for STG Shareholders other than EMUH) will be held on 24 September 2015 at 10.00am (Sydney time) at Lilyfield Road, Rozelle NSW 2039, Australia. Scheme Meeting 2 (for EMUH) will be held on 24 September 2015 at 10.30am (Sydney time) (or as soon thereafter as Scheme Meeting 1 is concluded or has been adjourned) at Lilyfield Road, Rozelle NSW 2039, Australia. The Notices of Scheme Meetings are set out in Annexure E. For the Scheme to proceed, the Scheme must be approved by STG Shareholders other than EMUH at Scheme Meeting 1 and by EMUH at Scheme Meeting 2, in each case by the Requisite Majorities as set out below: approval by more than 50% of STG Shareholders present and voting at each Scheme Meeting in person or by proxy, attorney or corporate representative, unless the Court orders otherwise; and approval by at least 75% of the total number of votes cast on the Scheme Resolution at each Scheme Meeting by STG Shareholders. The Scheme is conditional on the Scheme Resolution being approved at the Scheme Meetings, Court approval and satisfaction or waiver (as applicable) of the other Conditions Precedent. If all the Conditions Precedent to the Scheme are not satisfied or waived by the End Date, then the Scheme will not proceed. 3.2 The General Meeting The General Meeting (for STG Shareholders) will be held on 24 September 2015 at 10.45am (Sydney time) (or as soon thereafter as Scheme Meeting 2 is concluded or has been adjourned) at Lilyfield Road, Rozelle NSW 2039, Australia. The Notice of General Meeting is set out in Annexure F. At the General Meeting, STG Shareholders will be asked to consider a resolution to approve benefits for certain senior managers of the STG Group that may be given subject to the Scheme becoming Effective, and a resolution to approve payment of additional non-executive directors' fees for certain Directors of STG that may be given subject to the Scheme becoming Effective. Each General Meeting Resolution must be approved by a simple majority of votes cast by STG Shareholders on the resolution in order to be passed. For the avoidance of any doubt, the passing of the resolutions proposed at the General Meeting is contingent on the passing of the Scheme Resolution at the Scheme Meetings, but the implementation of the Scheme is not contingent on the passing of the resolutions proposed at the General Meeting. If a General Meeting Resolution is not passed, then the proposed payments referred to in that resolution will not be made, regardless of whether or not the Scheme is implemented. 3.3 Exercise your vote STG Shareholders may vote by attending the Meetings in person or by proxy, attorney or, in the case of a corporation which is an STG Shareholder, by corporate representative.

17 Page Voting in person To vote in person at a Meeting, you must attend that Meeting. An STG Shareholder who wishes to attend and vote at a Meeting in person will be admitted to that Meeting and given a voting card upon disclosure of their name and address at the point of entry to that Meeting. 3.5 Voting by proxy Any STG Shareholder entitled to attend and vote at a Meeting is entitled to appoint a proxy to attend and vote instead of the STG Shareholder. If an STG Shareholder is entitled to cast 2 or more votes at a Meeting, that STG Shareholder may appoint 2 proxies. Where 2 proxies are appointed, each proxy may be appointed to represent a specified proportion or number of the STG Shareholder's voting rights. If the STG Shareholder does not specify the proportion or number of the STG Shareholder's voting rights that each proxy is to represent, each proxy will be entitled to exercise half the STG Shareholder's votes. A proxy need not be an STG Shareholder. If you wish to appoint a proxy in respect of a Meeting, you are requested to complete the personalised Proxy Form for that Meeting sent to you with this Scheme Booklet or (for Scheme Meeting 1 and the General Meeting only) lodge your proxy nomination online. Proxy Forms should be provided to the STG Share Registry in any of the following ways: (For Scheme Meeting 1 and the General Meeting only) lodge your proxy nomination online by logging on to using the holding details as shown on the Proxy Form. Select Voting and then following the relevant instructions on the website. To use the online lodgement facility, STG Shareholders will need their Holder Identifier (Securityholder Reference Number (SRN) as shown on the front of the Proxy Form); Mail your completed Proxy Forms in the enclosed reply paid envelope to: Staging Connections Group Limited, c/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia (c) (d) Faxing your completed Proxy Forms to ; or Hand deliver your completed Proxy Forms on Business Days in Sydney, Australia between 9.00am and 5.00pm (Sydney time) to the STG Share Registry at: 1A Homebush Bay Drive, Rhodes NSW 2138, Australia or Level 12, 680 George Street, Sydney NSW 2000, Australia For Scheme Meeting 1: If you are an STG Shareholder other than EMUH, to be valid, your completed Proxy Form must be received by the STG Share Registry by 10.00am (Sydney time) on 22 September 2015 (or if Scheme Meeting 1 is adjourned, at least 48 hours before the resumption of that Scheme Meeting in relation to the resumed part of that Scheme Meeting). For Scheme Meeting 2: To be valid, EMUH's completed Proxy Form must be received by the STG Share Registry by 10.30am (Sydney time) on 22 September 2015 (or if Scheme Meeting 2 is adjourned, at least 48 hours before the resumption of that Scheme Meeting in relation to the resumed part of that Scheme Meeting). For the General Meeting: If you are an STG Shareholder, to be valid, your completed Proxy Form must be received by the STG Share Registry by 10.45am (Sydney time) on 22 September 2015 (or if the General Meeting is adjourned, at least 48 hours before the resumption of that General Meeting in relation to the resumed part of that General Meeting).

18 Page 18 Please note that you can only hand deliver completed Proxy Forms on Business Days in Sydney, Australia and that post only reaches the STG Share Registry on Business Days in Sydney, Australia. A proxy will be admitted to a Meeting and given a voting card upon providing written evidence of their name and address at the point of entry to that Meeting. The return of a completed Proxy Form will not preclude an STG Shareholder from attending in person and voting at the relevant Meeting at which the STG Shareholder is entitled to attend and vote. 3.6 Voting by attorney Your attorney may attend a Meeting at which you are entitled to attend and vote, and vote on your behalf. If you wish to vote by attorney at a Meeting, you must, if you have not already presented an appropriate power of attorney to STG for notation, deliver to the STG Share Registry the original or certified copy of the power of attorney by post or by hand delivery (as per the addresses specified in Section 3.5) so that it is received by the STG Share Registry before that Meeting commences or, alternatively, it should be brought to that Meeting. Your attorney will be admitted to that Meeting and given a voting card upon providing written evidence of their appointment, their name and address and the identity of their appointer (i.e., you) at the point of entry to that Meeting. 3.7 Voting by corporate representative A corporation that is an STG Shareholder must appoint a person to act as its representative to vote at a Meeting (if it does not wish to vote by proxy or attorney). The appointment must comply with the Corporations Act. An authorised corporate representative will be admitted to that Meeting and given a voting card upon providing written evidence of their appointment including any authority under which it is signed, their name and address and the identity of their appointer at the point of entry to that Meeting. 3.8 Voting entitlement For Scheme Meeting 1: If you are an STG Shareholder other than EMUH and are registered as such on the Register at 10.00am (Sydney time) on 22 September 2015, you will be entitled to attend and vote at Scheme Meeting 1. For Scheme Meeting 2: If EMUH is registered as an STG Shareholder on the Register at 10.30am (Sydney time) on 22 September 2015, it will be entitled to attend and vote at Scheme Meeting 2. For the General Meeting: If you are an STG Shareholder and are registered as such on the Register at 10.45am (Sydney time) on 22 September 2015, you will be entitled to attend and vote at the General Meeting. Accordingly, registrable transmission applications or transfers registered after each time specified above will be disregarded in determining entitlements to vote at the corresponding Meeting. In the case of STG Shares held by joint holders, only one of the joint shareholders is entitled to vote. If more than one STG Shareholder votes in respect of jointly held STG Shares, only the vote of the STG Shareholder whose name appears first in the Register will be counted. 3.9 Further Information If you have any questions in relation to this Scheme Booklet or the Scheme, you can call STG on Monday to Friday between 9.00am and 5.00pm (Sydney time), or consult your licensed financial, legal, taxation or other professional advisor.

19 Page 19 4 Frequently Asked Questions Question Answer More Information What is the Scheme? What will I be entitled to receive if the Scheme becomes Effective? Who is entitled to receive Scheme Consideration? Why should you vote in favour of all resolutions to implement the Scheme? The Scheme is a scheme of arrangement between STG and Scheme Participants. If the Scheme becomes Effective, FAV will acquire all of the STG Shares on issue for the Total Purchase Consideration, and STG will become a wholly-owned subsidiary of FAV. If the Scheme becomes Effective, STG Shareholders will be entitled to receive the Scheme Consideration in cash for each STG Share held by them on the Scheme Record Date. STG Shareholders who hold STG Shares at the Scheme Record Date are entitled to receive the Scheme Consideration in respect of those shares. Reasons why you should vote in favour of all resolutions to be considered at the Scheme Meeting and the General Meeting include: The Scheme has been unanimously recommended by your Directors as being in the best interests of STG Shareholders in the absence of a Superior Proposal. The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal. Your Directors consider FAV's Proposal to offer the best outcome for STG Shareholders, taking into account the value and transaction certainty offered in FAV's Proposal and the possible alternatives to such an acquisition. For STG Shareholders other than EMUH, the Scheme Consideration represents an opportunity to achieve the benefits of: NAB forgoing part of its debt to the extent that as at the Implementation Date its debt exceeds the Bank Debt Extinguishment Amount (which would otherwise rank ahead of STG Shareholders) to enable a return to non-associated STG Shareholders; EMUH consenting to not exercise Section 5 contains a summary of the Scheme and a copy of the Scheme is contained in Annexure C. Section 5.1 provides further information in relation to the Scheme Consideration. See Sections 5.1 and 7.3. See Section 6.2 for further information.

20 Page 20 the Warrant which would have entitled it to increase its STG Shareholding from 20% to 49%; and EMUH deferring its rights as an STG Shareholder until the nonassociated STG Shareholders have received the Minimum Price per Scheme Share. The Scheme Consideration: represents a high value in the current circumstances for your STG Shares relative to the Independent Expert's assessed value of STG Shares on a controlling interest basis at $nil per STG Share; and provides timing and value certainty of cash and the opportunity to realise value for all of your STG Shares that may not otherwise be possible. Since the date of the Scheme Implementation Agreement, while STG has received two approaches from a third party, no Superior Proposal has emerged from those approaches or otherwise, as at the Last Practicable Date. If the Scheme does not proceed, STG Shareholders will continue to be subject to the specific risks associated with the STG Group's business (including the risks associated with the maturity of the STG Group's NAB debt facilities in September 2016) and general market risks. No brokerage or stamp duty is payable on transfer of your STG Shares under the Scheme.

21 Page 21 Why might you consider voting against any of the resolutions to implement the Scheme? Reasons why you may consider voting against all resolutions to be considered at the Scheme Meeting and the General Meeting include: You may be of the opinion that the Scheme Consideration does not adequately reflect STG's value. You may disagree with the recommendation of your Directors and the conclusion of the Independent Expert. You may consider that there is the potential for a Superior Proposal to be made in the foreseeable future. You may consider the terms of the Scheme or the associated commercial arrangements, including the Conditions Precedent, to be unacceptable. You may wish to maintain your current investment profile, including exposure to the business event staging sector via STG Shares, being able to participate in any potential upside that may result from being an STG Shareholder and being entitled to potential future dividend income from STG. The tax consequences of the Scheme for you may not be suitable to your financial position. See Section 6.3 for further information When will I receive the Scheme Consideration? The Scheme Consideration will be paid by FAV on the Implementation Date (expected to be 19 October 2015) and despatched to Scheme Participants as soon as possible after implementation of the Scheme. Scheme Participants who have validly registered their bank account details with the STG Share Registry (by 7.00pm (Sydney time) on the Scheme Record Date) will have their Scheme Consideration sent directly to their bank account. Scheme Participants who have not registered their bank account details with STG Share Registry (by 7.00pm (Sydney time) on the Scheme Record Date) will have their Scheme Consideration sent by cheque to the address shown on the Register. See clause 4.2 of the Scheme contained in Annexure C for further details.

22 Page 22 What is the STG Shareholder approval threshold? In order to become Effective, the Scheme requires the approval of STG Shareholders other than EMUH at Scheme Meeting 1 and of EMUH at Scheme Meeting 2, in each case by the Requisite Majorities as set out below. approval by more than 50% of STG Shareholders present and voting at each Scheme Meeting in person or by proxy, attorney or corporate representative, unless the Court orders otherwise; and approval by at least 75% of the total number of votes cast on the Scheme Resolution at each Scheme Meeting by STG Shareholders. Even if the Scheme is agreed to by STG Shareholders at the Scheme Meetings on 24 September 2015, the Scheme is still subject to the approval of the Court (as well as other Conditions Precedent outlined in Section 12.1). In addition, a General Meeting will be held immediately following the Scheme Meetings to consider an ordinary resolution relating to benefits to be provided to certain senior managers of the STG Group subject to the Scheme becoming Effective, and an ordinary resolution to approve additional non-executive directors' fees for certain Directors of STG that may be given subject to the Scheme becoming Effective. Each General Meeting Resolution must be approved by a simple majority of votes cast by STG Shareholders on the resolution in order to be passed. For the avoidance of any doubt, the implementation of the Scheme is not contingent on the passing of the resolutions proposed at the General Meeting. If a General Meeting Resolution is not passed, then the proposed payments referred to in that resolution will not be made, regardless of whether or not the Scheme is implemented. Section 3, the Notices of Scheme Meetings contained in Annexure E and the Notice of General Meeting contained in Annexure F set out further information on the relevant approval requirements.

23 Page 23 Are there any conditions to the Scheme? When will the Meetings be held? Am I entitled to vote at the Meetings? There are several Conditions Precedent that will need to be satisfied or waived (as applicable) before the Scheme can be implemented. In summary, as at the Last Practicable Date, the outstanding Conditions Precedent include, among others: approval of the Scheme Resolutions by STG Shareholders by the Requisite Majorities; approval by the Court; no regulatory restraints; no Material Adverse Event occurring; and no Prescribed Occurrences occurring. A list of Conditions Precedent to the Scheme is set out in Section STG intends to announce the satisfaction or waiver (as applicable) of the Conditions Precedent to the Scheme on its website ( Scheme Meeting 1 (for STG Shareholders other than EMUH) will be held on 24 September 2015 at 10.00am (Sydney time). Scheme Meeting 2 (for EMUH) will be held on 24 September 2015 at 10.30am (Sydney time) (or as soon thereafter as Scheme Meeting 1 is concluded or has been adjourned). The General Meeting (for STG Shareholders) will be held on 24 September 2015 at 10.45am (Sydney time) (or as soon thereafter as Scheme Meeting 2 is concluded or has been adjourned). If you are an STG Shareholder other than EMUH and are registered as such on the Register at 10.00am (Sydney time) on 22 September 2015, you will be entitled to attend and vote at Scheme Meeting 1. If EMUH is registered as an STG Shareholder on the Register at 10.30am (Sydney time) on 22 September 2015, it will be entitled to attend and vote at Scheme Meeting 2. If you are an STG Shareholder and are registered as such on the Register at 10.45am (Sydney time) on 22 September 2015, you will be entitled to attend and vote at the General Meeting. Section 12.1 contains further information on the Conditions Precedent to the Scheme. The Notices of Scheme Meetings contained in Annexure E set out further information on the Scheme Meetings. The Notice of General Meeting contained in Annexure F sets out further information on the General Meeting. The notices of the Meetings contained in Annexure E and Annexure F sets out further information on your entitlement to vote.

24 Page 24 How can I vote at the Meetings? You can vote at a Meeting, by attending that Meeting in person. Alternatively, you can vote by appointing a proxy or attorney to attend the relevant Meeting and vote on your behalf as follows: (For Scheme Meeting 1 and the General Meeting only) lodge your proxy nomination online by logging on to using the holding details as shown on the Proxy Form. Select 'Voting' and then following the relevant instructions on the website. To use the online lodgement facility, STG Shareholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) as shown on the front of the Proxy Form); Mail your completed Proxy Forms in the enclosed reply paid envelope to: Staging Connections Group Limited, c/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia; Faxing your completed Proxy Forms to ; or Hand deliver your completed Proxy Forms on Business Days in Sydney, Australia between 9.00am and 5.00pm (Sydney time) to the STG Share Registry at: 1A Homebush Bay Drive, Rhodes NSW 2138, Australia; or Level 12, 680 George Street, Sydney NSW 2000, Australia. For Scheme Meeting 1: If you are an STG Shareholder other than EMUH, to be valid, your completed Proxy Form must be received by the STG Share Registry by 10.00am (Sydney time) on 22 September For Scheme Meeting 2: To be valid, EMUH's completed Proxy Form must be received by the STG Share Registry by 10.30am (Sydney time) on 22 September For the General Meeting: To be valid, your completed Proxy Form must be received by the STG Share Registry by 10.45am (Sydney time) on 22 September The notices of the Meetings contained in Annexure E and Annexure F set out further information on how to vote at the relevant Meeting.

25 Page 25 When will the results of the Meetings be known? What happens to my STG Shares if I do not vote, or if I vote against the Scheme? What happens if a Competing Proposal is received? STG intends to announce the results of the Meetings to be held on 24 September 2015 on its website ( shortly after the conclusion of the General Meeting. Even if the Scheme is approved by the Requisite Majorities, the Scheme is still subject to the approval of the Court and the other Conditions Precedent set out in the Scheme Implementation Agreement and the Scheme of Arrangement. If you do not vote, or if you vote against the Scheme, and the Scheme becomes Effective and is implemented, any Scheme Shares held by you on the Scheme Record Date (expected to be 7.00pm (Sydney time) on 12 October 2015) will be transferred to FAV and you will be paid the Scheme Consideration, notwithstanding that you may not have voted or you may have voted against any of the resolutions to implement the Scheme. If a Competing Proposal is received: your Directors will carefully consider the proposal; and (if and as applicable) the Company will comply with its obligations under the Scheme Implementation Agreement in relation to the receipt of a Competing Proposal. Section 2 contains further information on the voting options of STG Shareholders. See Section 12.1 and Annexure B for further information. Will I have to pay brokerage or stamp duty? Can I sell my STG Shares now? No brokerage or stamp duty is payable by you on the transfer of your STG Shares under the Scheme. You can sell your STG Shares at any time before 5.00pm (Sydney time) on the date of the Scheme Record Date. The STG Board intends to refuse to register any transfers of STG Shares received by the STG Share Registry after 5.00pm (Sydney time) on the date of the Scheme Record Date until the Total Purchase Consideration has been paid in accordance with the Scheme. See Section 7.7 for further information. See Annexure C for further information.

26 Page 26 If the Scheme becomes Effective, how will my STG Shares be transferred? If the Scheme becomes Effective, STG will automatically have authority to transfer your STG Shares on your behalf when the Scheme is implemented, and the Scheme Consideration will then be paid to you. However, you should be aware that under the Scheme, you are deemed to have warranted to FAV and STG that (in summary): all your Scheme Shares which are transferred to FAV under the Scheme are fully paid and free from all encumbrances on the date of transfer, and you have full power and capacity to transfer your Scheme Shares to FAV. See Annexure C for further information. What are the taxation implications of the Scheme? When will the Scheme become Effective? Where can I get further information? The taxation implications of the Scheme will depend on your personal facts and circumstances. Section 11 contains the Tax Letter which provides an overview of the Australian taxation consequences for Scheme Participants. You should seek professional taxation advice with respect to your individual tax situation. Subject to the satisfaction or waiver (as applicable) of the Conditions Precedent, the Scheme will become Effective on the Effective Date (expected to be 2 October 2015) and will be implemented on the Implementation Date (expected to be 19 October 2015). If you have any questions in relation to this Scheme Booklet or the Scheme, you can call STG on Monday to Friday between 9.00am and 5.00pm (Sydney time), or consult your licensed financial, legal, taxation or other professional advisor. See Section 11 for further information. Section 7 contains further information on when the Scheme will become Effective.

27 Page 27 5 Summary of the Scheme 5.1 FAV's Proposal On 17 July 2015, STG entered into a Scheme Implementation Agreement with FAV, pursuant to which it is proposed that FAV will acquire all of the STG Shares by way of a scheme of arrangement, subject to the approval of STG Shareholders, the Court and certain other Conditions Precedent. If the Scheme is approved and becomes Effective, the Total Purchase Consideration payable by FAV for the acquisition of STG will be: $61 million, plus the sum of all available funds (if any) in the bank accounts in the name of each member of the STG Group as at 9.00am on the day which is 3 Business Days prior to the Implementation Date, up to a maximum of $1,000,000 in aggregate (Additional Purchase Consideration), such that the maximum Total Purchase Consideration payable (including any Additional Purchase Consideration) will not exceed $62,000,000. STG Shareholders (other than EMUH) who hold STG Shares at the Scheme Record Date will receive a minimum for each such STG Share (Scheme Share) of: if the Total Purchase Consideration is $61,000,000 then $ ; if the Total Purchase Consideration is greater than $61,000,000 and less than $62,000,000 then $ ((Total Purchase Consideration - $61,000,000) / 2 / 87,440,315); and (c) if the Total Purchase Consideration is $62,000,000 then $ , and the total holding of Scheme Shares for each Scheme Participant will be rounded up to the nearest whole cent (Minimum Price per Scheme Share). The Total Purchase Consideration will be applied in the following order: Component Transaction Costs Extinguishment Amount: payment of those Transaction Costs incurred by the STG Group in implementing the Scheme which remain outstanding as at the Implementation Date. Amount Up to a maximum of $3,565,000 in aggregate, including incentive payments to STG's senior managers of $928,000 in aggregate and additional non-executive Directors' fees of up to $180,000 in aggregate, in each case if all General Meeting Resolutions are passed and the Scheme becomes Effective; and $1,277,000 in break fee payable to PSAV. Non-EMUH STG Shareholder Scheme Consideration: payment of Scheme Consideration to STG Shareholders other than EMUH of the Minimum Price per Scheme Share (ie, between $ and $ ) for each STG Share held as at 7.00pm on the Scheme Record Date. Expected to be between approximately $8,114,461 (if the Total Purchase Consideration is $61,000,000) and $8,614,620 (if the Total Purchase Consideration is $62,000,000), in aggregate.

28 Page 28 Component Bank Debt Extinguishment Amount: payment of the outstanding Bank Debt owed by the STG Group to its financier, NAB, as at the Implementation Date. EMUH Scheme Consideration: (to the extent that any amount of the Total Purchase Consideration remains available after the payments referred to above) payment of Scheme Consideration to EMUH, up to a maximum of the Minimum Price per Scheme Share (ie, between $ and $ ) for each STG Share held by EMUH as at 7.00pm on the Scheme Record Date. Warrant Cancellation Fee: (to the extent that any amount of the Total Purchase Consideration remains available after the payments referred to above) payment of the Warrant Cancellation Fee to EMUH, in consideration for the cancellation and extinguishment of the Warrant held by EMUH (without the Warrant being exercised). Amount The aggregate of the Bank Debt Extinguishment Amount, the EMUH Scheme Consideration and the Warrant Cancellation Fee is expected to be at least between approximately $49,320,539 (if the Total Purchase Consideration is $61,000,000) and $49,820,380 (if the Total Purchase Consideration is $62,000,000). The maximum possible EMUH Scheme Consideration is between approximately $1,797,959 (if the Total Purchase Consideration is $61,000,000) and $1,908,781 (if the Total Purchase Consideration is $62,000,000). The EMUH Scheme Consideration and the Warrant Cancellation Fee may each be zero. 5.2 Implementation of the Scheme The proposed acquisition of STG by FAV is to be undertaken pursuant to a Court approved scheme of arrangement. A scheme of arrangement is a legal arrangement that provides an opportunity for shareholders to vote on the scheme. Approval of a share scheme of arrangement requires, in respect of each class of shareholders, a 50% majority of the number of shareholders voting, unless the Court orders otherwise, and a 75% majority of the total votes cast being in favour of the scheme of arrangement. If the requisite approval threshold by shareholders is met and the scheme is approved by the Court, the scheme binds the company and all of its shareholders upon the Court orders approving the scheme being lodged with ASIC. Section 7 sets out in detail the steps required to be taken for the approval and implementation of the Scheme. 5.3 If the Scheme is approved If the Scheme is approved by the Requisite Majorities of STG Shareholders at the Scheme Meetings and by the Court, and you are an STG Shareholder as at the Scheme Record Date, you will be considered a Scheme Participant and each of your STG Shares will be transferred to FAV under the Scheme, and FAV will provide the Total Purchase Consideration (including the Scheme Consideration), in cash, on the Implementation Date.

29 Page 29 6 Your Directors' recommendation and matters relevant to your vote on the Scheme 6.1 Recommendation Your Directors unanimously recommend that STG Shareholders vote in favour of all resolutions to implement the Scheme, at the Scheme Meetings and at the General Meeting. STG's Directors who hold or control STG Shares intend to vote those STG Shares in favour of all resolutions to implement the Scheme in the absence of a Superior Proposal. Your Directors carefully considered a range of alternatives for STG, as well as the advantages, disadvantages and risks associated with the Scheme. A detailed assessment of the matters which your Directors consider are important in relation to your decision whether or not to vote in favour of the Scheme is set out below. 6.2 Key reasons for recommending, and advantages of, FAV's Proposal The following is a discussion of the key reasons to vote in favour of the Scheme. This Section 6.2 should be read in conjunction with Section 6.3 which sets out the key reasons why you may consider voting against the Scheme, and Section 6.4 which sets out other considerations. Your Directors consider the key reasons to vote in favour of the Scheme are as follows: The Scheme has been unanimously recommended by your Directors as being in the best interests of STG Shareholders in the absence of a Superior Proposal. Your Directors: o o unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal; and if they hold STG Shares, intend to vote their STG Shares in favour of the Scheme. In reaching that conclusion, your Directors considered: o o o o o o o all of those matters explained in the Chairman's Letter forming part of this Scheme Booklet; the initiatives undertaken, and avenues considered, to date, by the STG Board and senior management to improve the Company's performance and value; the trading outlook in the STG Group's important markets and the capital expenditure needed to keep abreast of customer demands and expectations; the competitive sale process undertaken in relation to the STG Group's business involved discussions with numerous parties on a worldwide basis and, ultimately, yielded two competing binding proposals; the Independent Expert's Report and that the Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal; the STG Group's debt position and the STG Group's bank's acceptance of a reduction of that debt (which would otherwise rank ahead of STG Shareholders) to ensure some return to non-associated STG Shareholders under FAV's Proposal; the consent of EMUH, a subsidiary of STG's bank, NAB, to:

30 Page 30 not exercise the Warrant which would have entitled it to increase its STG Shareholding from 20% to 49%; and defer its rights as an STG Shareholder until the non-associated STG Shareholders have received the Minimum Price per Scheme Share; o o o the value and transaction certainty offered in FAV's Proposal, and FAV's stated intentions to take the STG Group and its business forward (see Section 9); the absence of any Superior Proposal from the date of the Scheme Implementation Agreement to the Last Practicable Date; and the continuing risks and uncertainties inherent in the business which are likely to continue if the Scheme does not proceed (see in particular Section 10). The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal. The Independent Expert has completed an independent assessment of the Scheme and has concluded that the Scheme is in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal. The Independent Expert has assessed the value of STG Shares on a controlling interest basis to be $nil per STG Share. The Independent Expert states that the Non- EMUH STG Shareholder Scheme Consideration (being, the Minimum Price per Scheme Share of between $ and $ ) is above the Independent Expert s assessed valuation for STG on a 100% controlling interest basis. Accordingly, the Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of STG Shareholders other than EMUH, in the absence of a Superior Proposal. Your Directors recommend that you read the Independent Expert's Report (in Annexure A) before attending and voting at the Meetings, or completing your personalised Proxy Forms (if you are unable to attend the Meetings in person). (c) The Scheme Consideration represents a high value in the current circumstances for your STG Shares relative to the Independent Expert's assessed value of STG Shares on a controlling interest basis at $nil per STG Share. STG was delisted from the ASX on 12 December 2011, and STG Shares have not been traded on any securities exchange since that date. As at the Last Practicable Date, your Directors are not aware of any potential buyers for individual STG Shareholdings and only one trade in STG Shares have been Registered in the 6 months before the Last Practicable Date (see Section 8.11). Under FAV's Proposal, STG Shareholders other than EMUH will receive the Minimum Price per Scheme Share (ie, between $ and $ ) as Scheme Consideration, which is higher than the Independent Expert's assessed value of STG Shares on a controlling interest basis at $nil per STG Share (see Annexure A). (d) For STG Shareholders, the Scheme Consideration provides timing and value certainty of cash and the opportunity to realise value for your STG Shares that may not otherwise be possible. The offer from FAV is a 100% cash offer. If implemented, the Scheme Consideration for STG Shareholders provides them with a high degree of certainty of value and timing and is an opportunity for STG Shareholders to realise value for their STG Shares held at the Scheme Record Date that may not otherwise be possible.

31 Page 31 The Scheme Consideration is to be paid by FAV on the Implementation Date (expected to be 19 October 2015) and despatched to Scheme Participants as soon as possible after implementation of the Scheme. By way of background to FAV's Proposal, your Directors note that: (i) (ii) (iii) (iv) (v) The challenging economic conditions which have prevailed since the global financial crisis have had a significant impact on the business events market. Consequently, STG has not been able to leverage its strong market position to achieve satisfactory financial results in this period, or to reduce the debt owed to its financier, NAB, to a level more appropriate to recent earnings. In these circumstances, the STG Board and management have been working to improve the STG Group's performance and to reduce costs and debt, including by continuing to seek additional equity investment into the STG Group from a range of sources, and initiating a sale process in relation to the STG Group's remaining businesses. That sale process involved an extensive search as well as discussions with numerous parties on a worldwide basis, many of whom executed nondisclosure agreements and were granted access to non-public information about the STG Group. FAV's Proposal arose out of that sale process, and was, ultimately, the highest binding proposal received by STG. While your Directors continue to believe in the STG Group's long-term, standalone strategic direction, and while there may be potential future value upside beyond value implied by the Total Purchase Consideration, it is reasonable to conclude that the achievement of that value is uncertain due to business and other risks that the STG Group experiences in the ordinary course. An assessment of the risks associated with the STG Group's business and the impact those risks could have on the STG Group's growth prospects are set out in Section 10 and in the Independent Expert s Report at Annexure A. In that context, your Directors believe that FAV's Proposal represents the most favourable proposal received by STG to enable: (vi) (vii) all STG Shareholders on the Scheme Record Date to realise value for their investment in STG Shares, for cash, at a clearly identifiable time, and at a premium, as outlined above; and NAB (as financier to the STG Group and as a holder of STG Shares through its nominee, EMUH) to exit its lending and investment positions in the STG Group, at a clearly identifiable time. (e) Since the date of the Scheme Implementation Agreement, no Superior Proposal has emerged as at the Last Practicable Date. Since the date of the Scheme Implementation Agreement (17 July 2015), while STG has received two approaches from a third party, no Superior Proposal has emerged from those approaches or otherwise, as at the Last Practicable Date. (f) If the Scheme does not proceed, and no Superior Proposal emerges, STG Shareholders will continue to be subject to the specific risks associated with STG s business and other general risks. As touched on at 6.2(d), if the Scheme does not proceed, the amount which STG Shareholders will be able to realise for their STG Shares in terms of price and future dividends is uncertain and will necessarily be subject to risks including those outlined in Section 10.

32 Page 32 (g) No brokerage or stamp duty is payable by you on the transfer of your STG Shares under the Scheme. You should not incur any brokerage or stamp duty on the transfer of your STG Shares to FAV pursuant to the Scheme. 6.3 Reasons why STG Shareholders may consider voting against the Scheme and disadvantages of FAV's Proposal There may be reasons which may lead you to consider voting against the Scheme, including those set out below. This Section should be read in conjunction with Section 6.2 which sets out the key reasons why you may consider voting in favour of the Scheme, and Section 6.4 which sets out other considerations. You may disagree with the recommendation of your Directors and the conclusion of the Independent Expert. You may disagree with the recommendation of your Directors and the conclusion of the Independent Expert that the Scheme is in the best interests of STG Shareholders other than EMUH in the absence of a Superior Proposal. In particular, you may be of the opinion that the Scheme Consideration does not adequately reflect the STG Group's value. For details regarding the STG Group's financial position, please refer to Section 8.5. You may consider that there is the potential for a Superior Proposal to be made in the foreseeable future. You may consider that there is a possibility that a Superior Proposal could emerge in the foreseeable future, despite: (i) (ii) (iii) no Superior Proposal having emerged since the date of the Scheme Implementation Agreement and as at the Last Practicable Date; FAV's Proposal being, ultimately, the highest binding proposal received by STG following an extensive sale process which involved discussions with numerous parties on a worldwide basis see Section 6.2(d) above; and the fact that your Directors are not presently aware of any Superior Proposal. You should also be aware that the Scheme Implementation Agreement restricts STG from: (iv) (v) (vi) soliciting, inviting, encouraging or initiating any inquiries, negotiations or discussions with a view to obtaining any expression of interest, offer or proposal in relation to a Competing Proposal; responding to enquiries or proposals or participating in negotiations or discussion with any third party relating to a Competing Proposal (however, this does not apply to the extent the Competing Proposal is, or may reasonably be expected to lead to, a Superior Proposal or STG or your Directors are required to do or refrain from doing anything that would, or would be likely to, constitute a breach of the duties of the Directors); or providing non-public information relating to any member of the STG Group to enable a Third Party to conduct due diligence on STG (however, this does not apply to the extent the Competing Proposal is, or may reasonably be expected to lead to, a Superior Proposal or STG or your Directors are required to do or refrain from doing anything that would, or would be likely to, constitute a breach of the duties of the Directors).

33 Page 33 In addition, the Scheme Implementation Agreement requires STG to notify FAV of Competing Proposals and give FAV the opportunity to exercise its right of last offer. Please refer to Section 12.1(c) for further details on these restrictions. (c) You may wish to maintain your current investment profile, including exposure to the business event staging sector via STG Shares. If the Scheme is implemented, you will no longer be an STG Shareholder. This will mean that: (i) (ii) you will not be able to participate in any potential upside that may result from being an STG Shareholder including ability to participate in STG's future financial performance or the future prospects of its ongoing business; and you will not be entitled to potential future dividend income from STG. Accordingly, you may wish to maintain your investment in STG in order to have an investment in a public company with the specific characteristics of STG in terms of industry, operational profile, size and other aspects. However, as with all investments in securities: (iii) (iv) there can be no guarantee as to the STG Group's future performance, and some of the continuing business risks are detailed at Section 10; and any future dividend payments are not certain and are subject to the performance and investment requirements of STG and the approval of your Directors noting that STG has not paid any dividends since (d) You may consider that the tax consequences of the Scheme for you may not be suitable to your financial position. If the Scheme is approved and implemented, it will potentially result in taxation consequences (including CGT) for STG Shareholders, which may not be optimal for STG Shareholders depending on their individual circumstances. The taxation implications of the Scheme will depend on your personal facts and circumstances. Section 11 contains the Tax Letter which provides an overview of the Australian taxation consequences for Scheme Participants. You should seek professional taxation advice with respect to your individual tax situation. (e) Additional Transaction Costs are expected to be incurred in order to implement the Scheme. If the Scheme is approved and implemented, it is expected that the total of all Transaction Costs will be $3,565,000 (see Section 6.4(c)). If the Scheme is not approved and implemented and if a Superior Proposal does not emerge and become effective, STG will be required to bear Transaction Costs of approximately $1,883,000 in relation to the Scheme. Accordingly, it is expected that an additional $1,682,000 in Transaction Costs will be necessary in order to facilitate sale of all Scheme Shares to FAV and implementation of the Scheme. If those additional Transaction Costs are not incurred, STG may not be able to implement the Scheme.

34 Page Other considerations If the Scheme is implemented, any outstanding Transaction Costs as at the Implementation Date will be satisfied by application of the Transaction Costs Extinguishment Amount. All or nothing proposal The Scheme is an all or nothing proposal to STG Shareholders. If all of the conditions and approvals for the Scheme are satisfied or waived (as applicable): (i) (ii) the Scheme will bind all persons registered as STG Shareholders as at the Scheme Record Date, including those who do not vote on the Scheme and those who vote against it; and STG will become wholly-owned and controlled by FAV. Conversely, if any of the conditions and approvals for the Scheme are not satisfied or waived (as applicable), STG Shareholders will retain all of their STG Shares. Conditions Precedent Implementation of the Scheme is subject to several Conditions Precedent, including those which are summarised at Section 12.1 as being outstanding as at the Last Practicable Date. If those outstanding Conditions Precedent are not satisfied or waived (as applicable), then the Scheme will not proceed (even if it has been approved by STG Shareholders and the Court) and STG Shareholders will not receive the Scheme Consideration as contemplated by the Scheme. (c) Transaction Costs The STG Group has incurred significant costs in implementing the Scheme (including in negotiations with FAV, retention of advisers, engagement of the Independent Expert and preparation of this Scheme Booklet), which the STG Group is paying as and when they fall due. Based on the Scheme being implemented, a breakdown of the items that constitute Transaction Costs and the estimated amount of each item are set out below: PSAV Break Fee (see Section 12.15(c)) $1,277,000 Incentive payments to STG senior management (see Section $928, (i)) Advisory fees and expenses $763,000 Legal Fees and expenses $270,000 Additional non-executive Directors' fees (see Section 12.8(ii)) $180,000 Registry, data room and mailing costs $47,000 Fees payable to NAB $65,000 Independent Expert's fees and expenses $35,000 Estimated total Transaction Costs $3,565,000 If the Scheme is approved and implemented, any Transaction Costs which are outstanding as at the Implementation Date will be satisfied by application of the Transaction Costs Extinguishment Amount. Even if the Scheme is not approved and implemented and if a Superior Proposal does not emerge and become effective, STG will be required to bear Transaction Costs of approximately $1,883,000 (including GST) in relation to the Scheme (it should be noted that $1,277,000 of this amount is the break fee payable to PSAV).

35 Page 35 7 Implementation of the Scheme 7.1 Background On 17 July 2015, STG entered into a Scheme Implementation Agreement with FAV, pursuant to which it is proposed that FAV will acquire all of the STG Shares by way of a scheme of arrangement, subject to the approval of STG Shareholders and certain other Conditions Precedent, including approval of the Court (detailed at Section 12.1 below). This Scheme Booklet contains important information that STG Shareholders should consider in deciding whether or not to vote in favour of the resolutions to implement the Scheme at the Meetings. STG Shareholders are encouraged to read this Scheme Booklet in its entirety. Your Directors recommend that STG Shareholders vote in favour of the Scheme in the absence of a Superior Proposal. 7.2 Overview of steps for implementing the Scheme The key steps to implementing the Scheme are: On or prior to 8.00am on 22 September 2015, each E Class Share on issue by STG will be converted into fully paid ordinary shares of STG or, in the case of unallocated E Class Shares on issue, bought back and cancelled; STG Shareholders other than EMUH will vote on whether to approve the Scheme at Scheme Meeting 1; (c) EMUH will vote on whether to approve the Scheme at Scheme Meeting 2; (d) (e) (f) (g) STG Shareholders will vote at the General Meeting on whether to approve a resolution in relation to the giving of benefits to certain senior managers of the STG Group subject to the Scheme becoming Effective, and a resolution to approve additional non-executive directors' fees for certain Directors of STG that may be given subject to the Scheme becoming Effective (for the avoidance of any doubt, the passing of the resolutions proposed at the General Meeting is contingent on the passing of the Scheme Resolution at the Scheme Meetings, but the implementation of the Scheme is not contingent on the passing of the resolutions proposed at the General Meeting); If the Requisite Majorities of STG Shareholders approve the Scheme, and all Conditions Precedent to the Scheme (other than Court approval and lodgement of the Court order with ASIC) have been satisfied or waived (as applicable), STG will apply to the Court for approval of the Scheme; If the Court approves the Scheme, STG will lodge with ASIC a copy of the Court's orders approving the Scheme the date on which this lodgement occurs will be the Effective Date for the Scheme; and On the Implementation Date: (i) (ii) the Warrant held by EMUH will be cancelled; and FAV will acquire all STG Shares and will pay the Total Purchase Consideration. These steps are discussed further below. The expected dates for the key steps are set out on page 6 of this Scheme Booklet (but those dates are indicative only and subject to change). 7.3 Total Purchase Consideration The Total Purchase Consideration payable by FAV under the Scheme for the acquisition of STG is at least $61 million, up to a maximum of $62 million, to be applied in the following order:

36 Page 36 (c) (d) (e) payment of the Transaction Costs Extinguishment Amount; payment of Scheme Consideration to STG Shareholders other than EMUH; payment of the Bank Debt Extinguishment Amount to NAB; (to the extent that any amount of the Total Purchase Consideration remains available after the payments referred to above) payment of Scheme Consideration to EMUH; and (to the extent that any amount of the Total Purchase Consideration remains available after the payments referred to above) payment of the Warrant Cancellation Fee to EMUH. Further details of how the Total Purchase Consideration is to be applied are set out in Section 5.1. As part of the Total Purchase Consideration: STG Shareholders other than EMUH will receive the Non-EMUH STG Shareholder Scheme Consideration (being, the Minimum Price per Scheme Share of between $ and $ ) for each STG Share held as at the Scheme Record Date; and EMUH will receive: (i) (ii) the EMUH Scheme Consideration (if any), being up to a maximum of the Minimum Price per Scheme Share for each STG Share held by EMUH as at the Scheme Record Date; and the Warrant Cancellation Fee (if any), in consideration for the cancellation and extinguishment of the Warrant held by EMUH (without the Warrant being exercised). If the Scheme becomes Effective, then all STG Shares will be transferred to FAV under the Scheme, and FAV will provide the Total Purchase Consideration (including the Non-EMUH STG Shareholder Scheme Consideration, the EMUH Scheme Consideration (if any) and the Warrant Cancellation Fee (if any)), in cash, on the Implementation Date. 7.4 Steps for implementing the Scheme Transaction documents STG and FAV entered into a Scheme Implementation Agreement on 17 July 2015 pursuant to which they agreed, among other things, to implement the Scheme in accordance with its terms. On 10 August 2015, STG and FAV agreed to vary the Scheme Implementation Agreement to, among other things, increase the purchase consideration payable by FAV. On 10 August 2015, FAV executed the Deed Poll under which it agreed, subject to the Scheme becoming Effective, that it would deposit the Total Purchase Consideration into account(s) nominated by STG in accordance with the terms of the Scheme and otherwise comply with its obligations under the Scheme. A copy of the Scheme Implementation Agreement (as amended) is set out in Annexure B to this Scheme Booklet. A copy of the proposed Scheme of Arrangement is set out in Annexure C. A copy of the executed Deed Poll is set out in Annexure D.

37 Page 37 Conversion / buyback of E Class Shares On or prior to 8.00am on 22 September 2015, the 12,313,606 E Class Shares on issue will be dealt with as follows: (i) (ii) (iii) The 1,549,964 E Class Shares held by Peter Barge (one of STG's Directors) but not under the STG LTIP will be converted into 1,976,995 STG Shares in accordance with the terms of their issue; The 7,965,095 E Class Shares which are allocated to certain senior managers of the STG Group under the STG LTIP will be converted into STG Shares on a one-for-one basis in accordance with the terms of their issue; and The 2,798,547 E Class Shares which are unallocated under the STG LTIP will be bought back by STG for nominal consideration and cancelled. Further information about the conversion / buyback of E Class Shares is set out in Sections 8.8 and As the conversion of E Class Shares referred to above will occur prior to the Scheme Record Date, the new STG Shares issued on such conversion will be eligible to receive the Non-EMUH STG Shareholder Scheme Consideration. (c) Scheme Meetings On 17 August 2015, the Court ordered that the Scheme Meetings be convened in accordance with the Notices of Scheme Meetings. Two Scheme Meetings are required to approve the Scheme because EMUH will be receiving different Scheme Consideration than other STG Shareholders. Therefore, EMUH will vote on the Scheme in a separate class from other STG Shareholders. If you are an STG Shareholder other than EMUH and are registered as such on the Register at 10.00am (Sydney time) on 22 September 2015, you will be entitled to attend and vote at Scheme Meeting 1 to be held on 24 September 2015 at 10.00am (Sydney time). If EMUH is registered as an STG Shareholder on the Register at 10.30am (Sydney time) on 22 September 2015, it will be entitled to attend and vote at Scheme Meeting 2 to be held on 24 September 2015 at 10.30am (Sydney time) (or as soon thereafter as Scheme Meeting 1 is concluded or has been adjourned). In order to become Effective, the Scheme requires the approval of STG Shareholders other than EMUH at Scheme Meeting 1 and of EMUH at Scheme Meeting 2, in each case by the Requisite Majorities as set out below: (i) (ii) approval by more than 50% of STG Shareholders present and voting at each Scheme Meeting in person or by proxy, attorney or corporate representative (Headcount Test); and approval by at least 75% of the total number of votes cast on the Scheme Resolution at each Scheme Meeting by STG Shareholders. If the Scheme is not approved by STG Shareholders at a Scheme Meeting by reason only of the non-satisfaction of the Headcount Test and STG considers (acting reasonably) that some abusive or improper conduct may have caused or contributed to the Headcount Test not having been satisfied, then STG must apply to the Court for the Court to exercise its discretion to disregard the Headcount Test and use its best endeavours to seek Court approval of the Scheme, notwithstanding that the Headcount Test has not been satisfied.

38 Page 38 Further details on how to vote are provided in Section 3 and in the Notices of Scheme Meetings set out in Annexure E. (d) General Meeting In addition to the Scheme Meetings, a General Meeting has been convened to consider a resolution to approve benefits for certain senior managers of the STG Group, and a resolution to approve additional non-executive Directors' fees for certain Directors of STG. Each General Meeting Resolution must be approved by a simple majority of votes cast by STG Shareholders on the resolution in order to be passed. For the avoidance of any doubt, the passing of the resolutions proposed at the General Meeting is contingent on the passing of the Scheme Resolution at the Scheme Meetings, but the implementation of the Scheme is not contingent on the passing of the resolutions proposed at the General Meeting. If a General Meeting Resolution is not passed, then the proposed payments referred to in that resolution will not be made, regardless of whether or not the Scheme is implemented. If you are an STG Shareholder and are registered as such on the Register at 10.45am (Sydney time) on 22 September 2015, you will be entitled to attend and vote at the General Meeting to be held on 24 September 2015 at 10.45am (Sydney time) (or as soon thereafter as Scheme Meeting 2 is concluded or has been adjourned). Further details on how to vote are provided in Section 3 and in the Notice of General Meeting set out in Annexure F. (e) Second Court Hearing If the Scheme is approved by the Requisite Majorities and all other Conditions Precedent are satisfied or waived (as applicable), STG will apply to the Court for orders approving the Scheme at the Second Court Hearing. The Court has broad discretion as to whether or not to approve the Scheme under section 411(4) of the Corporations Act. Any STG Shareholder, or with the Court s permission, any other interested person may appear at the Second Court Hearing in person or through counsel to support or oppose the approval by the Court of the Scheme or make representations to the Court in relation to the Scheme. (f) Lodgement of Court orders and Effective Date If the Court makes orders approving the Scheme, STG will lodge a copy of those orders with ASIC under section 411(10) of the Corporations Act. As soon as the copy of the Court orders approving the Scheme is lodged with ASIC, the Scheme will become Effective. This is expected to occur on the first Business Day after the issue of the Court orders approving the Scheme (expected to be 2 October 2015). If the Scheme becomes Effective, STG and FAV will be bound to implement the Scheme in accordance with the terms of the Scheme and the Deed Poll. (g) Scheme Record Date STG Shareholders on the Register at the Scheme Record Date (expected to be at 7.00pm on 12 October 2015, being the 5 th Business Day after the Effective Date) will become entitled to the Scheme Consideration for the STG Shares they hold at that time. For the purposes of determining entitlements to the Scheme Consideration, STG will, from the Scheme Record Date until the Scheme Consideration has been paid to Scheme Participants in accordance with the Scheme, maintain the Register in the

39 Page 39 same form as at the Scheme Record Date, which will solely determine entitlements to the Scheme Consideration. From the Scheme Record Date, each entry current on the Register will cease to be of any effect other than as evidence of entitlement to the Scheme Consideration in respect of the STG Shares relating to that entry. Any share certificates or statements of holding in respect of STG Shares shall, from the Scheme Record Date, cease to have any effect as documents of evidence of title in respect of such STG Shares. (h) Implementation Payment of Scheme Consideration If the Scheme becomes Effective, then: (i) (ii) Before 12.00pm (noon) on the Implementation Date, FAV will deposit the Total Purchase Consideration in cleared funds to account/s nominated by STG; and On the Implementation Date, subject to receipt of payment of the Total Purchase Consideration from FAV as referred to in Section 7.4(h)(i): (A) (B) STG will apply the Transaction Costs Extinguishment Amount to pay those Transaction Costs incurred by the STG Group in implementing the Scheme which remain outstanding as at the Implementation Date, up to a maximum of $3,565,000; STG will make arrangements to despatch, as soon as possible after implementation of the Scheme, the Non-EMUH STG Shareholder Scheme Consideration to STG Shareholders other than EMUH: (I) (II) if notified by the STG Shareholder on or before the Scheme Record Date - by depositing into an Australian bank account with an ADI (as defined in the Banking Act 1959 (Cth)); or in all other cases - by the despatch of a cheque to the STG Shareholder by pre-paid post to that STG Shareholder's address (as recorded in the Register as at the Scheme Record Date) for the Scheme Consideration payable to that STG Shareholder, such cheque being drawn in the name of the STG Shareholder (or in the case of joint STG Shareholders, to the joint holder whose name appears first in the Register on the Scheme Record Date); (C) (D) STG will apply the Bank Debt Extinguishment Amount for the sole purpose of satisfying the STG Group's obligation to repay the Bank Debt; and STG will pay the EMUH Scheme Consideration (if any) and the Warrant Cancellation Fee (if any) to EMUH. Subject to and simultaneously upon implementation of the Scheme, the Warrant will be cancelled, and all STG Shares will be transferred to FAV and STG will enter the name of FAV in the Register in respect of all STG Shares. 7.5 Transfer of STG Shares to FAV free from third party interests Under clause 6.4 of the Scheme of Arrangement (contained in Annexure C), each STG Shareholder on the Scheme Record Date is deemed to have warranted to FAV that all of its STG Shares will, at the time of the transfer to FAV pursuant to the Scheme, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of

40 Page 40 any kind, and that they have full power and capacity to sell and to transfer their STG Shares to FAV. 7.6 STG Board composition if the Scheme is implemented If the Scheme is implemented, it is intended that the STG Board will be reconstituted. It is for the reconstituted STG Board to determine its intentions as to the continuation of the business of STG Group and any major changes (if any) to the STG Group's business and the future employment of the present employees of STG Group. The current intentions of FAV with respect to these matters are set out in Section No brokerage or stamp duty No brokerage or stamp duty will be payable by you in relation to the Scheme Consideration or the transfer of your STG Shares to FAV under the Scheme. 7.8 Tax Implications The transfer of your STG Shares to FAV under the Scheme may have tax consequences depending on your personal facts and circumstances. A general summary of the tax implications for Australian residents is set out in the Tax Letter at Section 11. You should seek professional taxation advice regarding the individual tax consequences applicable to you. 7.9 End Date if the Scheme does not proceed If, by 31 October 2015 (or such later date that STG and FAV agree in writing) (End Date): a Condition Precedent set out in clause 3.1 of the Scheme Implementation Agreement which is expressed to be solely or jointly for a party s benefit will not be waived and cannot be satisfied, then that party can terminate the Scheme Implementation Agreement if there has been no failure by such terminating party to comply with its obligations under the Scheme Implementation Agreement that directly and materially contributed to the Condition Precedent not being satisfied; or the Scheme has not become Effective; then either STG or FAV can terminate the Scheme Implementation Agreement. If the Scheme Implementation Agreement is terminated (whether in the manner described above or otherwise), the Scheme will not proceed.

41 Page 41 8 Information about STG Group 8.1 Background The STG Group is a market leading Australian based venue services and exhibition business and integrated event services provider. Founded in 1981, the STG Group has grown steadily from a single business in Sydney to a national network and finally to an international business with approximately 800 skilled event specialists operating from locations throughout Australia, New Zealand, the Pacific, China and Singapore. The STG Group's businesses provide a range of services through two core service offerings: Event services The STG Group provides a complete event management solution spanning audio visual, styling and theming, set design and multimedia content through to digital event services. Exhibitions The STG Group is a professional exhibition organiser via its Exhibitions & Trade Fairs business, with a current portfolio which includes 13 events with a range of annual, biennial and triennial events. 8.2 Directors and Company Secretary The Directors and Company Secretary as at the Last Practicable Date are: (c) (d) (e) (f) Greg Robertson (Chairman and Non-executive Director) Tony Chamberlain (Managing Director) John Murphy (Non-executive Director) Peter Barge (Non-executive Director) Bryan Waters (Non-executive Director) Malcolm Craig (Company Secretary) 8.3 Senior management The STG Group's senior management team includes: Tony Chamberlain (Managing Director) Malcolm Craig (Chief Financial Officer) annual report On 24 September 2014, STG lodged a copy of the 2014 STG Annual Report for the financial year ended 30 June 2014 with ASIC. The 2014 STG Annual Report contains detailed information about the STG Group s assets, business and operations, structure and shareholders profile. It also includes a copy of the audited consolidated financial statements of the STG Group for the financial year ended 30 June Any STG Shareholder who would like a copy of the 2014 STG Annual Report can call STG on Monday to Friday between 9.00am and 5.00pm (Sydney time), and a copy will be sent to them free of charge.

42 Page STG Group historical financial information The summary financial information below is intended to provide a high level overview of the STG Group s historical financial position and has been extracted from the following financial reports: (i) the audited financial report of the STG Group for the 12 months ended 30 June 2013; (ii) the management accounts of the STG Group for the 6 months ended 31 December 2013; (iii) the audited financial report of the STG Group for the 12 months ended 30 June 2014; and (iv) the management accounts of the STG Group for the 6 months ended 31 December The financial information contained in this Section has been presented in abbreviated form. It does not contain all the disclosures usually provided in an annual financial report prepared in accordance with the Corporations Act. Notes to, and forming part of, the audited consolidated financial statements are set out in the 2013 STG Annual Report for the financial year ended 30 June 2013 and the 2014 STG Annual Report for the financial year ended 30 June Abbreviated Consolidated Income Statement 6 months ended 31 December 2014 $'m 12 months ended 30 June 2014 (audited) $'m 6 months ended 31 December 2013 $'m 12 months ended 30 June 2013 (audited) $'m Revenue EBITDA (exc non trading/one off) EBITA (exc non trading/one off) 1.5 (2.5) Non trading/one off (0.1) 0.1 (0.7) (1.9) Amortisation (0.5) (1.1) (0.4) (0.8) Finance costs (1.6) (3.5) (1.8) (5.2) Profit (loss) before tax from continuing operations (0.7) (7.0) (1.7) (4.2) Income tax (expense) benefit (0.2) (0.1) (0.2) 0.5 Profit (loss) after tax from continuing operations (0.9) (7.1) (1.9) (3.7) Profit (loss) from discontinued operations 0.0 (4.3) (4.3) 1.7 (Loss) for the year (0.9) (11.4) (6.2) (2.0)

43 Page 43 (c) Abbreviated Consolidated Balance Sheet As at 31 December 2014 $'m As at 30 June 2014 (audited) $'m As at 31 December 2013 $'m As at 30 June 2013 (audited) $'m Cash Receivables Receivable - proceeds from disposal of discontinued operations Other current assets Total current assets Property plant & equipment Intangible assets Deferred tax asset Total non current assets Total assets Trade and other payables Provisions Current tax liabilities Borrowings Total current liabilities Provisions Borrowings Total current liabilities Total liabilities Net assets Contributed equity Reserves (2.3) (3.9) (4.7) (5.0) Accumulated losses (179.7) (178.7) (170.7) (163.8) Minority interest Total equity

44 Page 44 (d) Abbreviated Consolidated Statement of Cash Flows 6 months ended 31 December 2014 $'m 12 months ended 30 June 2014 (audited) $'m 6 months ended 31 December 2013 $'m 12 months ended 30 June 2013 (audited) $'m Net cash from trading Net interest paid (1.6) (3.5) (1.8) (5.2) Tax paid (0.2) (0.4) (0.2) (0.1) Cashflow from operations Net non current asset purchases (2.9) (8.4) (5.2) (8.9) Proceeds from disposal discontinued operations Cashflow from investing (2.9) 0.7 (5.2) (8.9) Net proceeds from (repayment of) borrowings 0.1 (8.8) Conversion of overdraft to bank bill Net proceeds from (repayment of) hire purchase (0.7) Dividends to minority interests (1.8) Cashflow from financing 0.1 (8.1) Net cashflow 1.8 (5.1) (2.4) Material changes to financial position of STG Group Within the knowledge of the Directors and other than as disclosed in this Scheme Booklet, the financial position of the STG Group has not materially changed since 30 June 2014, being the date of the balance sheet included in the 2014 STG Annual Report. 8.7 Bank Debt and Warrant The STG Group currently has the following major debt facilities with the National Australia Bank Limited (NAB): Facility Bank bills Hire purchase facility Overdraft facility Facility limit from October 2015 onwards A$36.36 million A$4.5 million A$7.5 million In 2013, the STG Group implemented a capital restructure which resulted in a $20 million reduction to the debt owed by the STG Group to NAB, and the issue to NAB's nominee, EMUH, of 19,374,556 STG Shares and a warrant to subscribe for up to 55,084,500 new STG Shares (Warrant). If the Scheme becomes Effective, then out of the Total Purchase Consideration payable by FAV on the Implementation Date: the Bank Debt Extinguishment Amount will be applied to repayment of the outstanding Bank Debt owed by the STG Group to NAB; and EMUH will receive:

45 Page 45 (i) (ii) the EMUH Scheme Consideration (if any), being up to a maximum of the Minimum Price per Scheme Share for each STG Share held by EMUH as at the Scheme Record Date; and the Warrant Cancellation Fee (if any), in consideration for the cancellation and extinguishment of the Warrant held by EMUH (without the Warrant being exercised). Further information about the application of the Total Purchase Consideration is set out in Section 5.1. If the Scheme does not become Effective, EMUH will continue to hold its STG Shares and the Warrant, and the NAB debt facilities will mature in September In the absence of access to a substantial new source of funding (with a capital raising of the order of the magnitude required to repay the NAB debt facilities being considered by the STG Board as a very challenging alternative), the STG Group will seek a continuation of those debt facilities (including by way of refinancing with NAB or other lenders), which will require the STG Group to demonstrate, at the relevant time, its ability to service and amortise those facilities. While the STG Board and management have worked closely with NAB and NAB has been supportive to date, there is no certainty that that will continue if the Scheme does not become Effective and, as such, the non-implementation of the Scheme may have a materially negative impact on the prospects for STG Shareholders to recover value from their STG Shares. 8.8 Capital structure STG Shares As at the Last Practicable Date, STG had on issue 96,872,781 STG Shares. On or prior to 8.00am on 22 September 2015, STG expects to issue an additional 9,942,090 new STG Shares on conversion of certain of the E Class Shares. Accordingly, as at the Scheme Record Date, STG expects to have on issue 106,814,871 STG Shares. STG is prohibited from issuing any new STG Shares other than as specified above prior to implementation of the Scheme. E Class Shares As at the Last Practicable Date, STG had on issue 12,313,606 E Class Shares, of which: (i) 1,549,964 E Class Shares are held by Peter Barge (one of STG's Directors) but not under the STG LTIP. These E Class Shares will be converted into 1,976,995 STG Shares in accordance with the terms of their issue on or prior to 8.00am on 22 September (ii) 7,965,095 E Class Shares are allocated to certain senior managers of the STG Group under the STG LTIP, which are held as set out in Section On or prior to 8.00am on 22 September 2015, these E Class Shares will be converted into STG Shares on a one-for-one basis in accordance with the terms of their issue. (iii) 2,798,547 E Class Shares are unallocated under the STG LTIP. On or prior to 8.00am on 22 September 2015, these E Class Shares will be bought back by STG and cancelled.

46 Page 46 Accordingly, as at the Scheme Record Date, STG expects to have no E Class Shares on issue. FAV's Proposal to acquire all STG Shares for the Total Purchase Consideration extends to the 9,942,090 new STG Shares which will be issued on conversion of E Class Shares as referred to above. Further information about the conversion / buyback of E Class Shares is set out in Sections 7.4 and (c) Warrant As at the Last Practicable Date, STG had on issue a warrant to subscribe for up to 55,084,500 new STG Shares (i.e., the Warrant held by EMUH). It is proposed that the Warrant will be cancelled and extinguished (without having been exercised) on the Implementation Date, with EMUH to receive the Warrant Cancellation Fee (if any). Further information about the cancellation and extinguishment of the Warrant is set out in Sections 7.4(h) and Top 20 STG Shareholders As at 30 June 2015, the top 20 STG Shareholders in the STG Share Register held 88,209,661 STG Shares, equivalent to approximately 91.06% of all issued STG Shares Substantial STG Shareholders As at the Last Practicable Date, the only substantial STG Shareholders (as separately advised by the STG Shareholders) and their interests in STG were: STG Shareholder STG Shares % of STG Shares MGB Equity Growth Pty Ltd 26,370, % Equity Management Unit Holdings Pty Ltd 19,374, % Investec Wentworth Private Equity Limited 10,805, % IWPE Nominees Pty Limited 10,805, % Ponite Pty Limited 7,966, % STG has relied on substantial holder notices provided to it up to the Last Practicable Date to compile the above table. Information in regard to substantial holdings arising, changing or increasing after this time is not included above Recent trading in STG Shares The STG Share Registry recorded the following transfers of STG Shares which occurred during the 6 months up to and including the Last Practicable Date: Date of sale Number of STG Shares sold Sale price per STG Share 3 June ,227 Unknown not stated on share transfer form.

47 Page 47 9 Information about FAV Group This Section 9 has been prepared by FAV, and FAV is solely responsible for its accuracy. 9.1 Overview of the FAV Group As the largest provider in North America for audio visual event solutions, the FAV Group has one of the industry s most comprehensive suites of people, products, services and solutions available from a single-source provider. With over 38 years of experience, the FAV Group operates throughout North American with offices in 27 cities, in-house expertise in over 300 hotels, including Mexico and Canada, and utilizes a vast network of global partnerships to meet customer needs. The FAV Group employs over 3100 employees in North America. The FAV Group includes Freeman AV, Freeman AV Canada, Encore Event Technologies, Stage Rigging and Alford Media. FAV is a Freeman Company. Freeman has been a leading global provider of integrated brand experiences since A family and employee-owned company headquartered in Dallas, Texas, with more than 70 offices in North America and UK, Freeman provides integrated event services; producing more than 4,300 expositions annually, including 135 of the 250 largest U.S. trade shows, and 11,000 other events worldwide. Ownership of FAV FAV is part of the Freeman Company and is ultimately 100% owned by Freeman Decorating Co., an Iowa Corporation (Freeman). FAV owns 100% of Alford Media Services, Inc., Encore Event Technologies, Inc., and Freeman Audio Visual Canada. Freeman is a privately held company which is owned by members of the Freeman family and its almost 6,000 full-time employee-owners. Freeman had consolidated annual revenues of US$1.9 billion in FY2014 and holds the highest possible Dun & Bradstreet rating available. Directors of FAV The directors of FAV as at the Last Practicable Date are: Joseph V. Popolo, Jr. (Director & Chairman) Carrie Freeman Parsons (Director and Vice Chair) Kenneth R. Sanders (Director & President) Edmund A. Eisenberg (Non-Executive Director) Robert W. Priest-Heck (Non-Executive Director) Albert E. Chew, III (Non-Executive Director) Julio Ramirez (Director & EVP, CFO & Treasurer) John Kennedy (Director & EVP, COO) William E. Dayton (Non-Executive Director) Michelle Johnson (Director & SVP, CIO) Ron Graham (Director & EVP, Sales)

48 Page Rationale for FAV's proposed acquisition of STG FAV believes that the acquisition of STG will enhance FAV s global presence and allow FAV to expand its services to existing and new customers in the Asia Pacific region. Freeman has been working with STG in Australia over several years and has been impressed with STG s people, their knowledge of the ANZPAC market, the strength of the organization, and its commitment to quality. FAV considers STG s customer service and employee focused culture to be a great cultural fit with FAV. FAV also expects to be able to extract synergies by acquiring STG, although there are uncertainties as to the likelihood and quantum of such synergies. 9.3 FAV's intentions if the Scheme is implemented If the Scheme is implemented, FAV will become the holder of all STG Shares and, accordingly, STG will become a wholly-owned subsidiary of FAV. This Section 9.3 sets out the present intentions of FAV in relation to the continuation of the STG Group's business, any major changes to the STG Group's business, the future employment of present employees of the STG Group and any redeployment of the fixed assets of the STG Group, in each case, if the Scheme is implemented. The intentions set out in this Section 9.3 have been formed on the basis of facts and information concerning the STG Group and the general business environment which is known to FAV as at the Last Practicable Date. Final decisions on these matters will only be made by FAV in light of all material facts and circumstances at the relevant time. Accordingly, the statements set out in this Section 9.3 are statements of current intention only, which may change as new information becomes available or as circumstances change, and the statements in this Section 9.3 should be read in that context. Operational and strategic review FAV intends to proceed, through its nominees on the STG Board, with a detailed review of STG's assets, strategy and operations in the light of the more detailed information then available to it. It is anticipated that this review will take approximately three months. The review will pay particular attention to: (i) (ii) (iii) (iv) (v) (vi) areas where FAV can add value to STG through its stronger balance sheet and access to capital; review of management and operations, including a review of head office locations; potential synergies and cost savings, including overheads, directors fees, insurances, professional advisory fees, workshop arrangements and other synergistic operational costs; STG's current financing arrangements and future funding requirements to determine the optimal capital structure. STG's need for additional capital, either in the form of debt or equity will be assessed, including FAV's ability to provide STG with such capital; opportunities to expand, improve, or consolidate STG's operations; and external commercial relationships with service providers and combined purchasing power. Board composition All of the existing Directors of STG will be replaced with nominees of FAV and consequential changes will also be made to the boards of STG's Subsidiaries. FAV

49 Page 49 has not yet identified these nominees and their identity will depend on the circumstances at the relevant time. (c) Employees and management It is FAV's present intention to retain the management personnel of STG in roles appropriate to their skills, expertise, performance and strategic fit. As a result of the implementation of the above intentions, it is possible that certain head office functions in the various operations of STG will become redundant. While some job losses may occur as a result, the incidence, extent and timing of such job losses cannot be predicted in advance and will depend on the outcome of the strategic review. If redundancies do occur, STG may seek to find new roles for such employees. If that is not feasible, the relevant employees will receive benefits in accordance with their contractual and other legal entitlements. It is intended that the terms of employment of the members of the senior management team who remain with STG after the Scheme becomes Effective will remain substantially the same as their existing employment terms, other than the introduction of alternate remuneration to compensate for the removal of senior management's existing rights to participate in the current short term incentive and long terms incentive plans in subsequent financial years. 9.4 FAV's funding arrangements If the Scheme becomes Effective, FAV will pay, or procure the provision of, the Total Purchase Consideration in accordance with the Scheme Implementation Agreement, the Scheme of Arrangement and the Deed Poll. The maximum amount of cash that FAV will be required to pay under the Scheme as Total Purchase Consideration is $62,000,000. Further information about the Total Purchase Consideration is set out in Section 5.1. On 10 August 2015, FAV executed the Deed Poll under which it agreed, subject to the Scheme becoming Effective, that it would deposit the Total Purchase Consideration into account(s) nominated by STG in accordance with the terms of the Scheme and otherwise comply with its obligations under the Scheme. A copy of the Deed Poll is contained in Annexure D. FAV will fund the Total Purchase Consideration from cash reserves. Accordingly, if the Scheme is implemented, FAV will have, on the Implementation Date, sufficient cash funds to pay the Total Purchase Consideration (including the Scheme Consideration) in full. 9.5 Additional information FAV's interest in STG Shares As at the date of this Scheme Booklet, FAV and its Associates do not have a relevant interest in any STG Shares and, accordingly, have no voting power in STG. No acquisitions of STG equity securities During the period of 4 months prior to the date of this Scheme Booklet, neither FAV nor any of its Associates has provided, or agreed to provide, consideration for STG equity securities under either a purchase agreement or other agreement, other than the agreements under the Scheme Implementation Agreement, the Scheme of Arrangement and the Deed Poll to pay the Total Purchase Consideration.

50 Page 50 (c) No pre-scheme benefits During the period of 4 months prior to the date of this Scheme Booklet, neither FAV nor any of its Associates gave or offered or agreed to give a benefit to another person which is likely to induce the other person, or an Associate of the other person, to: (i) (ii) vote in favour of the Scheme; or dispose of STG Shares, other than the agreements under the Scheme Implementation Agreement, the Scheme of Arrangement and the Deed Poll to pay the Total Purchase Consideration. 9.6 No other material information Other than as disclosed in this Scheme Booklet, there is no other information that is material to the making of a decision in relation to the Scheme, being information that is within the knowledge of any director of FAV, at the Last Practicable Date, which has not previously been disclosed to STG Shareholders.

51 Page Consequences and risks associated with the STG Group if the Scheme is not implemented 10.1 Consequences of not implementing the Scheme If the Scheme is not implemented: (c) (d) (e) (f) (g) (h) (i) (j) In the absence of any Competing Proposal, STG will continue to operate as a standalone entity. Your Directors intend to operate the STG Group's business in the ordinary course, which includes reviewing the strategy and operations of the STG Group in accordance with usual responsibilities. STG Shareholders will retain their STG Shares as they will not be acquired by FAV for the Total Purchase Consideration. STG Shareholders will continue to participate in the benefits of, and be exposed to the risks associated with an investment in STG. STG Shareholders will not receive the Scheme Consideration. The STG Group will need to refinance or raise sufficient capital to repay the NAB debt facilities which mature in September This is likely to be very challenging for the STG Group. The STG Board and senior management of STG will comprise the persons listed in Section 8, subject to retention risk as described in Section 10.3(l) below. Decisions in relation to the future of the STG Group will continue to be taken by the STG Board. STG anticipates that it will continue to operate the STG Group in its current form. The advantages of the Scheme as outlined in Section 6.2 will not be realised and the disadvantages of the Scheme described in Section 6.3 need not be considered. STG will continue to explore options to maximise shareholder value and reduce group indebtedness as described in the Chairman's Letter. If the Scheme does not proceed, the STG Group will continue to be subject to a number of risks and uncertainties, which are both specific to the STG Group and of a more general nature, and which may affect the future operating and financial performance of the STG Group and the value of STG Shares. These risks will only continue to be relevant to STG Shareholders if the Scheme does not proceed and STG Shareholders retain their current investment in STG, and may be relevant to the decision by STG Shareholders as to whether or not to vote in favour of the Scheme. If the Scheme proceeds and STG Shareholders receive the Scheme Consideration in exchange for their STG Shares, they will no longer be exposed to these risks, as they will cease to be STG Shareholders. The outline of the risks in this Section 10 is a summary only and should not be considered exhaustive. Additional risks and uncertainties not currently known to the STG Group may have a material adverse effect on the STG Group's business and the information set out below does not purport to be, nor should it be construed as representing, an exhaustive list of the risks that may affect the STG Group. In deciding whether to vote in favour of the Scheme, you should carefully consider the following risk factors. These risk factors do not take into account the individual investment objectives, financial situation, position or particular needs of STG Shareholders.

52 Page General economic risks (c) Economic conditions: The performance of the STG Group may be significantly affected by changes in economic conditions. Profitability of the STG Group's business may be affected by a reduction in consumer demand. Geo-political factors: The STG Group may be affected by the impact that geo-political factors have on the world or Australian economy or on financial markets and investments generally or specifically. This may include wars in the Middle East, terrorist type activities and governmental responses to such activities. Government policies & legislation: The STG Group may be affected by changes to government policies and legislation, including those relating to the defence and homeland security sectors, the environment, taxation, the regulation of trade practices and competition Specific risks relating to the STG Group Industry downturn The STG Group's financial performance is sensitive to the level of activity in a number of sectors, in particular the corporate, hospitality, sporting and entertainment sectors as well as the infrastructure development of hotels and future convention and exhibition centres worldwide. The level of activity in these industries is sensitive to factors beyond the control of the STG Group, including activity in other industries domestically and globally and other economic factors. The STG Group is unable to predict the timing, extent or duration of the activity cycles in the industries in which it operates. Any prolonged slowdown in these industries may have a material adverse effect on the STG Group's financial performance, financial position, cash flows, distributions and growth prospects. Fixed cost structure and capital expenditure The STG Group has a fixed cost structure requiring ongoing capital expenditure to ensure it can meet the STG Group's operational needs. Management of capital expenditure requirements is a key part of the STG Group's day-to-day business operations. If the STG Group misjudges the timing and size of the capital expenditure requirements of the business, if there is a delay in the commencement of a client s projects or slower than expected progress, or if there is an operational failure requiring unplanned capital expenditure, the financial performance, financial position, cash flows, distributions and growth prospects may be materially adversely affected. (c) Integration of acquisitions The STG Group has experienced growth through the acquisition and integration of a number of businesses. There is a risk that the STG Group may not be able to successfully sustain the integration of acquired businesses to date or other businesses that may be acquired in coming financial periods, or realise expected benefits from these acquisitions, noting that the STG Group does not currently have capital available for future acquisitions. (d) Growth prospects and managing growth The sustainability of growth and the level of profit margins from operations are dependent on a number of factors, some of which are outside of the STG Group's control. While the STG Group's diversification across a number of services and market sectors should assist in reducing the impact of short-term margin pressures that occur due to competitive pressure or other market factors, there is no assurance of future operating results of the STG Group, and different factors may have a material adverse effect on the STG Group's financial performance, financial position, cash flows, distributions and growth prospects.

53 Page 53 The growth of the STG Group and its revenue and profitability is also, to a certain extent, dependent upon organic growth and further acquisitions. To manage growth, the STG Group must ensure that its management, operational and financial systems, procedures and controls are appropriate and recruit, manage, retain and train its employees. New management is experienced in managing such processes and has been successful in integrating and improving the performance of acquisitions and managing ongoing organic expansion. (e) Competition The STG Group's financial performance is sensitive to the level of competition in the markets in which it operates. Although the STG Group has several long-term contracts in relation to its venues business, the STG Group also operates in markets which mainly involve many short-term hires, with established competitors and no assurance can be given that the actions of existing or potential competitors will not have a material adverse effect on the STG Group's ability to implement its plans and on the STG Group's business, results of operations or financial position. The actions of an existing competitor or the entry of a new competitor nationally or internationally in one of the segments in which the STG Group operates could result in reduced operating margins, price reductions, under-utilisation of assets and loss of market share. Any of these occurrences could have a material adverse effect on the STG Group's financial performance, financial position, cash flows, distributions and growth prospects. Despite the STG Group's ability to compete effectively in its market and current leading market position, there can be no assurance that new competitors will not enter the market, that the STG Group will maintain its market position or that its existing contracts with customers (regardless of their duration) will be renewed. (f) Operational risk The STG Group relies on its high quality inventory of hire equipment and information technology. There is a risk that if a proportion of equipment in the STG Group's hire equipment were unable to operate at one time, there may be a significant impact on the STG Group's financial performance, financial position, cash flows, distributions and growth prospects. (g) Obsolescence risk The STG Group's business is dependent on the ongoing maintenance of its inventory of hire equipment to allow the STG Group to offer a viable service. The performance of the STG Group's inventory of hire equipment is very important to the STG Group's reputation, its ability to attract customers and ability to achieve overall market acceptance of its services. Hire equipment may become obsolete when the technology on which the equipment is based changes rapidly. In the last decade, hire equipment used by the STG Group has increasingly incorporated a high level of electronic components. These components continue to develop rapidly, making some equipment technically obsolete after a relatively short period of time. There is a risk that rapid changes in technology may make a portion of the STG Group s hire equipment technically obsolete. Under these circumstances, this equipment may still be used in the STG Group's operations, but is likely to be less sought after by its customers. If the STG Group does not continue to invest in new technologies as they are developed, its reputation in the market will be affected. The STG Group makes informed choices about the technology that it employs in the business by ensuring that personnel charged with making decisions about technology remain up to date with industry and market trends in new technologies. (h) Systems/technology risk The STG Group relies heavily on a range of information technology systems. If these systems are not integrated effectively, maintained or updated adequately, or the STG

54 Page 54 Group's disaster recovery processes are not adequate, then a failure of the STG Group's information technology systems could have a materially adverse impact on the STG Group s financial performance, financial position, cash flows, distributions and growth prospects. The STG Group has explored, and will continue to consider, the introduction of new technologies into its businesses in order to improve its business and to undertake its business more efficiently and effectively. (i) Insurance risk The STG Group holds comprehensive insurance cover with insured limits reflecting the level of insurance cover customarily carried for event staging and equipment hire companies of the STG Group's size and nature. However, there are certain types of losses that are generally not insured or that are insured subject to large deductibles. Exposure to uninsured risks may have a material adverse effect on the STG Group's financial performance, financial position, cash flows, distributions and growth prospects. (j) Litigation risk Legal and other claims or disputes may arise from time to time in the ordinary course of the STG Group's operations. They may relate to matters concerning payment made to or by the STG Group where disputes have arisen over the past, present or future use of intellectual property by the STG Group and/or its customers. There can be no assurance that any such legal dispute or claim, successfully made out against the STG Group, will be covered by the STG Group's insurance cover. Any legal dispute or claim may have a material adverse effect on the STG Group's financial performance, financial position, cash flows, distributions and growth prospects. Wherever commercially possible, the STG Group minimises this risk with appropriate limitation of its liability, commensurate with the scope of the services delivered to its clients. (k) Key relationship breakdown The STG Group relies on relationships with a number of clients, for example its preferred supplier status with many customers, in order to maintain and grow its operations. With markets mainly involving short-term hires, the STG Group's longterm venue relationships remain important to the STG Group's business and, accordingly, the deterioration of any of those key relationships and/or the loss or nonrenewal of existing contracts could have a material adverse effect on the STG Group's financial performance, financial position, cash flows, distributions and growth prospects. (l) Key personnel risk Whilst the STG Group endeavours to retain key employees and to recruit new personnel as the need arises, the loss of key personnel or the inability to recruit qualified staff may adversely affect the STG Group's financial performance, financial position, cash flows, distributions and growth prospects. The STG Group reduces the ability of key employees to compete with the STG Group through the use of restraint provisions in the relevant employees employment contracts. It also has operating systems in place that are not reliant on any individual continuing to be involved in the STG Group's operations. Selected senior management are eligible to participate in an incentive plan designed to align their interests with the STG Group. However, there is no assurance that: (i) senior management will remain with the STG Group or that the equity incentives will ensure their continued employment with the STG Group

55 Page 55 (particularly if the Scheme does not become Effective and there is no Competing Proposal); or (ii) any of them may not, after the expiry of any relevant restraint provisions, seek to compete with the STG Group. (m) Compliance with debt amortisation requirements, access to finance and increases in interest rates The STG Group's interest payments for part of its debt facilities will increase if interest rates increase. In addition, the STG Group's continued ability to effectively comply with its debt amortisation obligations and pursue its development strategy over time may depend in part on its ability to raise additional funds. If the Scheme does not become Effective, EMUH will continue to hold its STG Shares and the Warrant, and the NAB debt facilities will mature in September In the absence of access to a substantial new source of funding (with a capital raising of the order of the magnitude required to repay the NAB senior debt facilities being considered by the STG Board as a very challenging alternative), the STG Group will seek a continuation of those debt facilities (including by way of refinancing with NAB or other lenders), which will require the STG Group to demonstrate, at the relevant time, its ability to service and amortise those facilities. While the STG Board and management have worked closely with NAB and NAB has been supportive to date, there is no certainty that that will continue if the Scheme does not become Effective and, as such, the non-implementation of the Scheme may have a materially negative impact on the prospects for STG Shareholders to recover value from their STG Shares.

56 Page Taxation implications for STG Shareholders Level 25, 1 O'Connell Street Sydney NSW 2000 Australia GPO Box 3909 Sydney NSW 2001 DX 69 Sydney T F Our ref DRZ:HHJ: August 2015 The Directors Staging Connections Group Limited Lilyfield Road ROZELLE NSW 2039 Dear Directors Proposed Scheme of Arrangement Overview of Australian Taxation Consequences for Staging Connections Group Limited Shareholders 1. Introduction We have been instructed to prepare this letter outlining the general Australian taxation and stamp duty consequences for Scheme Participants if the Scheme is implemented. This letter is to be included in the Scheme Booklet to be issued by Staging Connections Group Limited on or about the date of this letter and should be read in conjunction with the remainder of the Scheme Booklet. Unless otherwise defined, capitalised terms used in this letter have the same meaning as defined terms in the Scheme Booklet. 2. Purpose The purpose of this letter is to provide a general overview of the potential Australian income tax, Australian Goods and Services Tax (GST) and State and Territorial stamp duty implications applicable to prescribed categories of Scheme Participants under the Scheme. This letter assumes the facts and circumstances as set out in the Scheme Booklet and is based on the tax law, applicable case law and published Australian Tax Office (ATO) rulings, determinations and administrative practice current at the date of this letter. Any changes in tax law or interpretation of the tax law subsequent to the date of this letter may alter the information contained in this letter.

57 Page 57 This letter is not intended to provide an exhaustive or definitive statement as to all the possible tax outcomes for Scheme Participants. 3. Not advice The information contained in this letter is general in nature and should not be relied upon by Scheme Participants as legal or taxation advice. Scheme Participants should obtain their own independent professional advice on the tax consequences the Scheme will have for them. This letter is not intended to be an authoritative or complete statement of the Australian income tax law (in particular, the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth), collectively referred to as the Tax Act), GST Law or stamp duty law applicable to the specific circumstances of every Scheme Participant. This letter does not constitute financial product advice as defined in the Corporations Act. This letter is confined to general taxation issues and is only one of the matters STG and Scheme Participants should consider when making a decision about their investments. Scheme Participants should consider taking advice from a licensed adviser before making a decision about investments. Thomson Geer is not required to hold an Australian Financial Services Licence under the Corporations Act to provide STG with this letter. 4. Scope Except where expressly indicated, the information contained in this letter is directed towards Australian resident Scheme Participants who hold their Scheme Shares on capital account for income tax purposes. We have provided a general outline of the Australian tax consequences for these Scheme Participants arising from the disposal of their Scheme Shares to FAV. This letter does not consider the taxation consequences for Scheme Participants that may be subject to other specific taxation provisions, such as Scheme Participants who: hold their Scheme Shares on revenue account or as trading stock; are financial institutions, insurance companies, partnerships, tax exempt organizations, trusts (except where expressly stated), superannuation funds (except where expressly stated) or temporary residents; are subject to the taxation of financial arrangement rules contained in Division 230 of the Tax Act in relation to gains and losses on their Scheme Shares; are Australian tax residents holding their Scheme Shares as part of an enterprise carried on, at, or through a permanent establishment in a foreign country; and acquired Scheme Shares, or have entitlements in respect of Scheme Shares, under executive or employee share acquisition or performance plans. 5. Australian income tax implications of disposal The income tax implications for Australian tax resident and non-resident Scheme Participants are outlined below. a. Australian tax residents i. Capital Gains Tax If the Scheme is implemented, FAV will acquire 100% of the issued capital in STG.

58 Page 58 A Capital Gains Tax event (CGT event A1) should occur for Scheme Participants when they dispose of their Scheme Shares to FAV under the Scheme. The time of the event is the Implementation Date. Scheme Participants will: make a capital gain if the capital proceeds received from the disposal of their Scheme Shares exceeds their cost base; or make a capital loss if the capital proceeds received from the disposal of their Scheme Shares is less than their reduced cost base. The cost base (or reduced cost base) of Scheme Shares should generally be the amount paid to acquire the Scheme Shares plus incidental costs of ownership (provided the costs have not previously been claimed as a tax deduction). Where the Scheme Shares were acquired before 11.45am AEST on 21 September 1999, the cost base of the Scheme Shares may be increased for indexation based on the CPI movement from the date of acquisition to 30 September Indexation can be applied by Scheme Participants that are companies. Scheme Participants who are individuals, trusts or complying superannuation funds that held their interests prior to 11.45am on 21 September 1999 can choose to apply either the cost base indexation or the CGT discount (discussed at heading ii) in calculating their net capital gain from the disposal of their Scheme Shares. Scheme Participants may not index the cost base of Scheme Shares where Scheme Shares were acquired after 11.45am AEST on 21 September ii. CGT Discount The CGT discount is generally available to Scheme Participants who are individuals, trusts or complying superannuation entities who have held their Scheme Shares for at least 12 months prior to the date of disposal. The CGT discount rules enable Scheme Participants to reduce their capital gain (after the application of current and prior year capital losses) by 50% for individuals and trusts, and 33.33% for complying superannuation funds. The CGT discount is not available to Scheme Participants that are companies or Scheme Participants that have elected the indexation method referred to at heading i. iii. Capital losses Capital losses may arise where the capital proceeds received are less than the reduced cost base of the Scheme Shares which are sold. A capital loss can offset other capital gains made by Scheme Participants in the same income tax year. Where the capital losses are not utilised in that year, losses may ordinarily be carried forward to future income years (subject to any specific loss recoupment rules). b. Non-resident tax residents Capital gains which arise from the disposal of Scheme Shares by non-resident Scheme Participants would generally be exempt from CGT provided the Scheme Participants:

59 Page Stamp duty are not Australian residents for income tax purposes; and do not carry on a business in Australia at or through a permanent establishment. Non-resident Scheme Participants should obtain their own independent tax advice regarding the tax implications of the Scheme in Australia and in their country of residence. Scheme Participants should not be liable to stamp duty in respect of the disposal of their Scheme Shares under the Scheme. 7. GST No GST should be payable by a Scheme Participant in respect of the disposal of Scheme Shares, regardless as to whether the Scheme Participant is registered for GST. If a Scheme Participant is registered for GST, the disposal of the Scheme Shares would be an input taxed financial supply for GST purposes. Scheme Participants may incur GST on costs (such as third party brokerage and advisor fees) that relate to their participation in the Scheme. Scheme Participants that are registered (or required to be registered) for GST may not be entitled to recover the full amount of input tax credits for any GST payable on such costs. However, Scheme Participants may be entitled to reduced input tax credits for some acquisitions. This will depend on each Scheme Participant s individual circumstances. Scheme Participants should seek their own independent tax advice in relation to the GST implications of their participation in the Scheme. As noted above, Scheme Participants should seek advice concerning the taxation implications of the Scheme based upon their individual facts and circumstances. Yours faithfully THOMSON GEER

60 Page Additional Information This Section 12 sets out additional information required pursuant to the Corporations Act and the Corporations Regulations in respect of the Scheme, as well as some other relevant information Summary of the Scheme Implementation Agreement STG and FAV entered into the Scheme Implementation Agreement on 17 July The Scheme Implementation Agreement sets out each party's rights and obligations in connection with the implementation of the Scheme. This Section 12.1 outlines certain key terms of the Scheme Implementation Agreement. The full terms of the Scheme Implementation Agreement (including all variations, but excluding annexures) are contained in Annexure B. Conditions Precedent Implementation of the Scheme is subject to several conditions precedent (Conditions Precedent). As at the Last Practicable Date, the outstanding Conditions Precedent that must be satisfied or waived (as applicable) in order for the Scheme to proceed are: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (STG Shareholder approval) the Court orders the convening of the Scheme Meetings and the Scheme is approved by STG Shareholders by the Requisite Majorities; (Court approval) the Court approves the Scheme in accordance with section 411(4) of the Corporations Act; (Court Order lodgement): an office copy of the Court order approving the Scheme is lodged with ASIC as contemplated by section 411(10) of the Corporations Act; (Independent Expert) the Independent Expert does not change its conclusion that the Scheme is in the best interests of those STG Shareholders other than EMUH or withdraw the Independent Expert's Report; (ASIC approvals) ASIC have issued or provided (and not withdrawn, revoked or varied) such consents, waivers, modifications and/or approvals or have done such other acts which are necessary or reasonably desirable to implement the Scheme either unconditionally or subject to conditions that are acceptable to FAV and STG; (Other governmental agency approvals) all other approvals of a governmental agency (other than those in (v) above) which are necessary or reasonably desirable to implement any material aspect of the Scheme are obtained and those approvals are given either unconditionally or on conditions that are acceptable to FAV and STG; (No governmental agency challenge) no governmental agency has commenced, or is threatening to commence, any action, lawsuit, or other legal proceeding seeking to obtain, pursuant to any law, a judgment, order, decree, temporary restraining order, preliminary or permanent injunction, restraint or prohibition, that would prohibit, materially restrict, make illegal or restrain the implementation of the Scheme; (No Material Adverse Events) no Material Adverse Event occurs or is discovered by FAV or STG; (No Prescribed Occurrences) no Prescribed Occurrence occurs;

61 Page 61 (x) (xi) (xii) (xiii) (xiv) (xv) (Representations and warranties) the representations and warranties of STG relating to title and capacity and all of the representations and warranties of FAV set out in the Scheme Implementation Agreement are true and correct in all respects, and no material breach of any other representation and warranty of STG set out in the Scheme Implementation Agreement occurs or is discovered; (E Class Shares and Warrant) STG has delivered to FAV written evidence (in a form acceptable to FAV, acting reasonably) that STG has taken all actions necessary to facilitate the conversion or cancellation (as applicable) of the E Class Shares and the cancellation of the Warrant, as contemplated by clause 3.8 of the Scheme Implementation Agreement; (Key customer contracts) the key customer contracts of the STG Group have not been terminated, materially modified or altered in an adverse manner or determined to not be renewed; (Termination of NAB banking facilities) NAB and the STG Group have terminated all of the existing facilities, all Bank Debt and all related financing documents to which any member of the STG Group is party and NAB has released any and all liens and encumbrances associated with those facilities and financing documents; (Bank guarantees): the aggregate guaranteed amount under all bank guarantees issued on behalf of or at the request of any member of the STG Group is not more than $700,000; (Amount payable to NAB and EMUH): (A) the Bank Debt Extinguishment Amount will not less than $49,320,539 and not more than $49,820,380; and (B) the aggregate amount of the Bank Debt Extinguishment Amount, the EMUH Scheme Consideration and the Warrant Cancellation Fee will not be less than $49,320,539 and not more than $49,820,380; and (xvi) (No termination) the Scheme Implementation Agreement and the Deed Poll not being terminated. As at the Last Practicable Date, neither STG nor FAV is aware of any reason why any of the above Conditions Precedent will not be satisfied by the required date and time. Full details of the Conditions Precedent are set out in clause 3.1 of the Scheme Implementation Agreement (contained in Annexure B) and clause 2.1 of the Scheme of Arrangement (contained in Annexure C). Recommendation of the Directors Under the Scheme Implementation Agreement, STG must use its best endeavours to procure that, subject to the Directors' fiduciary duties, each Director maintains their recommendation that STG Shareholders vote in favour of the Scheme, subject to there being no Superior Proposal that has been publicly recommended as being in the best interests of STG Shareholders other than EMUH and the Independent Expert's Report concluding that the Scheme is in the best interests of STG Shareholders other than EMUH. (c) Exclusivity Arrangements The Scheme Implementation Agreement contains exclusivity arrangements. A summary of these arrangements is set out below:

62 Page 62 (i) (ii) (No existing discussions) As at the date of the Scheme Implementation Agreement, STG represented and warranted to FAV that other than the discussion with FAV in respect of the Scheme, it was not in negotiations or discussions in respect of any Competing Proposal. During the Exclusivity Period, STG must: (A) (B) (No shop) ensure that neither the STG Group nor any of its Representatives directly or indirectly solicit, invite, encourage or initiate any Competing Proposal or any enquiries, negotiations or discussions with any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, or communicate any intention to do any of those things; (No talk) ensure that neither the STG Group nor its Representatives: (I) (II) participate in negotiations or discussion; or enter into any agreement, arrangement or understanding, with any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal (even if that person s Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by the STG Group or any of its Representatives, or the person has publicly announced the Competing Proposal); (C) (D) (No due diligence) not provide any non-public information relating to any member of the STG Group to any Third Party to enable that Third Party to conduct due diligence on the STG Group or develop a Competing Proposal; (Notification of approach) promptly inform FAV if it is approached by any Third Party to take any action of a kind that would breach its obligations referred to in Sections 12.1(c)(ii)(A) to 12.1(c)(ii)(C) above, and STG must: (I) (II) provide FAV with information in all material respects of the communications with that Third Party and the material conditions and terms of the Competing Proposal; and promptly and within 2 Business Days, provide all information as is reasonably necessary to keep FAV informed in all material respects of the communications with the Third Party and the status and material details of any Competing Proposal, in each case, unless the STG Group receives a Competing Proposal that was not directly or indirectly solicited, invited, encouraged, facilitated or initiated by STG, and the STG Board determines, acting in good faith and having received legal and financial advice from STG s legal and financial advisers, that such Competing Proposal constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal being made, or that failing to respond to such Competing Proposal would or would be likely to constitute a breach of the fiduciary or statutory duties owed by any Director of the STG Group. (iii) (FAV's right of last offer) STG must not take any action described in Section 12.1(c)(ii), unless it has provided FAV with 2 clear Business Days to submit a proposal to revise the Scheme. If FAV submits a proposal to revise the Scheme in that period, STG must ensure that the STG Board considers in good faith, and receives advice from STG s legal and financial advisers in

63 Page 63 relation to, whether the proposed revisions are capable of being completed and would make the Scheme more favourable to STG Shareholders other than EMUH than the Competing Proposal. If it would, the parties must each use best endeavours to, as soon as reasonably practicable, agree the reasonably necessary amendments to the Scheme Implementation Agreement and transaction documents, and enter into one or more appropriate amended agreements to give effect to those amendments, subject to any Superior Proposal. STG must use it best endeavours to procure that the STG Board continues to recommend FAV s revised proposal to STG Shareholders other than EMUH and not the applicable Competing Proposal. Full details of the exclusivity arrangements are set out in clause 13 of the Scheme Implementation Agreement. (d) Termination Either STG or FAV may terminate the Scheme Implementation Agreement by giving notice to the other party, in any of the following circumstances: (i) (ii) (iii) (iv) (v) (vi) if a Condition Precedent set out in clause 3.1 of the Scheme Implementation Agreement which is expressed to be solely or jointly for the terminating party s benefit will not be waived and cannot be satisfied by the time required, and there has been no failure by such terminating party to comply with its obligations under the Scheme Implementation Agreement that directly and materially contributed to the Condition Precedent not being satisfied; if the non-terminating party is in material breach of the Scheme Implementation Agreement (including a material breach of a representation or warranty given by that party as described in Section 12.1(f) below), provided that: (A) the terminating party has given notice to the non-terminating party setting out the relevant circumstances and stating an intention to terminate the Scheme Implementation Agreement; and (B) the relevant circumstances have continued to exist for 15 Business Days (or any shorter period ending at 5.00pm on the last Business Day before the Second Court Date); if such termination is mutually agreed upon by the other party; if the Scheme has not become Effective by the End Date (see Section 12.1(g)); (for STG only) if STG has paid the break fee to FAV (see Section 12.1(e)) and the STG Board determines and publicly announces that a Competing Proposal is a Superior Proposal; or (for FAV only) if the STG Board or a director of STG publicly changes (including by attaching qualifications to) or withdraws its or his statement that it or he considers the Scheme to be in the best interests of STG Shareholders other than EMUH or its or his recommendation that STG Shareholders approve the Scheme, either where the Independent Expert has concluded that the Scheme is not in the best interests of STG Shareholders other than EMUH or where the STG Board has unanimously made a determination that STG has received a Superior Proposal and publicly recommended that Superior Proposal. Full details are set out in clause 15 of the Scheme Implementation Agreement. (e) Break fee If the Scheme is not implemented, STG may be required to pay FAV a break fee of $1,000,000 (inclusive of GST) in the following circumstances:

64 Page 64 (i) (ii) (iii) if the STG Board or a director of STG publicly changes (including by attaching qualifications to) or withdraws its or his statement that it or he considers the Scheme to be in the best interests of STG Shareholders other than EMUH or its or his recommendation that STG Shareholders approve the Scheme, where the Independent Expert has concluded that the Scheme is in the best interests of STG Shareholders other than EMUH; a Competing Proposal for STG is announced or made and is publicly recommended, promoted or otherwise endorsed by the STG Board or by a majority of the directors of STG; a Competing Proposal for STG is announced or made and is completed at any time prior to the first anniversary of the date of the Scheme Implementation Agreement and, as a result, a Third Party acquires control of STG or the STG Group; (iv) STG is in material breach of the Scheme Implementation Agreement for 15 Business Days and FAV validly terminates the agreement; (v) (vi) FAV validly terminates the Scheme Implementation Agreement as a consequence of the "no Material Adverse Event" or "no Prescribed Occurrence" Conditions Precedent not being satisfied or waived (as applicable); or any director of STG changes his recommendation that STG Shareholders approve the Scheme or fails to make such a recommendation. Full details are set out in clause 14 of the Scheme Implementation Agreement. (f) Representations and warranties Full details of the representations and warranties are set out in clause 11 of the Scheme Implementation Agreement (contained in Annexure B) and clause 6.4 of the Scheme of Arrangement (contained in Annexure C). Each of STG and FAV has given representations and warranties to each other. Full details of these representations and warranties are set out in clause 11 of the Scheme Implementation Agreement (contained in Annexure B). In addition, under clause 6.4 of the Scheme of Arrangement (contained in Annexure C), each STG Shareholder on the Scheme Record Date is deemed to have warranted to FAV that all of its STG Shares will, at the time of their transfer to FAV pursuant to the Scheme, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to sell and to transfer their STG Shares to FAV. (g) End Date STG and FAV have committed to implement the Scheme by the End Date. The End Date may be extended where FAV and STG agree in writing, or where the Court refuses to grant an order approving the Scheme and STG appeals that decision.

65 Page Directors interests The Directors and the number of STG Shares and E Class Shares in which they have a Relevant Interest as at the date of this Scheme Booklet, and are expected to have as at the Scheme Record Date, are set out in the table below: Name As at the date of this Scheme Booklet Number of STG Shares Number of E Class Shares As at the Scheme Record Date Number of STG Shares Number of E Class Shares Greg Robertson 1,494,632* 0 1,494,632* 0 Tony Chamberlain 922,950 3,229,093 4,152,043 0 John Murphy 7,181,000* 0 7,181,000* 0 Peter Barge 0 1,549,964 1,976,995 0 Bryan Waters 172, ,240 0 Note: * This also Includes indirect interests held via the Investec funds. Investec's investment in STG was previously held via unit trusts, in which entities associated with Messrs Robertson and Murphy were unitholders. Those funds have since restructured so that the trustee holds the STG Shares as direct trustee for each beneficiary (rather than through unit trusts). Although there has been no change whatsoever to the trustee's discretions or powers in relation to those STG Shares or to the number of STG Shares held in the trustee's name, and recognising that the Scheme Consideration payable on those STG Shares would be passed on directly to the beneficiaries strictly proportionately to their interests in those trusts, Messrs Robertson and Murphy determined that to ensure optimal transparency and complete disclosure it would be best to include reference to those STG Shares in the above table. As at the Last Practicable Date, no Director has a Relevant Interest in any STG Shares except as disclosed in this Scheme Booklet. Each of your Directors consider that the Scheme is in the best interests of STG Shareholders and those Directors who hold STG Shares intend to vote their STG Shares in favour of the Scheme in the absence of a Superior Proposal Interests in FAV held by STG and its Directors As at the Last Practicable Date, neither STG nor any Director has a Relevant Interest in any securities of FAV Interests held by Directors in contracts of FAV Except as set out in Section 12.8, no Director has an interest in any contract entered into by FAV Other interests of Directors Except as set out in Section 12.8, no Director has any other interest, whether as a director, member or creditor of STG or otherwise, material to the Scheme Agreements or arrangements with Directors Except as set out in Section 12.8, there is no agreement or arrangement made between any Director and any other person, including FAV, in connection with or conditional upon the outcome of the Scheme Payments and other benefits to Directors, secretaries or executive officers of STG Except as set out in Section 12.8, no payment or other benefit is proposed to be made or given to a director, secretary or executive officer of STG (or any member of the STG Group) as compensation for loss of, or as consideration for or in connection with their retirement from, office in STG or in any member of the STG Group as a result of the Scheme.

66 Page Director and executive remuneration Indemnity by FAV in favour of STG Group and its directors, officers and employees Under clause 11.5 of the Scheme Implementation Agreement, FAV has agreed to indemnify each member of the STG Group and director, officer and employee of the STG Group from any claim, loss or liability which any of those persons may suffer or incur arising out of any breach of any of the representations and warranties given by FAV in clause 11.4 of the Scheme Implementation Agreement. Benefits to Directors and senior managers (i) Incentive payments and E Class Shares Certain senior managers and a Director of the STG Group are eligible for additional STG Shares (on conversion from E Class Shares) and incentive payments if the Scheme becomes Effective. These are pre-existing arrangements which were put in place to incentivise those individuals to remain with the STG Group. The benefits which may be provided to those eligible Directors and senior managers referred to above are set out in the table below. In relation to the E Class Shares: (A) (B) (C) The E Class Shares issued to STG's senior manager (ie, the persons identified in the table below, other than Peter Barge) were issued pursuant to the STG LTIP on 29 July 2013, following and in accordance with STG Shareholder approval at the Company's general meeting held on 28 June 2013, in accordance with the terms of issue referred to in the notice convening that meeting; The E Class Shares issued to Mr Peter Barge (a Director of STG) were issued on 24 October 2013 and 18 December 2014, following and in accordance with STG Shareholder approval at the Company's general meeting held on 24 October 2013, in accordance with the terms of issue referred to in the notice convening that meeting; and Further information about the conversion of the E Class Shares is set out in Sections 7.4 and 8.8. In relation to the incentive payments for STG's senior managers: (D) (E) (F) (G) The STG Board believed that the introduction of a cash incentive scheme would encourage those STG senior managers identified as being critical to the continued success of the STG Group's business to remain with the STG Group, as considerable effort would be required in their part to facilitate a sale of the STG Group's business; In determining the appropriate amount payable to each STG manager, the STG Board considered the seniority of that manager, their role in the STG Group's business and the likely extent of their involvement in the sale process; After having considered all of the circumstances, the STG Board introduced the incentive payment scheme in August 2013 and capped the total amount payable under that scheme at $1 million in aggregate; The amount of cash incentive payments payable to each eligible STG manager is as set out in column 4 of the table below;

67 Page 67 (H) (I) The incentive payments are payable in cash subject to a successful sale transaction of STG and/or the STG Group's business (including the Gearhouse business, which was sold in 2013) achieving a total sale price of at least $40 million in aggregate; and These incentive payments are categorised as Transaction Costs and will be satisfied on the Implementation Date out of the Transaction Costs Extinguishment Amount payable by FAV, subject to the Scheme becoming Effective and to the giving of such benefits being approved at the General Meeting. Name Number of E Class Shares held as at the Last Practicable Date Number of STG Shares to be issued on conversion of E Class Shares, on or prior to 8.00am on 22 September 2015 Amount of incentive payment payable in cash subject to the Scheme becoming Effective Peter Barge 1,549,964 1,976,995 N/A Tony Chamberlain 3,229,093 3,229,093 $450,000 Malcolm Craig 2,152,728 2,152,728 $350,000 Karsten Richerct 645, ,819 $32,000 Phil Gardner 645, ,819 $32,000 Tim Morgan 645, ,819 $32,000 Gary Daly 645, ,819 $32,000 (ii) Non-executive Directors' fees special efforts and positive outcomes Non-executive Directors, Greg Robertson, John Murphy and Bryan Waters, were specifically instrumental and made extraordinary and successful efforts to procure NAB's agreement to accept its position in the Scheme, to establish relationships with both PSAV and then FAV, negotiating firstly with PSAV and then with FAV to increase the purchase consideration and otherwise to implement the Scheme. In recognition of their significant contribution in this regard it is proposed that they be paid an additional fee of a maximum aggregate amount of $180,000. These additional non-executive Directors' fees are proposed as follows: (A) (B) (C) Up to $30,000 for Mr Waters; Up to $55,000 for Mr Murphy; and Up to $95,000 for Mr Robertson. These amounts were determined after considering the relative amount of additional time and effort contributed by each of those Directors to the overall sale process. The actual amounts payable will depend on and if necessary be scaled back depending upon the total final amount of Transaction Costs incurred as at the Implementation Date (as the total of all Transaction Costs cannot exceed $3,565,000 and these additional fees are categorised as Transaction Costs under the Scheme Implementation Agreement). The payment of these amounts is subject to the Scheme becoming Effective and the giving of such benefits being approved at the General Meeting.

68 Page 68 It should be noted that at the Company's 2007 annual general meeting, STG Shareholders approved the maximum aggregate remuneration payable to non-executive Directors by way of Directors' fees as $500,000 per annum the additional non-executive Directors' fees payable (up to $180,000) when aggregated with all other non-executive Directors' fees payable in the 12 months to the Implementation Date will remain materially lower than the approved limit. The other members of the STG Board, (comprising Messrs Chamberlain and Barge), consider that these additional non-executive Directors' fees payable to Messrs Robertson, Murphy and Waters to be commercial and of an arm'slength nature, and reasonable in the circumstances and in proportion to the significant time spent and additional responsibilities taken on by those 3 nonexecutive Directors in relation to the STG Group over the last 12 to 24 months. Other than as detailed above, the non-executive Directors' fees payable by the Company remain as set out in the Company's 2014 Annual Report. (iii) General Meeting Resolutions The cash payments referred to in this Section 12.8 are subject to the Scheme becoming Effective and the giving of such benefits being approved at the General Meeting. If the Scheme does not become Effective, then the proposed payments referred to in General Meeting Resolutions will not be made. If the Scheme becomes Effective, but a General Meeting Resolution is not passed, then: (A) (B) the proposed payments referred to in that General Meeting Resolution will not be made, regardless of whether or not the Scheme is implemented; and to the extent that the non-payment of the proposed payments referred to in that General Meeting Resolution results in the Transaction Costs Extinguishment Amount being less than $3,565,000, that difference will result in an increase to the amount of the Total Purchase Consideration available to be applied towards the Bank Debt Extinguishment Amount, the EMUH Scheme Consideration and the Warrant Cancellation Fee, in that order (see Section 5.1) Consents FAV FAV has given, and has not withdrawn before the Last Practicable Date, its written consent to be named in this Scheme Booklet in the form and context in which it is named and to the inclusion of the FAV Information. FAV does not make or purport to make any statement in this Scheme Booklet or any statement on which a statement in this Scheme Booklet is based and takes no responsibility for any part of this Scheme Booklet other than the FAV Information. BDO Corporate Finance BDO Corporate Finance has acted as the Independent Expert to STG in relation to FAV s Proposal. BDO Corporate Finance has given, and has not withdrawn before the Last Practicable Date, its written consent to be named in this Scheme Booklet as the Independent Expert in the form and context in which it is named and to the inclusion of its Independent Expert s Report as Annexure A to this Scheme Booklet. BDO Corporate Finance does not make or purport to make any statement in this

69 Page 69 Scheme Booklet or any statement on which a statement in this Scheme Booklet is based and takes no responsibility for any part of this Scheme Booklet other than any reference to its name and the Independent Expert s Report contained at Annexure A. (c) KPMG Corporate Finance KPMG Corporate Finance has acted as the financial adviser to STG in relation to FAV s Proposal. KPMG Corporate Finance has given, and has not withdrawn before the Last Practicable Date, its written consent to be named in this Scheme Booklet as the financial adviser to STG in the form and context in which it is named. KPMG Corporate Finance does not make or purport to make any statement in this Scheme Booklet or any statement on which a statement in this Scheme Booklet is based and takes no responsibility for any part of this Scheme Booklet other than any reference to its name. (d) Thomson Geer Thomson Geer has acted as the Australian legal adviser to STG in relation to FAV s Proposal. Thomson Geer has given, and has not withdrawn before the Last Practicable Date, its written consent to be named in this Scheme Booklet as the Australian legal adviser to STG in the form and context in which it is named and to the inclusion of the Tax Letter. Thomson Geer does not make or purport to make any statement in this Scheme Booklet or any statement on which a statement in this Scheme Booklet is based and takes no responsibility for any part of this Scheme Booklet other than any reference to its name and the Tax Letter. (e) Link Market Services Link Market Services Limited has acted as the STG Share Registry in relation to FAV s Proposal. Link Market Services Limited has given, and has not withdrawn before the Last Practicable Date, its written consent to be named as the STG Share Registry in the form and context in which it is named. Link Market Services Limited does not make or purport to make any statement in this Scheme Booklet or any statement on which a statement in this Scheme Booklet is based and takes no responsibility for any part of this Scheme Booklet other than any reference to its name Fees and interests of advisers Each person named in Section 12.9 (other than FAV) as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Scheme Booklet will be entitled to receive professional fees charged in accordance with their normal basis of charging. Transaction Costs of approximately $1,883,000 (including GST) would be incurred in relation to legal and other professional advisory services fees payable to those parties engaged by STG to implement the Scheme Implementation Agreement, even if the Scheme does not proceed (it should be noted that $1,277,000 of this amount is the break fee payable to PSAV). See Section 6.4(c) for an estimated breakdown of Transaction Costs Creditors of STG The Scheme, if implemented, is not expected to materially prejudice the ability of STG to pay future creditors as it involves the purchase of STG Shares rather than STG s underlying assets. No material new liability is expected to be incurred by STG as a consequence of the implementation of the Scheme. As at the date of this Scheme Booklet, STG has paid and is paying all of its creditors within normal terms of trade and is solvent and trading in an ordinary commercial manner.

70 Page No unacceptable circumstances Your Directors believe that the Scheme does not involve any circumstances in relation to the affairs of any members of the STG Group that could reasonably be characterised as constituting unacceptable circumstances for the purposes of section 657A of the Corporations Act Documents available for inspection STG is subject to regular reporting and disclosure obligations under the Corporations Act. STG is required to lodge various documents with ASIC. Copies of documents lodged with ASIC in relation to STG may be obtained from, or inspected at, an ASIC office. STG will also make copies of the following documents available, free of charge, to STG Shareholders. Requests can be made by contacting STG on Monday to Friday between 9.00am and 5.00pm (Sydney time): This Scheme Booklet; and the 2014 STG Annual Report (being STG's annual financial report for the financial year ended 30 June 2014) Supplementary Information STG will issue a supplementary document to this Scheme Booklet if, between the date of lodgement of this Scheme Booklet for registration by ASIC and the date of the Scheme Meetings, it becomes aware of any of the following: (c) (d) a material statement in this Scheme Booklet is false or misleading; a material omission from this Scheme Booklet; a significant change affecting a matter included in this Scheme Booklet; or a significant new matter has arisen and it would have been required to be included in this Scheme Booklet if it had arisen before the date of lodgement of this Scheme Booklet for registration by ASIC. Depending on the nature and timing of the changed circumstances and subject to obtaining any relevant approvals, STG may circulate and publish the supplementary document by any or all of: (c) placing an advertisement in a prominently placed newspaper which is circulated generally throughout Australia; or uploading the supplementary document on STG's website ( or posting the supplementary material to all STG Shareholders Other No restrictions in the STG Constitution There are no restrictions in the STG Constitution on the right to transfer STG Shares pursuant to the Scheme. Litigation As at the Last Practicable Date, the STG Group is not a party to any material litigation.

71 Page 71 (c) Other material contracts As noted in the Chairman's Letter, STG entered into a Scheme Implementation Agreement with PSAV's nominee PSAV Australia Acquisition Co Pty Ltd on 11 June 2015 (PSAV SIA). The subsequent receipt by STG of FAV's Proposal ultimately resulted in STG's entry into the Scheme Implementation Agreement with FAV on 17 July 2015, and as such the transaction contemplated under the PSAV SIA will not be implemented. STG intends to pay the $1,277,000 break fee to PSAV in accordance with the PSAV SIA and the PSAV SIA will be terminated. (d) Other material information Otherwise than as contained or referred to in this Scheme Booklet, there is no other information that is material to the making of a decision by an STG Shareholder in relation to the resolutions to be considered at the Scheme Meetings and the General Meeting, being information that is known to any Director and which has not previously been disclosed to STG Shareholders.

72 Page Glossary and interpretation 13.1 Glossary The meanings of the terms used in this Scheme Booklet are set out below. Additional Purchase Consideration the amount equal to the lower of: the sum of all available funds in the bank accounts in the name of each member of the STG Group as at 9.00am on the day which is 3 Business Days prior to the Implementation Date; or $1,000,000. ASIC Associate Australian ADI Bank Debt the Australian Securities and Investments Commission. has the meaning given to that expression in sections 11, 12 and 15 of the Corporations Act. has the meaning given to that expression in the Corporations Act. the aggregate of all financial indebtedness owed by the STG Group as at the Implementation Date, except for: Transaction Costs; moneys owing by any member of the STG Group in respect of periodic (eg, month to month) payments under operating leases or other rental arrangements to which it is party as lessee in respect of assets used in the ordinary course of the STG Group's business consistent with past practice, provided those moneys owing are not overdue or capitalised on STG Group's balance sheet and provided that this paragraph does not, for the avoidance of any doubt, exclude letters of credit or bank overdrafts or asset finance facility debt from the definition of bank debt; any moneys owing to trade and other business creditors of the STG Group incurred in the conduct in the ordinary course of the STG Group's business consistent with past practice and payable under invoices issued by such trade or business creditors; and capital expenditures pre-committed to by the STG Group (with non-financial institution suppliers), but not to exceed the difference between Total Purchase Consideration (on the one hand) and the sum of the Transaction Costs Extinguishment Amount and the Non-EMUH STG Shareholder Scheme Consideration (on the other hand). Bank Debt Extinguishment Amount Business Day CGT Chairman Competing Proposal all necessary funds to enable the STG Group to repay the Bank Debt as at the Implementation Date. a day on which the banks are open for business in Sydney, Australia other than a Saturday, Sunday, public holiday in Sydney, Australia or other day on which commercial banks are authorised or required by law to be closed in Sydney, Australia. Australian capital gains tax. the chairman of the STG Board. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement.

73 Page 73 Conditions Precedent Corporations Act Corporations Regulations Court Deed Poll Directors E Class Share Effective Effective Date the conditions precedent set out in clause 3.1 of the Scheme Implementation Agreement and in clause 2.1 of the Scheme of Arrangement. the Corporations Act 2001 (Cth). the Corporations Regulations 2001 (Cth). the Federal Court of Australia. the deed poll executed by FAV in favour of the Scheme Participants dated 10 August 2015, a copy of which is contained in Annexure D. the directors of STG, in office at the Last Practicable Date, or in office from time to time, as the context requires. a fully paid E Class share in the capital of STG. when used in relation to the Scheme, the order of the Court made under section 411(4) of the Corporations Act in relation to the Scheme coming into effect pursuant to section 411(10) of the Corporations Act, but in any event at no time before an office copy of the order of the Court is lodged with ASIC. the date on which the Scheme becomes Effective. EMUH Equity Management Unit Holdings Pty Ltd (ABN ). EMUH Scheme Consideration that portion of the Total Purchase Consideration to be provided by FAV to EMUH as a Scheme Participant under the terms of the Scheme, being for each Scheme Share held by EMUH as at the Scheme Record Date, the difference (if any) between: the Total Purchase Consideration, on the one hand; and the sum of the Transaction Costs Extinguishment Amount, the Non-EMUH STG Shareholder Scheme Consideration and the Bank Debt Extinguishment Amount, on the other hand, divided by the total number of Scheme Shares held by EMUH as at the Scheme Record Date, up to a maximum of the Minimum Price per Scheme Share for each such Scheme Share. For the avoidance of doubt, the EMUH Scheme Consideration cannot be a negative number, such that if the Total Purchase Consideration is equal to or less than the sum of the Transaction Costs Extinguishment Amount, the Non-EMUH STG Shareholder Scheme Consideration and the Bank Debt Extinguishment Amount, then the EMUH Scheme Consideration shall equal and be deemed to be zero. End Date Exclusivity Period has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. the period commencing on 17 July 2015 and ending on the earliest to occur of: the date on which the Scheme Implementation Agreement is terminated; the Implementation Date; and the End Date. FAV FAV's Proposal FAV Group Freeman Audio Visual, Inc., a Texas corporation. the proposed Scheme under which it is proposed that FAV will acquire 100% of the STG Shares which it does not already own for the Total Purchase Consideration. FAV and its Subsidiaries prior to implementation of the Scheme.

74 Page 74 FAV Information First Court Date has the meaning given to Bidder Scheme Booklet Information in clause 1.1 of the Scheme Implementation Agreement. either: the first day of hearing of an application made to the Court by STG for orders pursuant to section 411(1) of the Corporations Act convening the Scheme Meetings; or if the hearing of such application is adjourned or if the application is subject to appeal for any reason the first day of the adjourned hearing or the first day on which the appeal is heard (as the case may be). General Meeting General Meeting Resolutions GST GST Law Implementation Date Independent Expert or BDO Corporate Finance Independent Expert s Report KPMG Corporate Finance Last Practicable Date Material Adverse Event Meeting Minimum Price per Scheme Share the meeting of STG Shareholders to be held at Lilyfield Road, Rozelle NSW 2039, Australia at 10.45am on 24 September 2015 (Sydney time) (or as soon thereafter as Scheme Meeting 2 is concluded or has been adjourned), and includes any adjournment of that meeting. the resolutions proposed at the General Meeting, as set out in the Notice of General Meeting. goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply. has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 19 October 2015, or such other later date as STG and FAV may mutually agree upon up to and including the End Date provided STG has provided 5 Business Days prior written notice of any such other date. BDO Corporate Finance (East Coast) Pty Ltd (ABN ). the report from the Independent Expert commissioned by STG for inclusion in this Scheme Booklet, and any update to such report that the Independent Expert issues prior to the Scheme Meetings, a copy of which is contained in Annexure A. KPMG Corporate Finance, a division of KPMG Financial Advisory Services (Australia) Pty Ltd (ABN ). 16 August 2015, being one day prior to the First Court Date. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. in relation to an STG Shareholder, the Scheme Meeting relevant to that STG Shareholder or the General Meeting, as the context requires. in respect of a Scheme Share: if the Total Purchase Consideration is $61,000,000 then $ ; if the Total Purchase Consideration is greater than $61,000,000 and less than $62,000,000 then $ ((Total Purchase Consideration - $61,000,000) / 2 / 87,440,315); and if the Total Purchase Consideration is $62,000,000 then $ , and the total holding of Scheme Shares for each Scheme Participant will be rounded up to the nearest whole cent. NAB National Australia Bank Limited (ABN ).

75 Page 75 Non-EMUH STG Shareholder Scheme Consideration that portion of the Total Purchase Consideration to be provided by FAV to the Scheme Participants other than EMUH under the terms of the Scheme, being the Minimum Price per Scheme Share for each Scheme Share held by those Scheme Participants other than EMUH at the Scheme Record Date, which in respect of the total holding of Scheme Shares for each such Scheme Participant will be rounded up to the nearest whole cent. Notice of General Meeting the notice of meeting set out in Annexure F. Notices of Scheme Meetings Prescribed Occurrence Proxy Forms PSAV PSAV SIA Register Regulatory Approvals Related Body Corporate Relevant Interest Representative Requisite Majorities the notices of meetings set out in Annexure E. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. the proxy forms accompanying this Scheme Booklet, or (for Scheme Meeting 1 and the General Meeting only) the electronic version of those proxy forms utilised for electronic proxy lodgment at PSAV Holdings LLC. the scheme implementation agreement between STG and PSAV's nominee PSAV Australia Acquisition Co Pty Ltd (ACN ) dated 11 June the register of members of STG maintained by or on behalf of STG in accordance with section 168(1) of the Corporations Act. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. has the meaning given to that expression in the Corporations Act. has the meaning given to that expression in sections 608 and 609 of the Corporations Act. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. the threshold for approval of a resolution on a scheme of arrangement between a body and its members under Part 5.1 of the Corporations Act, being votes 'in favour' of the resolution received from: a majority in number (more than 50%) of the members, who are present and voting, either in person or by proxy, attorney or in the case of a corporation its duly appointed corporate representative, unless the Court orders otherwise; and at least 75% of the total number of votes cast on the resolution. Scheme or Scheme of Arrangement Scheme Booklet Scheme Consideration the scheme of arrangement under Part 5.1 of the Corporations Act between STG and the Scheme Participants, substantially in the form set out in Annexure C, subject to any alterations or conditions made or required by the Court and agreed to by FAV and STG in writing. this document, including the annexures to it. as the context requires: for Scheme Participants other than EMUH: the Non-EMUH STG Shareholder Scheme Consideration for EMUH: the EMUH Scheme Consideration. Scheme Implementation Agreement the Scheme Implementation Agreement between STG and FAV dated 17 July 2015 as amended by a deed of variation dated 10 August A conformed copy of the Scheme Implementation Agreement (incorporating all variations, but without annexures) is contained in Annexure B.

76 Page 76 Scheme Meeting 1 Scheme Meeting 2 the meeting of STG Shareholders (other than EMUH) ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act in relation to the Scheme to be held at Lilyfield Road, Rozelle NSW 2039, Australia at 10.00am on 24 September 2015 (Sydney time), and includes any adjournment of that meeting. the meeting of EMUH ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act in relation to the Scheme to be held at Lilyfield Road, Rozelle NSW 2039, Australia at 10.30am on 24 September 2015 (Sydney time) (or as soon thereafter as Scheme Meeting 1 is concluded or has been adjourned), and includes any adjournment of that meeting. Scheme Meetings Scheme Meeting 1 and Scheme Meeting 2. Scheme Participant Scheme Record Date Scheme Resolution Scheme Share Second Court Date a person who is registered in the Register as a holder of Scheme Shares as at the Scheme Record Date. 7.00pm on the date that is 5 Business Days after the Effective Date, or such other date as may be agreed in writing between FAV and STG (expected to be 12 October 2015). the resolution to approve the terms of the Scheme, as set out in the Notices of Scheme Meetings. each STG Share on issue as at the Scheme Record Date. either: the first day of hearing of an application made to the Court by STG for orders pursuant to section 411(4) of the Corporations Act approving the Scheme (expected to be 1 October 2015); or if the hearing of such application is adjourned or if the application is subject to appeal for any reason the first day of the adjourned hearing or the first day on which the appeal is heard (as the case may be), with such hearing being the Second Court Hearing. STG or the Company Staging Connections Group Limited (ACN ). STG Board STG Constitution STG Group STG LTIP STG Share STG Share Registry STG Shareholder Subsidiary Superior Proposal Sydney time Tax Letter Third Party Total Purchase Consideration the board of Directors of STG. STG's constitution, as amended from time to time. STG and its Subsidiaries. the Staging Connections Group Limited Long Term Incentive Plan Rules. a fully paid ordinary share in the capital of STG. Link Market Services Limited. a person who is registered in the Register as a holder of STG Shares from time to time. has the meaning given to that expression in the Corporations Act. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. the time in Sydney, Australia. the letter from Thomson Geer to the STG Board, in the form contained in Section 11. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. $61,000,000, as may be increased by the Additional Purchase Consideration to an amount not exceeding $62,000,000.

77 Page 77 Transaction Costs Transaction Costs Extinguishment Amount Warrant Warrant Cancellation Fee all transaction costs (including any broker s, finder s, financial adviser s, legal, accounting or investment banker s fee, cost or commission, any break fees payable to any Third Party with whom STG signed a scheme implementation agreement prior to the date of the Scheme Implementation Agreement, or similar payments, fees and costs incurred in connection with conducting the scheme of arrangement process) and incentive payments incurred or owed by the STG Group or any member of the STG Group to NAB, EMUH or any employees, senior managers, directors or third parties in connection with the Scheme or the transactions contemplated by the Scheme Implementation Agreement. those funds that are required to enable the STG Group to pay all Transaction Costs which have been incurred by the STG Group but remain unpaid as at the Implementation Date. has the meaning given to that expression in clause 1.1 of the Scheme Implementation Agreement. the difference (if any) between: the Total Purchase Consideration, on the one hand; and the sum of the Transaction Costs Extinguishment Amount, the Non-EMUH STG Shareholder Scheme Consideration, the Bank Debt Extinguishment Amount and the EMUH Scheme Consideration, on the other hand, which is to be paid to EMUH in connection with the cancellation of the Warrant. For the avoidance of doubt, the Warrant Cancellation Fee cannot be a negative number, such that if the Total Purchase Consideration is equal to or less than the sum of the Transaction Costs Extinguishment Amount, the Non-EMUH STG Shareholder Scheme Consideration, the Bank Debt Extinguishment Amount and the EMUH Scheme Consideration, then the Warrant Cancellation Fee shall equal and be deemed to be zero Interpretation In this Scheme Booklet, unless the context requires otherwise: (c) (d) (e) (f) (g) (h) (i) other words and phrases have the same meaning (if any) given to them in the Corporations Act; words of any gender include all genders; words importing the singular include the plural and vice versa; a person or entity includes an individual, a firm, a body corporate, a trust, an unincorporated association or an authority; any contract or other instrument includes any variation or replacement of it and as it may be assigned or novated; a reference to a Section or Annexure is a reference to a Section of or Annexure of this Scheme Booklet as relevant; a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them; headings and bold type are for convenience only and do not affect the interpretation of this Scheme Booklet; a reference to time is a reference to Sydney time;

78 Page 78 (j) (k) (l) (m) a reference to dollars, $, A$, AUD, cents, c, and currency is a reference to the lawful currency of the Commonwealth of Australia; all data contained in diagrams, charts, maps, graphs and tables is based on information available at the Last Practicable Date; an accounting term is a reference to that term as it is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia; and the meaning of any general language is not restricted by any accompanying example, and the words includes, including, such as, for example or similar words are not words of limitation.

79 Annexure A Independent Expert s Report See over the page. Legal/ _15

80 INDEPENDENT EXPERT S REPORT Staging Connections Group Limited In relation to the proposed acquisition, by Freeman Audio Visual, Inc., of shares in Staging Connections Group Limited via a Scheme of Arrangement. 10 August 2015

81 Tel: Fax: Level 11, 1 Margaret St SYDNEY NSW 2000 Australia This Financial Services Guide is issued in relation to an independent expert s report ( Report or IER ) prepared by BDO Corporate Finance (East Coast) Pty Ltd (ABN ) ( BDOCF ) at the request of the directors ( Directors ) of Staging Connections Group Limited ( SCGL or the Company ). Engagement The IER is intended to accompany the Notice of meeting and Scheme booklet ( Transaction Documents ) that is to be provided by the Directors of SCGL to the Shareholders of SCGL ( SCGL Shareholders ) to assist the Non-Equity Management Unit Holdings Pty Limited Shareholders ( Non- EMUH Shareholders ) in determining whether to approve the proposed acquisition by Freeman Audio Visual, Inc ( Freeman ), of shares in SCGL via a scheme of arrangement. Financial Services Guide BDOCF holds an Australian Financial Services Licence (License No: ) ( Licence ). As a result of our IER being provided to you BDOCF is required to issue to you, as a retail client, a Financial Services Guide ( FSG ). The FSG includes information on the use of general financial product advice and is issued so as to comply with our obligations as holder of an Australian Financial Services Licence. Financial services BDOCF is licensed to provide The Licence authorises BDOCF to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues, to carry on a financial services business to provide general financial product advice for securities and certain derivatives (limited to old law securities, options contracts and warrants) to retail and wholesale clients. BDOCF provides financial product advice by virtue of an engagement to issue the IER in connection with the issue of securities of another person. Our IER includes a description of the circumstances of our engagement and identifies the party who has engaged us. You have not engaged us directly but will be provided with a copy of our IER (as a retail client) because of your connection with the matters on which our IER has been issued. Our IER is provided on our own behalf as an Australian Financial Services Licensee authorised to provide the financial product advice contained in the IER. General financial product advice Our IER provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your particular personal circumstances or objectives (either financial or otherwise), your financial position or your needs. Some individuals may place a different emphasis on various aspects of potential investments. An individual s decision in relation to voting on the Proposed Transaction described in the Transaction Documents may be influenced by their particular circumstances and, therefore, individuals should seek independent advice. Benefits that BDOCF may receive BDOCF will receive a fee based on the time spent in the preparation of the IER in the amount of approximately $25,000 (plus GST and disbursements). BDOCF will not receive any fee contingent upon the outcome of the Proposed Transaction, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the Proposed Transaction. Remuneration or other benefits received by our employees All our employees receive a salary. Employees may be eligible for bonuses based on overall productivity and contribution to the operation of BDOCF or related entities but any bonuses are not directly connected with any assignment and in particular are not directly related to the engagement for which our IER was provided. Referrals BDOCF does not pay commissions or provide any other benefits to any parties or person for referring customers to us in connection with the reports that BDOCF is licensed to provide. Associations and relationships BDOCF is the licensed corporate finance arm of BDO East Coast Partnership, Chartered Accountants and Business Advisers. The directors of BDOCF may also be partners in BDO East Coast Partnership, Chartered Accountants and Business Advisers. BDO East Coast Partnership, Chartered Accountants and Business Advisers is comprised of a number of related entities that provide audit, accounting, tax and financial advisory services to a wide range of clients. BDOCF s contact details are as set out on our letterhead. BDOCF is unaware of any matter or circumstance that would preclude it from preparing the IER on the grounds of independence under regulatory or professional requirements. In particular, BDOCF has had regard to the provisions of applicable pronouncements and other guidance statements relating to professional independence issued by Australian professional accounting bodies and Australian Securities and Investments Commission ( ASIC ). Complaints resolution As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, BDO Corporate Finance (East Coast) Pty Ltd, Level 10, 1 Margaret Street, Sydney NSW On receipt of a written complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as practical. If we cannot reach a satisfactory resolution, you can raise your concerns with the Financial Ombudsman Service Limited ( FOS ). FOS is an independent body established to provide advice and assistance in helping resolve complaints relating to the financial services industry. BDOCF is a member of FOS. FOS may be contacted directly via the details set out below. Financial Ombudsman Service Limited GPO Box 3 Melbourne VIC 3001 Toll free: info@fos.org.au BDO East Coast Partnership ABN is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN , an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

82 Tel: Fax: Level 11, 1 Margaret St SYDNEY NSW 2000 Australia The Directors Staging Connections Group Limited Lilyfield Road ROZELLE NSW August 2015 Dear Directors INDEPENDENT EXPERT S REPORT IN RELATION TO THE PROPOSED ACQUISITION, BY FREEMAN, OF SHARES IN STAGING CONNECTIONS GROUP LIMITED VIA A SCHEME OF ARRANGEMENT. Introduction BDO Corporate Finance (East Coast) Pty Ltd (ABN ) ( BDOCF, we or us ) has been engaged by the Directors ( Directors ) of Staging Connections Group Limited ( SCGL or the Company ) to prepare an independent expert s report ( Report or IER ), setting out our opinion as to whether the proposed acquisition of shares held by parties other than Equity Management Unit Holdings Pty Limited ( EMUH ) for consideration of between $ and $ per share ( Proposed Transaction ), is fair and reasonable and as a result in the best interests of Non-Equity Management Unit Holdings Pty Limited shareholders in SCGL ( Non-EMUH Shareholders ), in the absence of a superior offer. Proposed Transaction On 17 July 2015, SCGL entered into a scheme implementation agreement ( Implementation Agreement ) with Freeman under which it is proposed that Freeman will acquire all SCGL ordinary shares by way of a court approved scheme of arrangement, subject to the approval of existing shareholders of SCGL ( SCGL Shareholders ) and other conditions precedent (including approval of EMUH at the second scheme meeting). If the Proposed Transaction is approved and becomes effective, the total purchase consideration payable by Freeman for the acquisition of SCGL will be the lower of: $62 million, and $61 million plus the sum of all available funds (if any) in the bank accounts in the name of each member of the SCGL group, up to a maximum of $1 million in aggregate, such that the maximum total purchase consideration payable ( Total Consideration ) will not exceed $62 million. The Total Consideration will be applied in the following order: Table 1: Total Consideration application order Component Transaction costs extinguishment amount: Payment of those transaction costs incurred by SCGL in implementing the Proposed Transaction which remain outstanding. Amount per $ consideration per Non-EMUH Share Up to a maximum of $3,565,000 (including costs owing to NAB and EMUH) in transaction costs. Amount per $ consideration per Non-EMUH Share Up to a maximum of $3,565,000 (including costs owing to NAB and EMUH) in transaction costs. Non-EMUH Shareholders consideration: Payment of consideration to SCGL Non-EMUH Shareholders of between $ and $ for each share. Expected to be approximately $8,114,461 in aggregate. Expected to be approximately $8,614,620 in aggregate. Bank debt extinguishment amount: Payment of the outstanding bank debt owed by SCGL to its financier, National Australia Bank Limited ( NAB ). The aggregate of the bank debt extinguishment amount, the EMUH consideration and the warrant cancellation fee is expected to be at least $49,320,539. The aggregate of the bank debt extinguishment amount, the EMUH consideration and the warrant cancellation fee is expected to be not more than $49,820,380. BDO East Coast Partnership ABN is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN , an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

83 Table 1: Total Consideration application order Component EMUH consideration: Payment of consideration to EMUH (to the extent that any amount of the Total Consideration remains available after the payments referred to above). Warrant cancellation fee 1 : Payment of the warrant cancellation fee to EMUH, in consideration for the extinguishment of the warrant held by EMUH ( EMUH Warrant ) (to the extent that any amount of the Total Consideration remains available after the payments referred to above). Amount per $ consideration per Non-EMUH Share The maximum possible EMUH consideration (if any) is expected to be $ per share. The EMUH Consideration and the warrant cancellation fee may each be zero. Amount per $ consideration per Non-EMUH Share The maximum possible EMUH consideration (if any) is expected to be $ per share. The EMUH Consideration and the warrant cancellation fee may each be zero. Total consideration $61,000,000 $62,000,000 Source: Implementation Agreement Note 1: EMUH was granted a warrant on 28 June 2013, which if exercised would result in the issue of a further 55,084,500 shares to EMUH at a total exercise price of $1.00. If the Proposed Transaction is approved, Freeman will acquire 100% of SCGL s shares, even if any individual SCGL Shareholder voted against the scheme. Implementing the Proposed Transaction The key steps to implementing the Proposed Transaction are: Non-EMUH Shareholders will vote on whether to approve the Proposed Transaction at scheme meeting 1 on 24 September 2015; Following the above meeting, Equity Management Unit Holdings Pty Limited shareholders in SCGL ( EMUH Shareholders ) will vote on whether to approve the Proposed Transaction at scheme meeting 2 on 24 September 2015; SCGL Shareholders will vote at the General Meeting (24 September 2015, post scheme meeting 2) on whether to approve the resolution in relation to the giving of benefits to certain senior managers of SCGL and additional non-executive directors fees for certain directors of SCGL subject to the Proposed Transaction becoming effective; If the requisite majorities of SCGL Shareholders approve the Proposed Transaction, and all conditions precedent (other than court approval and lodgement of the court order with the Australian Securities and Investments Commission ( ASIC )) have been satisfied or waived, SCGL will apply to the court for approval of the Proposed Transaction; If the court approves the Proposed Transaction, SCGL will lodge with ASIC a copy of the court's orders approving the scheme ( Effective Date ). On or before 8am on 22 September 2015, each E Class Share on issue by SCGL will either be converted into fully paid ordinary shares or bought back and cancelled; When the Proposed Transaction is implemented ( Implementation Date ), Freeman will acquire all SCGL shares and will pay the Total Consideration. The EMUH Warrant will also be cancelled on this date. Purpose of Report We have been appointed by the Directors to prepare an IER setting out our opinion as to whether the Proposed Transaction is fair and reasonable and in the best interests of Non-EMUH Shareholders, in the absence of a superior proposal. The Proposed Transaction is to be implemented pursuant to Section 411 of the Corporations Act 2001 (the Act). Section 411(3) (in conjunction with part 3 of Schedule 8 of the Corporations Regulations 2001) of the Act requires that an explanatory statement issued in relation to a proposed scheme of arrangement under Section 411 of the Act be accompanied by a report prepared by an independent expert in the instances where a party to the scheme has a shareholding of at least 30% in the other party or where there are common directors. In this case there is no obligation to commission a report prepared by an independent expert, however it is common, and expected by ASIC and the court, for a target to voluntarily commission an IER for inclusion in a scheme booklet or be accompanied by an IER which states whether, in the expert s opinion, the scheme is in the best interests of the target shareholders. BDO Corporate Finance (East Coast) Pty Ltd iv

84 Accordingly, the Directors have requested that BDOCF prepare this IER to accompany the Transaction Documents required to be provided to the Shareholders of SCGL to enable Non-EMUH Shareholders to assess the merits of the Proposed Transaction and to decide whether to approve the Proposed Transaction. Summary of Opinion We have considered the terms of the Proposed Transaction as outlined in the body of this Report and have concluded that the Proposed Transaction is fair and reasonable and in the best interests of Non-EMUH Shareholders, in the absence of a superior proposal. A summary of our analysis in forming the above opinion is provided below. Fairness Assessment In determining whether the Proposed Transaction is in the best interest of Non-EMUH Shareholders we have had regard to ASIC Regulatory Guide 111 Content of expert reports (RG 111). RG indicates that in circumstances where a scheme of arrangement is used to achieve a change of control, then ASIC expects a person preparing an IER is to perform substantially the same form of analysis as for a takeover bid made pursuant to Chapter 6 of the Act. RG 111 indicates that an independent expert would be able to conclude that the scheme of arrangement was in the best interests of the shareholders if they consider a proposal is fair and reasonable. An offer is fair if the value of the offer price or consideration is equal to or greater than the value of the securities the subject of the offer. The value of the securities the subject of the offer is determined assuming: A knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm s length. 100% ownership of the target company, irrespective of the percentage holding of the bidder or its associates in the target company. The consideration offered to Non-EMUH shareholders is between $ and $ per share. The Proposed Transaction will be fair to Non-EMUH Shareholders if the consideration is equal to or greater than the value of the securities the subject of the offer (fair market value of an SCGL share pre-transaction on a control basis). The result of our fairness analysis is summarised below. Table 2: Fairness assessment Per Share Ref Low High Fair market value of a share in SCGL prior to the Proposed Transaction (control basis) Consideration Source: BDOCF Analysis From the above, consideration between $ and $ per share is greater than the value of each share prior to the Proposed Transaction. Accordingly, the Proposed Transaction is considered to be fair to Non-EMUH Shareholders. Reasonableness Assessment In accordance with RG 111 an offer is reasonable if it is fair. On this basis, the Proposed Transaction is reasonable for Non-EMUH Shareholders. BDO Corporate Finance (East Coast) Pty Ltd v

85 We have however performed an assessment of reasonableness. Set out below is a summary of the factors we have considered in our reasonableness assessment. Table 3: Summary of factors considered in the reasonableness assessment Advantages The offer price is greater than our assessed value of a SCGL per share. Liquidity Certainty No brokerage fees or stamp duty Removes refinancing risk We have valued 100% of SCGL s equity (prior to the Proposed Transaction) at nil (Section 5.2). Under the Proposed Transaction the acquirer will acquire shares held by parties other than EMUH for consideration of between $ and $ per share. The Company was delisted from the ASX on 12 December 2011, and shares in SCGL have not been publicly traded since this date. The last recorded closing price for shares in SCGL prior to delisting was $0.091 per share. The Proposed Transaction will provide the Non-EMUH Shareholders with an opportunity to realise value for their shares which otherwise may not be possible. The Proposed Transaction provides a Non-EMUH Shareholder with timing and the value certainty of cash. It also removes the non EMUH shareholders exposure to risks and uncertainties inherent in the continuing operation of SCGL. No brokerage or stamp duty is payable by the Non-EMUH shareholders on the transfer of their shares under the Proposed Transaction. The NAB debt facilities mature on 30 September In the absence of the Proposed Transaction (or an alternative transaction), SCGL will have to obtain new financing facilities. This may involve future equity raisings. The Proposed Transaction removes SCGL shareholders exposure to this refinancing risk. Disadvantages No longer benefit in any upside achieved by SCGL If the Proposed Transaction is approved, Non-EMUH Shareholders will forgo their interest in SCGL. Depending on the individual, this may diminish or remove their exposure to the business event staging industry, eliminate the opportunity to benefit from a superior offer from another party and entitlement to potential future dividend income from SCGL. Source: BDOCF analysis Other Matters Shareholders individual circumstances Our analysis has been undertaken, and our conclusions are expressed at an aggregate level. Accordingly, BDOCF has not considered the effect of the Proposed Transaction on the particular circumstances of individual Non-EMUH Shareholders. Some individual Non-EMUH Shareholders may place a different emphasis on various aspects of the Proposed Transaction from that adopted in this IER. Accordingly, individual Non-EMUH Shareholders may reach different conclusions as to whether or not the Proposed Transaction is fair and reasonable in their individual circumstances. The decision of an individual Non-EMUH Shareholder in relation to the Proposed Transaction may be influenced by their particular circumstances and accordingly Non-EMUH Shareholders are advised to seek their own independent advice. Approval or rejection of the Proposed Transaction is a matter for individual Non-EMUH Shareholders based on their expectations as to the expected value and future prospects and market conditions together with their particular circumstances, including risk profile, liquidity preference, portfolio strategy and tax position. Non-EMUH Shareholders should carefully consider the Transaction Documents. Non-EMUH Shareholders who are in doubt as to the action they should take in relation to the Proposed Transaction should consult their professional adviser. Capitalised terms used in this Report have the meanings set out in the glossary. Current Market Conditions Our opinion is based on economic, market and other conditions prevailing at the date of this IER. Such conditions can change significantly over relatively short periods of time. Changes in those conditions may result in any valuation or other opinion becoming quickly outdated and in need of revision. We reserve the right to revise any valuation or other opinion, in light of material information existing at the valuation date that subsequently becomes known to us. BDO Corporate Finance (East Coast) Pty Ltd vi

86 Sources of Information Appendix 2 to the IER sets out details of information referred to and relied upon by us during the course of preparing this IER and forming our opinion. The statements and opinions contained in this IER are given in good faith and are based upon our consideration and assessment of information provided by SCGL. Under the terms of our engagement, SCGL agreed to indemnify the partners, directors and staff (as appropriate) of BDO East Coast Partnership and BDOCF and their associated entities, against any claim, liability, loss or expense, costs or damage, arising out of reliance on any information or documentation provided by SCGL which is false or misleading or omits any material particulars, or arising from failure to supply relevant information. Limitations This IER has been prepared at the request of the Directors for the sole benefit of the Directors and Non-EMUH Shareholders to assist them in their decision to approve or reject the Proposed Transaction. This IER is to accompany the Transaction Documents to be sent to SCGL Shareholders to consider the Proposed Transaction and was not prepared for any other purpose. Accordingly, this IER and the information contained herein may not be relied upon by anyone other than the Directors and Non-EMUH Shareholders without our written consent. We accept no responsibility to any person other than the Directors and Shareholders in relation to this IER. This IER should not be used for any other purpose and we do not accept any responsibility for its use outside this purpose. Except in accordance with the stated purpose, no extract, quote or copy of our IER, in whole or in part, should be reproduced without our written consent, as to the form and context in which it may appear. We have consented to the inclusion of the IER with the Transaction Documents. Apart from this IER, we are not responsible for the contents of the Transaction Documents or any other document associated with the Proposed Transaction. We acknowledge that this IER may be lodged with regulatory authorities. Summary This summary should be read in conjunction with the attached IER that sets out in full, the purpose, scope, basis of evaluation, limitations, information relied upon, analysis and our findings. Glossary A glossary of terms used throughout this IER is set out in Appendix 1. Financial Services Guide BDOCF holds an Australian Financial Services Licence which authorises us to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues. A financial services guide is attached to this IER. Yours faithfully BDO CORPORATE FINANCE (EAST COAST) PTY LTD Sebastian Stevens Director David McCourt Director BDO Corporate Finance (East Coast) Pty Ltd vii

87 TABLE OF CONTENTS PURPOSE AND BACKGROUND Purpose Proposed Transaction Implementing the Proposed Transaction Pro forma Capital Structure post Proposed Transaction... 2 SCOPE AND LIMITATIONS Scope Summary of Regulatory Requirements Basis of Assessment Special Value Reliance on Information Limitations Assumptions PROFILE OF SCGL Overview Business Operations Historical Financial Information Capital Structure and Ownership EMUH Warrant LTI Plan VALUATION METHODOLOGY Valuation Requirements Consideration Valuation in Accordance with APES VALUATION OF SCGL (PRIOR TO PROPOSED TRANSACTION ON A CONTROL BASIS) Valuation summary Fair market value of SCGL using COE method Approach Normalised earnings Capitalisation multiple Value of debt Transaction costs Shares outstanding CONSIDERATION FAIRNESS ASSESSMENT Fairness assessment REASONABLENESS ASSESSMENT Advantages Disadvantages QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications Independence Disclaimer APPENDIX 1: GLOSSARY APPENDIX 2: SOURCES OF INFORMATION APPENDIX 3: VALUATION METHODS - BUSINESSES AND ASSETS APPENDIX 4: COMPARABLE COMPANY DESCRIPTIONS APPENDIX 5: COMPARABLE COMPANY MULTIPLES BDO Corporate Finance (East Coast) Pty Ltd viii

88 1. PURPOSE AND BACKGROUND 1.1. Purpose We have been appointed by the Directors to prepare an IER setting out our opinion as to whether the Proposed Transaction is fair and reasonable and in the best interest of Non-EMUH Shareholders, in the absence of a superior proposal. This IER is to accompany the Transaction Documents required to be provided to Non-EMUH Shareholders. It has been prepared to assist and enable Non-EMUH Shareholders assess the merits of the Proposed Transaction and to decide whether to approve the Proposed Transaction. A summary of the background to the terms of the Proposed Transaction is set out below Proposed Transaction SCGL has entered into a Scheme Implementation Agreement with Freeman under which it is proposed that Freeman will acquire all SCGL Ordinary Shares by way of a court approved scheme of arrangement, subject to the approval of existing shareholders of SCGL ( SCGL Shareholders ) and other conditions precedent. If the Proposed Transaction is approved and becomes effective, the total purchase consideration payable by Freeman for the acquisition of SCGL will be the lower of: $62 million, and $61 million plus the sum of all available funds (if any) in the bank accounts in the name of each member of SCGL group, up to a maximum of $1,000,000 in aggregate, such that the maximum total purchase consideration payable ( Total Consideration ) will not exceed $62 million. The Total Consideration will be applied in the following order: Table 4: Total Consideration application order Component Transaction costs extinguishment amount: Payment of those transaction costs incurred by SCGL in implementing the Proposed Transaction which remain outstanding. Amount per $ consideration per Non-EMUH Share Up to a maximum of $3,565,000 (including costs owing to NAB and EMUH) in transaction costs. Amount per $ consideration per Non-EMUH Share Up to a maximum of $3,565,000 (including costs owing to NAB and EMUH) in transaction costs. Non-EMUH Shareholders consideration: Payment of consideration to SCGL Non-EMUH Shareholders of between $ and $ for each share. Expected to be approximately $8,114,461 in aggregate. Expected to be approximately $8,614,620 in aggregated. Bank debt extinguishment amount: Payment of the outstanding bank debt owed by SCGL to its financier, National Australia Bank Limited ( NAB ). EMUH consideration: Payment of consideration to EMUH (to the extent that any amount of the Total Consideration remains available after the payments referred to above). Warrant cancellation fee 1 : Payment of the warrant cancellation fee to EMUH, in consideration for the extinguishment of the warrant held by EMUH ( EMUH Warrant ) (to the extent that any amount of the Total Consideration remains available after the payments referred to above). The aggregate of the bank debt extinguishment amount, the EMUH consideration and the warrant cancellation fee is expected to be at least $49,320,539. The maximum possible EMUH consideration (if any) is expected to be $ per share. The EMUH Consideration and the warrant cancellation fee may each be zero. The aggregate of the bank debt extinguishment amount, the EMUH consideration and the warrant cancellation fee is expected to be not more than $49,820,380. The maximum possible EMUH consideration (if any) is expected to be $ per share. The EMUH Consideration and the warrant cancellation fee may each be zero. Total consideration $61,000,000 $62,000,000 Source: Implementation Agreement Note 1: EMUH was granted a warrant on 28 June 2013, which if exercised would result in the issue of a further 55,084,500 shares to EMUH at a total exercise price of $1.00. BDO Corporate Finance (East Coast) Pty Ltd 1

89 1.3. Implementing the Proposed Transaction The key steps to implementing the Proposed Transaction are: Non-EMUH Shareholders will vote on whether to approve the Proposed Transaction at scheme meeting 1 on 24 September 2015; Following the above meeting, EMUH Shareholders will vote on whether to approve the Proposed Transaction at scheme meeting 2; SCGL Shareholders will vote at the General Meeting on whether to approve the resolution in relation to the giving of benefits to certain senior managers of SCGL and additional non-executivedirectors fees for certain directors of SCGL subject to the Proposed Transaction becoming effective; If the requisite majorities of SCGL Shareholders approve the Proposed Transaction, and all conditions precedent (other than court approval and lodgement of the court order with ASIC) have been satisfied or waived, SCGL will apply to the court for approval of the Proposed Transaction; If the court approves the Proposed Transaction, SCGL will lodge with ASIC a copy of the court's orders approving the scheme the date on which this lodgement occurs will be the effective date for the scheme; On or before 8am on 22 September 2015, each E Class Share on issue by SCGL will either be converted into fully paid ordinary shares or bought back and cancelled; Freeman will acquire all SCGL shares and will pay the Total Consideration and the EMUH Warrant will also be cancelled when the transaction is implemented Pro forma Capital Structure post Proposed Transaction There are currently 96,872,781 fully paid Ordinary Shares on issue to SCGL shareholders, the EMUH Warrant which is a right to subscribe for 55,084,500 new Ordinary Shares, and 12,313,606 E Class Shares. Of the 96,872,781 fully paid Ordinary Shares, 19,374,556 shares are held by EMUH. Non-EMUH Shareholders therefore account for 77,498,225 Ordinary Shares. Currently, SCGL has on issue a right to subscribe for 55,084,500 new Ordinary Shares (i.e., the EMUH Warrant). Further details in relation to the specific terms and conditions of the EMUH Warrant are available in Section 3.5. Under the Proposed Transaction, it is planned that the EMUH Warrant will be extinguished (without having been exercised) with EMUH to receive a cancellation fee (if any). The 12,313,606 E Class Shares are comprised as follows: 1,549,964 E Class Shares held by Peter Barge (one of the SCGL Directors) but not under the LTI Plan. These E Class Shares will be converted into 1,976,995 SCGL Ordinary Shares in accordance with the terms of their issue on or prior to 8am on 22 September ,965,095 E Class Shares are allocated to certain senior managers of the SCGL under the LTI Plan. These E Class Shares will be converted into SCGL Ordinary Shares on a one for one basis in accordance with the terms of their issue on the on or prior to 8am on 22 September ,798,547 E Class Shares are unallocated under the LTI Plan. These E Class Shares will be bought back by SCGL for nominal consideration and cancelled on or prior to 8am on 22 September Further details in relation to the specific terms and conditions of the EMUH Warrant and E Class Shares are available in Sections 3.5 and 3.6 respectively. BDO Corporate Finance (East Coast) Pty Ltd 2

90 Assuming the Proposed Transaction is undertaken, EMUH Warrant is cancelled, and each E Class Shares is extinguished by either exercise or cancellation (as the case may be) simultaneously, the pro forma capital structure will be as follows: Table 5: Capital Structure pre and post Proposed Transaction Security Ordinary Shares held by existing shareholders Prior to conversion Capital structure Pre Proposed Transaction Post conversion/ cancellation % Capital structure Post Proposed Transaction Post conversion 96,872,781 96,872,781 91% - - EMUH Warrant 55,084, E Class Shares 12,313,606 9,942,090 9% - - Ordinary Shares held by Freeman ,814, % Total 164,270, ,814, % 106,814, % Source: SCGL Management % 2. SCOPE AND LIMITATIONS 2.1. Scope The scope of the procedures we undertook in forming our opinion on whether the Proposed Transaction is fair and reasonable to the Non-EMUH Shareholders has been limited to those procedures we believe are required in order to form our opinion. Our procedures did not include verification work nor constitute an audit or assurance engagement in accordance with Australian Auditing and Assurance Standards. The assessment of whether the Proposed Transaction is fair and reasonable to the Non-EMUH Shareholders involved determining the fair market value of various securities, assets and liabilities. For the purposes of our opinion, the term fair market value is defined as the price that would be negotiated in an open and unrestricted market between a knowledgeable, willing, but not anxious purchaser and a knowledgeable, willing, but not anxious vendor, acting at arm s length Summary of Regulatory Requirements The Directors have engaged us to prepare a Report in relation to the Proposed Transaction to satisfy the requirements of: Section 411 of the Act. ASIC Regulatory Guide 60 Schemes of Arrangement ( RG 60 ). The regulatory requirements relevant to this IER are summarised below Section 411 of the Act and RG 60 The Proposed Transaction is to be implemented pursuant to Section 411 of the Corporations Act 2001 (The Act). Section 411(3) (in conjunction with part 3 of Schedule 8 of the Corporations Regulations 2001) of the Act requires that an explanatory statement issued in relation to a proposed scheme of arrangement under Section 411 of the Act be accompanied by a report prepared by an independent expert in the instances where a party to the scheme has a shareholding of at least 30% in the other party or where there are common directors. In this case there is no obligation to commission a report prepared by an independent expert, however it is common, and expected by ASIC and the court, for the target to voluntarily commission an IER for a scheme booklet to include or be accompanied by an IER which states whether, in the expert s opinion, the scheme is in the best interests of target shareholders. Accordingly, the Directors have requested that BDOCF prepare this IER to accompany the Transaction Documents required to be provided to the Shareholders of SCGL to enable Non-EMUH Shareholders to assess the merits of the Proposed Transaction and to decide whether to approve the Proposed Transaction. BDO Corporate Finance (East Coast) Pty Ltd 3

91 2.3. Basis of Assessment In determining whether the Proposed Transaction is in the best interest of Non-EMUH Shareholders we have had regard to: RG 111 Content of expert reports Regulatory Guide 112 Independence of experts ( RG112 ). In particular, RG 111 establishes guidelines in respect of independent expert reports under the Act. RG 111 establishes two distinct criteria for an expert analysing a control transaction. The tests are: Is the offer fair? Is it reasonable? That is, the terms fair and reasonable are regarded as separate elements and are not regarded as a compound phrase. Fair In undertaking our fairness opinion we have had regard to Australian Securities and Investments Commission (ASIC) Regulatory Guide 111 Content of expert reports (RG 111). RG indicates that an offer is fair if the value of the offer price or consideration is equal to or greater than the value of the securities the subject of the offer. The value of the securities the subject of the offer is determined assuming: A knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm s length. 100% ownership of the target company, irrespective of the percentage holding of the bidder or its associates in the target company. The consideration offered to Non-EMUH Shareholders is between $ and $ per share. The Proposed Transaction will be fair if the cconsideration is equal to or greater than the value of the securities the subject of the offer (fair market value of an SCGL share pre-transaction on a control basis). Reasonable In accordance with paragraph 12 of RG111, an offer is reasonable if it is fair. An offer could be considered reasonable if there are valid reasons to approve it (in the absence of any higher bid before the close of the offer), notwithstanding that it may not be regarded as fair. RG sets out some of the factors that an expert might consider in assessing the reasonableness of an offer, including: The bidder s pre-existing voting power in securities in the target. Other significant security holding blocks in the target. The liquidity of the market in the target s securities. Taxation losses, cash flow or other benefits through achieving 100% ownership of the target. Any special value of the target to the bidder, such as particular technology, the potential to write off outstanding loans from the target, etc. The likely market price if the offer is unsuccessful. The value to an alternative bidder and likelihood of an alternative offer being made. Further, RG states that an issue of shares for cash may have other benefits that should be considered in deciding whether the transaction is reasonable. These benefits may include: The provision of new capital to exploit business opportunities A reduction in debt and interest payments, or A needed injection of working capital. BDO Corporate Finance (East Coast) Pty Ltd 4

92 General requirements in relation to the IER In preparing the IER, ASIC requires the independent expert when deciding on the form of analysis for a report, to bear in mind that the main purpose of the report is to adequately deal with the concerns that could reasonably be anticipated of those persons affected by the Proposed Transaction. In preparing the IER we considered the necessary legal requirements and guidance of the Act, ASIC regulatory guides and commercial practice. The IER also includes the following information and disclosures: Particulars of any relationship, pecuniary or otherwise, whether existing presently or at any time within the last two years, between BDO East Coast Partnership or BDOCF and any of the parties to the Proposed Transaction. The nature of any fee or pecuniary interest or benefit, whether direct or indirect, that we have received or will or may receive for or in connection with the preparation of the IER. We have been appointed as independent expert for the purposes of providing an IER for the Documents. That we have relied on information provided by the Board and management of SCGL and that we have not carried out any form of audit or independent verification of the information provided. That we have received representations from the Board in relation to the completeness and accuracy of the information provided to us for the purpose of our IER Special Value We have not considered special value in forming our opinion. Special value is the amount that a potential acquirer may be prepared to pay for a business in excess of the fair market value. This premium represents the value to the particular potential acquirer of potential economies of scale, reduction in competition, other synergies and cost savings arising from the acquisition under consideration not available to likely purchasers generally. Special value is not normally considered in the assessment of fair market value as it relates to the individual circumstances of special purchasers Reliance on Information This IER is based upon financial and other information provided by the Board and management of SCGL. We have considered and relied upon this information. Unless there are indications to the contrary, we have assumed that the information provided was reliable, complete and not misleading, and material facts were not withheld. The information provided was evaluated through analysis, inquiry and review for the purpose of forming an opinion as to whether the Proposed Transaction is fair and reasonable and in the best interests of Non-EMUH Shareholders in the absence of a superior proposal. We do not warrant that our inquiries have identified or verified all of the matters which an audit, extensive examination or due diligence investigation might disclose. In any event, an opinion as to whether a corporate transaction is fair and reasonable is in the nature of an overall opinion rather than an audit or detailed investigation. It is understood that the accounting information provided to us was prepared in accordance with generally accepted accounting principles. Where we relied on the views and judgement of management the information was evaluated through analysis, inquiry and review to the extent practical. However, such information is often not capable of direct external verification or validation. Under the terms of our engagement, SCGL has agreed to indemnify BDOCF and BDO East Coast Partnership, and their partners, directors, employees, officers and agents (as applicable) against any claim, liability, loss or expense, costs or damage, arising out of reliance on any information or documentation provided, which is false or misleading or omits any material particulars, or arising from failure to supply relevant documentation or information. BDO Corporate Finance (East Coast) Pty Ltd 5

93 2.6. Limitations We acknowledge that this IER may be lodged by the Board with regulatory and statutory bodies and will be included in the Transaction Documents to be sent to the Non-EMUH Shareholders. The Board acknowledges that our IER has been prepared solely for the purposes noted previously in the Transaction Documents and accordingly we disclaim any responsibility from reliance on the IER in regard to its use for any other purpose. Except in accordance with the stated purposes, no extract, quote or copy of the IER, in whole or in part, should be reproduced without our prior written consent, as to the form and context in which it may appear. Our procedures in the preparation of the IER have involved an analysis of financial information and accounting records. This did not include verification work nor constitute an audit or review in accordance with Australian Auditing and Assurance Standards and consequently has not enabled us to obtain assurance that we would become aware of all significant matters that might be identified in an audit or review. Accordingly, we have not expressed an audit or review opinion. It was not our role to undertake, and we have not undertaken any commercial, technical, financial, legal, taxation or other due diligence, other similar investigative activities in respect of SCGL. We understand that the Board has been advised by legal, accounting and other appropriate advisors in relation to such matters as necessary. We provide no warranty or guarantee as to the existence, extent, adequacy, effectiveness and/or completeness of any due diligence or other similar investigative activities by the Board or their advisors. We note that the IER does not deal with the individual investment circumstances of Non-EMUH Shareholders and no opinion has been provided in relation to same. Some individual Non-EMUH Shareholders may place a different emphasis on various aspects of the Proposed Transaction from that adopted in our IER. Accordingly, individuals may reach different conclusions on whether or not the Proposed Transaction is fair and reasonable and in their best interests, to them. An individual Non-EMUH Shareholder s decision in relation to the Proposed Transaction may be influenced by their particular circumstances and, therefore, Non-EMUH Shareholders are advised to seek their own independent advice. Apart from the IER, we are not responsible for the contents of the Transaction Documents or any other document. We have provided consent for inclusion of the IER in the Transaction Document. Our consent and the Transaction Documents acknowledge that we have not been involved with the issue of the Transaction Documents and that we accept no responsibility for the Transaction Documents Assumptions In forming our opinion, we have made certain assumptions and outline these in our IER including: Assumptions outlined in the valuation sections. That matters such as title to all relevant assets, compliance with laws and regulations and contracts in place are in good standing, and will remain so, and that there are no material legal proceedings, other than as publicly disclosed. Information sent out in relation to the Proposed Transaction to Non-EMUH Shareholders or any regulatory or statutory body is complete, accurate and fairly presented in all material respects. Publicly available information relied on by us is accurate, complete and not misleading. If the Proposed Transaction is implemented, that it will be implemented in accordance with the stated terms. The legal mechanisms to implement the Proposed Transaction are correct and effective. There are no undue changes to the terms and conditions of the Proposed Transaction or complex issues unknown to us. BDO Corporate Finance (East Coast) Pty Ltd 6

94 3. PROFILE OF SCGL 3.1. Overview SCGL is an unlisted public company founded in It currently operates in Australia, New Zealand, Fiji, China and Singapore and is a market leader in events and exhibitions Business Operations Event services SCGL provides a complete event management solution, which incorporates audio visual ( AV ) styling and theming, set design, multimedia content and digital event services such as webcasting. SCGL provides its suite of event management services for a range of functions, which include: Meetings and conferences Award nights and gala dinners Product launches and sales kick-offs Roadshows, and Annual general meetings. Event services are classified as either venue services or produced events. Venue services refers to long term annuity contracts with hotels, where SCGL provides the AV equipment and staff to deliver event services at the hotel. SCGL staff are permanently based in these partner hotels and work with hotel staff to organise and deliver events. Produced events cover the same services offered by Venue services, however the events are organised and delivered for clients directly through SCGL, at venues outside of the network Exhibition services In addition, SCGL also operates as a global exhibition organiser via the Exhibitions & Trade Fairs ( ETF ) business. It owns and also operates exhibitions on behalf of third parties. At present ETF s current portfolio includes 14 events and revenue is generated from selling exhibition booths, sponsorship of exhibitions and gate receipts from attendees Divisional breakdown SCGL divides its business along geographical and divisional segments for management reporting purposes, and this is reflected in the Company s financial statements which provide information on a segmental basis. The segments for which the Company reports are as follows: Staging connections - Australia, New Zealand and Fiji ( ANZPAC ) region operations ETG Staging Connections China operations The Event Company Singapore operations Exhibitions & Trade Fairs Worldwide operations ANZPAC head office Head office costs consisting of Marketing, HR, Operations, Venue Sales and Digital in relation to ANZPAC operations, and Group head office - Head office functions consisting of Management, Finance, IT, legal and personnel which are not allocated across the business segments. BDO Corporate Finance (East Coast) Pty Ltd 7

95 3.3. Historical Financial Information Financial Performance The historical income statements of SCGL are set out in the table below. We note that FY2012 to FY2014 figures are actual (A), audited results. FY2015 are figures from unaudited, management accounts ( SCGL Management Accounts ) and are a combination of actual results for the nine months to 31 March 2015 (9A) and management forecasts for the three months to 30 June 2015 (3F). FY2016 and FY2017 figures are management forecasts (F) of financial performance. Table 6: Statements of financial performance of SCGL $ 000 unless stated otherwise FY2012 (A) FY2013 (A) FY2014 (A) FY2015 (9A +3F) FY2016 (F) FY2017 (F) Revenue from continuing operations 117, ,201 95, , , ,052 Other income ,031 2,192 1,459 1,536 Costs of services rendered (27,541) (24,947) (24,132) (23,741) (28,615) (31,240) Other expenses (76,466) (70,323) (68,954) (70,829) (74,121) (78,731) EBITDA 13,603 8,716 3,904 9,055 11,767 15,616 Depreciation and amortisation (10,769) (7,771) (7,454) (6,967) (7,379) (7,745) Impairment of goodwill (18,600) EBIT (15,766) 945 (3,550) 2,089 4,388 7,871 Finance costs (6,084) (5,204) (3,502) (3,144) (3,460) n/a Profit before tax (21,850) (4,259) (7,052) (1,055) 928 n/a Tax benefit /(expense) 1, (124) n/a n/a n/a Profit/(loss) from discontinued operations (63) 1,748 (4,261) n/a n/a n/a Net profit (20,471) (1,980) (11,437) n/a n/a n/a Source: Financial Statements and SCGL Management Account and Management forecasts n/a: not available In relation to the Company s income statements, we note the following: Revenue from continuing operations has fallen across the historical, audited three year period. In FY2012, SCGL experienced significant losses. This was largely due to substantial impairment charges booked in 2012, which caused significant losses at EBIT level. These have arisen predominantly in the Events and Trade Fairs ( ETF ) and Asia divisions ($10.3m and $5.6m respectively in 2012), which we understand are each more heavily reliant upon large one-off events. Demand for such events has declined since the global financial crisis. In FY2014, results were affected by lower revenue from continuing operations. The ETF business experienced a difficult year with no major events held due to the cyclical nature of its portfolio of events. This resulted in the EBITDA contribution from ETF declining by $4.8 million and the business operating at a loss in Further, SCGL sold its 51% interest in Gearhouse Dubai (Gearhouse) for $9.1 million on 18 December This resulted in a $4.3 million loss from discontinued assets relates to SCGL s minority interest loss. BDO Corporate Finance (East Coast) Pty Ltd 8

96 Historical Statements of Financial Position The audited, statements of financial position of SCGL as at 30 June 2012, 30 June 2013 and 30 June 2014, as well as the Company s unaudited, balance sheet as at 31 March 2015 from its management accounts, are set out below: Table 7: Statements of financial position of SCGL $ 000 unless stated otherwise 30-Jun Jun Jun Mar-15 CURRENT ASSETS Cash and cash equivalents 8,483 6,918 1, Trade and other receivables 16,766 16,469 18,547 16,838 Inventories Non-current assets held for sale NON-CURRENT ASSETS 25,392 23,560 19,958 17,572 Property, plant & equipment 21,315 20,306 12,093 12,487 Intangible assets 81,049 84,425 72,150 73,062 Other non-current assets 5, ,064 1, , ,587 85,307 86,611 TOTAL ASSETS 133, , , ,183 CURRENT LIABILITIES Trade and other payables (21,420) (20,764) (23,598) (21,082) Borrowings (15,657) (4,916) (7,285) (7,193) Provisions (2,539) (2,799) (409) (2,550) Current tax liabilities (405) (502) (2,718) - NON-CURRENT LIABILITIES (40,021) (28,981) (34,010) (30,825) Borrowings (56,232) (47,178) (39,266) (39,841) Provisions (462) (414) (386) (386) Other non-current liabilities (85) (6) (8) (12) (56,779) (47,598) (39,660) (40,239) TOTAL LIABILITIES (96,800) (76,579) (73,670) (71,064) NET ASSETS 36,302 52,568 31,595 33,119 EQUITY Contributed equity 199, , , ,193 Other reserves (7,949) (5,024) (3,862) (1,868) Retained losses (162,989) (163,846) (178,736) (179,206) Minority interest 8,052 7, TOTAL EQUITY 36,302 52,568 31,595 33,119 Source: Financial Statements and SCGL Management Accounts. We note the following in relation to the Company s balance sheet information: Long term borrowings are made up of SCGL s obligations under its asset finance facility contracts (maturing 30 September 2016), and other loans consisting of bank bills and an overdraft facility (maturing 30 September 2016). The Company has complied with all of its banking covenants as at 30 June Included within intangible assets is a goodwill balance of approximately $68m. The value of this goodwill may not be realisable on a separate sale of the assets of the business. Other intangibles include trademarks, customer contracts and relationships, brand name, restrictive covenants and software intangibles. BDO Corporate Finance (East Coast) Pty Ltd 9

97 Debt restructuring At the Company s general meeting held on 28 June 2013, Shareholders approved a debt restructure with the NAB. Under the restructure, a total of 19,374,556 shares representing a 20% interest, were issued to EMUH, a 100% subsidiary of NAB. In addition, a warrant was granted to EMUH, which if exercised would result in the issue of a further 55,084,500 shares to EMUH ( EMUH Warrant ). The total exercise price of the EMUH Warrant is $1. If exercised, EMUH s interest would increase to 49%. In conjunction with the share and warrant issues, NAB permanently forgave $20 million of bank bill debt that the Company owed to NAB Minority interest Included in the balance sheet for SCGL from 30 June 2012 to 30 June 2013 is an amount attributable to minority interests. This relates to a 49% interest in the previously existing, Dubai segment which was held by third parties. On 18 December 2013, SCGL s sold its 51% interest in Gearhouse HK for $9.1 million. Gearhouse HK included a 100% shareholding interest in a Dubai based company, Gearhouse LLC Limited, which delivered event services for corporate presentations, product launches, promotions, conferences and other significant corporate events. The company was also significantly involved in full service event production as well as providing full production services including producing, designing, lighting, sound, video projection, cameras, LED screens and set and stage for large government and corporate customers. SCGL s minority interest over the period has been calculated as follows: Table 8: SCGL Minority interests $ 000 unless stated otherwise 30-Jun Jun Jun-14 Interest in: Share capital Dubai 1,858 1,858 - Retained profits - Dubai 6,194 5,374-49% interest held by external shareholders 8,052 7,232 - Source: Financial statements 3.4. Capital Structure and Ownership As at 31 March 2015, SCGL had the following securities on issue: Table 9: SCGL securities on issue Security Fully paid Ordinary Shares EMUH Warrant E Class shares (pre conversion) Source: SCGL Management Total Details 96,872,781 Of the 96,872,781 fully paid Ordinary Shares, 19,374,556 Ordinary Shares belong to EMUH. Non-EMUH Shareholders therefore account for 77,498,225 Ordinary Shares. 55,084,500 At the time of the debt restructuring (Section 3.3.3), EMUH was issued with a warrant that it could exercise that would increase its interest in SCGL to 49% (from 19,374,556 Ordinary Shares to 74,459,056 Ordinary Shares) prior to the issue of the E-Class Shares. The exercise price of the EMUH Warrants in total is $1. 12,313,606 E Class Shares are held as described in section 1.4. These E Class Shares are convertible into Ordinary Shares in certain circumstances including the sale of the Company. As part of the Proposed Transaction, the E Class Shares would convert into 9,942,090 Ordinary Shares. BDO Corporate Finance (East Coast) Pty Ltd 10

98 The top 10 fully paid, Ordinary Shareholders as at 24 April 2015 had the following holdings: Table 10: Top 10 shareholders Rank Shareholder Securities Outstanding % ownership 1 MGB EQUITY GROWTH PTY LTD 26,370,113 27% 2 EQUITY MANAGEMENT UNIT HOLDINGS PTY LTD 19,374,556 20% 3 INVESTEC WENTWORTH PRIVATE EQUITY LIMITED 10,805,947 11% 4 IWPE NOMINEES PTY LIMITED 10,805,941 11% 5 PONITE PTY LIMITED 7,966,305 8% 6 MR CHRISTOPHER IAN WALLIN 2,340,000 2% 7 MR DAVID RONALD ZWI 1,632,410 2% 8 W DONNELLY SERVICES PTY LTD 1,344,942 1% 9 JAMBER INVESTMENTS PTY LTD 1,184,102 1% 10 MR TONY DOUGLAS CHAMBERLAIN & MRS MELINDA ANNE CHAMBERLAIN 922,950 1% Subtotal 82,747,266 85% Other Shareholders 14,125,515 15% Total securities outstanding 96,872, % Source: SCGL Management 3.5. EMUH Warrant Under the debt restructure approved in the Company s general meeting on 28 June 2013, EMUH was granted a warrant, which if exercised would result in the issue of a further 55,084,500 shares to EMUH. If exercised, EMUH s interest would increase to 49% with 74,459,056 Ordinary Shares. The exercise price of the EMUH Warrants in total is $1, such that EMUH will be required to pay a total of $1 to exercise the full number of EMUH Warrants LTI Plan During financial years prior to FY2013, options were granted as equity compensation benefits to the specified executive directors and other specified executives. The options were issued free of charge and entitled the holder to subscribe for one fully paid Ordinary Share in the entity at a pre-determined exercise price. Under a resolution passed at a general meeting of the Company held on 28 June 2013, all existing options on issue under the share option plan were cancelled. It was also resolved to formally terminate the share option plan and commence with a replacement share based incentive program. At the same general meeting, approval was obtained for the implementation of a LTI Plan to benefit certain senior management personnel of SCGL. Pursuant to the LTI plan, up to 10% of the issued capital of SCGL will be made available to certain senior management personnel identified by the Board as a form of long term equity incentive. Shares issued under the LTI plan are to be E Class Shares which rank behind Ordinary Shares and have limited rights or entitlements compared to ordinary shares. The E Class Shares are held in trust for employees until certain conversion criteria are met and they become convertible into Ordinary Shares, on a one for one basis, in the Company. Under the LTI Plan Rules, the conversion of the E Class Shares depends on the fulfilment of conditions in relation to the period of time, performance hurdles and other conditions as determined by the Board at the time of the offer. In particular, the Board may determine that an E Class Share may be converted, whether or not any or all applicable conversion conditions have been satisfied if one of the following events has occurred or is likely to occur. The merger or consolidation of the Company into another company A takeover bid is made in respect of the Company and the Board recommends acceptance to shareholders Subject to the above, if a takeover bid or scheme of arrangement is made or undertaken in respect of the Company, and the Board in its absolute discretion determines conversion to be appropriate Any event similar to those described above involving a chance in ownership or control of the Company or all or substantial part of the assets of the company, or BDO Corporate Finance (East Coast) Pty Ltd 11

99 Any other event as determined by the Board in its absolute discretion. Under the Implementation Agreement, SCGL has agreed to that there will be no entitlement to or interest in the unallocated E Class Shares, that SCGL will buy back and cancel for nominal consideration the unallocated E Class Shares, and the E class shares will be converted into up to 9,942,090 Ordinary Shares. 4. VALUATION METHODOLOGY 4.1. Valuation Requirements We have formed our opinion in relation to fairness by comparing the: Assessed fair market value of a share in SCGL (on a control basis) prior to the Proposed Transaction; and The consideration payable to Non-EMUH shareholders is between $ and $ per share. Details of common methodologies for valuing businesses and assets are included at Appendix 3. Set out below is a discussion of the valuation methods we consider appropriate for the purposes of undertaking our valuation assessment of SCGL Valuation Methodologies Considered for SCGL In accordance with RG , we have considered the fair market value of SCGL on the basis of a knowledgeable and willing, but not anxious, seller that is able to consider alternative options to the bid. This approach does not take into account the particular circumstances of any specific transaction, and therefore we have not considered whether there is any premium in value attached to the strategic benefits or gains from synergies that may be inherent in an acquisition by a specific party, e.g. an industry competitor. We have assessed the equity value of SCGL using the Capitalisation of Earnings ( COE ) methodology, plus (or minus) the market value of any surplus assets/(liabilities). The COE methodology has been selected as the method for determining the value of SCGL due to the following factors: The availability of positive historical earnings at EBITDA and EBIT levels (before exceptional items); and The availability of detailed forecasts for FY Consideration of other valuation methodologies We have adopted a single valuation approach for the purpose of assessing the value of SCGL. We consider the COE methodology to be the only applicable methodology in assessing the value of SCGL for the following reasons: There have been no forecasts prepared for the business beyond FY17, which prevents the adoption of a discounted cash flow ( DCF ) approach As noted in Section above, there is a balance of approximately $68m on SCGL s balance sheet in respect of goodwill that may not be realisable on a sale of the business. Without this asset, SCGL will be in a net liability position, and therefore a methodology based upon the Company s net asset value would not return a positive value The Company has not paid dividends for a number of years, meaning that a dividend-based approach would be inappropriate, and The Company is not listed, and therefore it is not possible to make reference to a current publicly quoted share price. BDO Corporate Finance (East Coast) Pty Ltd 12

100 Future events The business of SCGL to be considered in this valuation is that which exists as at the current date. Future growth potential, which may result from new activities, business initiatives, site acquisitions and the like (which are not capable of estimation), are not within the scope of this valuation. However, future growth, which arises from the existing business, has been considered in this valuation through our consideration of the multiple adopted Surplus assets Companies may hold surplus assets that are not used in normal operating activities. We are not aware of any surplus assets within the Company as at the current date Consideration The consideration payable to Non-EMUH Shareholders is between $ and $ per share Valuation in Accordance with APES 225 This engagement has been conducted in accordance with professional standard APES 225 Valuation Services, as issued by the Australian Professional and Ethical Standards Board. 5. VALUATION OF SCGL (PRIOR TO PROPOSED TRANSACTION ON A CONTROL BASIS) 5.1. Valuation summary We have assessed the fair market value of 100% of the equity in SCGL, prior to the Proposed Transaction on a control basis, to be $nil. Accordingly, the value per share in SCGL is also assessed to be $nil Fair market value of SCGL using COE method Our assessment of the fair market value of SCGL, prior to the Proposed Transaction, is set out below: Table 11: Valuation Summary Pre Transaction $'000s unless stated otherwise Ref. Low High Normalised earnings 5.4 5,100 5,100 Earnings before interest and tax ( EBIT ) multiple (on a control basis) x 9.0x Enterprise Value (on a control basis) 40,800 45,900 Add/(Less): Less net debt 5.6 (46,387) (46,387) Less sunk transaction costs 5.7 (1,883) (1,883) Equity Value (on a control basis) Shares outstanding ,957, ,957,281 Value per share ($) - - Source: BDOCF analysis Note 1: A control premium in the range of 20% to 25% has been applied to the EBIT multiple Because the net debt held by the Company exceeds the enterprise value we have derived, our estimate of the value of equity in SCGL is $nil Approach In utilising the COE method to value SCGL, we have considered the following: An estimate of the normalised earnings of SCGL Selection of an appropriate earnings capitalisation multiple and Applicable deductions from the resultant enterprise value, in particular, Net debt. BDO Corporate Finance (East Coast) Pty Ltd 13

101 5.4. Normalised earnings A company s Normalised earnings ( NE ) is the assessed level of earnings, that, in real terms can be expected to be derived by the existing operations of the business for a particular period excluding any one off or accounting based profits or losses. To determine NE for SCGL, we have made reference initially to earnings before interest, tax, depreciation and amortisation ( EBITDA ) of each operating segment in the Company, because it allows for comparison of companies irrespective of their gearing, tax jurisdiction and accounting policies. We note that, SCGL no longer operates in certain jurisdictions and therefore we have not assessed the EBITDA for these divisions. We note however that SCGL has significant capital expenditure requirements. We have reviewed SCGL s historical and forecast capital expenditure requirements. This capital expenditure is a proxy for ongoing depreciation. Having performed an assessment of the ongoing annual capital requirements for the business in order to maintain the level of EBITDA assessed for each segment, we have deducted this from our assessment of maintainable EBITDA to derive a maintainable estimate of earnings before interest and tax ( EBIT ). We have therefore ultimately made reference to EBIT multiples because they allow for comparison of companies irrespective of their gearing and tax jurisdiction, while also allowing for consideration of the fact that SCGL has significant capital expenditure requirements. Set out below is a summary of our NE calculation for SCGL. The key parameters and our considerations of the above are discussed in detail below. Table 12: Normalised EBIT $ 000s unless otherwise stated ANZPAC 13 18,000 China 14 - Singapore 15 - ETF 16 1,400 Head office 17 (8,800) Normalised EBITDA 10,600 Maintainable capital expenditure (5,500) Normalised EBIT 5,100 Source: BDOCF analysis Normalised EBITDA We have made an assessment of the EBITDA for each divisional segment in operation. As noted above, SCGL operates through four distinct business divisions which are categorised by region and service offerings provided and supporting head office segments. The assessed level of EBITDA has been determined with reference to the maintainable earnings of each reportable segment of the business. We have presented three years historical data (FY2012 to FY2014), nine months of actual data to 31 March 2015 and three months of forecast data to 30 June 2015 (FY2015) and one years of forecast results (FY2016). We note that headline EBITDA figures for each division are unaudited and are from management accounts, however we have reconciled the results to the audited statements from FY2012 to FY2014. In assessing the level of maintainable EBITDA for each segment, we have made primary reference to actual numbers for FY2014 and FY2015 for the following reasons: Historical data becomes less relevant over time in the assessment of future prospects for the business, as the business structure and economic environment change, and FY2015 results can be estimated with a reasonable amount of certainty, given nine months of actual results have been included. Table BDO Corporate Finance (East Coast) Pty Ltd 14

102 ANZPAC EBITDA Table 13: ANZPAC EBITDA FY2012 FY2013 FY2014 FY2015 FY2016 $ 000s unless stated otherwise (A) (A) (A) (9A +3F) (F) Reported EBITDA 19,351 17,743 16,356 18,228 19,276 Add back redundancy costs ANZPAC Normalised EBITDA 19,466 17,743 16,585 18,277 19,276 Assessed EBITDA 18,000 Source: SCGL Management Accounts and Management forecasts, BDOCF analysis ANZPAC contributes to the majority of SCGL s earnings. Whilst the earnings have been falling from FY2012 to FY2014, we have assessed an EBITDA for ANZPAC based on FY2014 and FY2015 results. During FY2014, the sales structure of the produced events division of ANZPAC was restructured with the aim of developing closure relationships with the key event decision makers of customers. The benefit of this has been demonstrated in FY2015 and is expected to continue. Therefore we have assessed the EBITDA for ANZPAC at $18 million. China EBITDA Table 14: China EBITDA FY2012 FY2013 FY2014 FY2015 FY2016 $ 000s unless stated otherwise (A) (A) (A) (9A +3F) (F) Reported EBITDA 34 (1,332) (563) (1,605) (250) Accrual reversal in FY14 relating to FY (616) - - China accrual reversals relating to FY (712) - China accrual reversals relating to FY China Normalised EBITDA 34 (716) (1,179) (2,201) (250) Assessed EBITDA - Source: SCGL Management Accounts and Management forecasts, BDOCF analysis SCGL s China based business offers both produced events and venue services in China. It is however still in early stages of deployment, which explains the loss positions from FY2013 to FY2015. We have adopted a breakeven EBITDA for China based on the future potential of SCGL China s existing operations after gaining traction in the market. Singapore EBITDA Table 15: Singapore EBITDA FY2012 FY2013 FY2014 FY2015 FY2016 $ 000s unless stated otherwise (A) (A) (A) (9A +3F) (F) Reported EBITDA (779) (1,428) 455 Accrual reversal relating to prior years - - (302) - - Add back redundancy costs Singapore Normalised EBITDA (1,081) (1,331) 455 Assessed EBITDA - Source: SCGL Management Accounts and Management forecasts, BDOCF analysis The Event Company in Singapore was acquired by SCGL in Currently Singapore operates as a produced events business, however plans are underway to introduce venue services in the near future. Similar to China, we believe it is appropriate to adopt a breakeven normalised EBITDA for Singapore being in start-up, growth phase. BDO Corporate Finance (East Coast) Pty Ltd 15

103 ETF EBITDA Table 16: ETF EBITDA FY2012 FY2013 FY2014 FY2015 FY2016 $ 000s unless stated otherwise (A) (A) (A) (9A +3F) (F) Reported EBITDA 552 3,634 (1,718) 2,517 1,553 Write off VAT accrual not required (1,375) - Cost of cancelling ETF exhibitions Add back redundancy costs ETF Normalised EBITDA 6,55 3,739 (1,718) 1,437 1,553 Assessed EBITDA 1,400 Source: SCGL Management Accounts and Management forecasts, BDOCF analysis ETF is a full service exhibition organiser, with a current portfolio of 14 recurring shows, with these shows on a mixture of annual, biennial and triennial cycles. As a result of these varying cycles, ETF s revenues fluctuate on an annual basis depending on shows scheduled to occur during the year. Therefore we consider it appropriate to adopt a longer term average of $1.4 million for ETF s EBITDA. Head office EBITDA Table 17: Head office NE FY2012 FY2013 FY2014 FY2015 FY2016 $ 000s unless stated otherwise (A) (A) (A) (9A +3F) (F) Reported EBITDA (9,849) (10,590) (9,774) (8,653) (9,261) Write off process costs Write off of non-cash employee loans NAB restructuring costs Profit on sale of asset - (160) Add back redundancy costs Normalised head office EBITDA (9,582) (10,127) (9,203) (8,635) (9,261) Assessed EBITDA (8,800) Source: SCGL management accounts, BDOCF analysis The Head office segment comprises of ANZPAC head office and SCGL head office divisions. $8.8 million has been determined as the assessed EBITDA after considering the historical and forecast results for the period with a particular focus on FY15 results. SCGL NE The maintainable level of EBITDA for SCGL has been derived by aggregating the assessed EBITDA levels for each division. This is summarised below. Table 18: Assessed EBITDA $ 000s unless otherwise stated ANZPAC 18,000 China - Singapore - ETF 1,400 Head office (8,800) Assessed EBITDA 10,600 Source: SCGL Management Accounts, BDOCF analysis Using the numbers illustrated, we have estimated SCGL s future maintainable EBITDA to be $10.6 million. BDO Corporate Finance (East Coast) Pty Ltd 16

104 Normalised capital expenditure We have made an assessment of the capital expenditure level required to maintain the earnings of SCGL. This capital expenditure is used as a proxy for depreciation, in order to determine the ongoing EBIT of the Company. The table below presents capital expenditure for the ANZPAC division from FY2012 to FY2017. No calculation is provided for the ETF division. We understand that there are minimal capital expenditure requirements in this operating segment. No expenditure requirement has therefore been estimated for this division. We note that we have not considered the capital expenditure requirements of SCGL s China and Singapore operations as we have attributed a breakeven normalised EBITDA. Therefore no expenditure requirement has been estimated for this division. Table 19: Assessed capital expenditure FY12 FY13 FY14 FY15 FY16 FY17 $ 000s unless otherwise stated (A) (A) (A) (9A +3F) (F) (F) Capital expenditure 5,985 5,551 4,922 5,465 9,360 6,290 Depreciation expense (8,229) (6,578) (6,015) (5,436) (6,115) (6,469) Assessed capital expenditure 5,500 Source: SCGL management accounts, BDOCF analysis Consistent with our approach to assessing maintainable EBITDA, we have focused primarily on the figures in FY2014 and FY2015 because of their greater relevance to the business in its current form, and their greater reliability in comparison to longer-term forecasts. We have also presented, for the purpose of comparison, the depreciation reported in the financial statements for each operating segment in FY2012 to FY2014, and management forecast depreciation from FY2015 to FY2017. From the numbers above, we have estimated an aggregate capital expenditure requirement for SCGL of $5.5 million Normalised EBIT By deducting our estimated maintainable level of capital expenditure from our normalised estimate for EBITDA, we have derived a normalised level of EBIT of $5.1 million. The reconciliation between normalised EBITDA and normalised EBIT is presented in the table below: Table 20: Normalised EBIT $ 000s unless otherwise stated Normalised EBITDA 10,600 Maintainable capital expenditure (5,500) Normalised EBIT 5,100 Source: SCGL management accounts, BDOCF analysis 5.5. Capitalisation multiple The appropriate earnings multiple is usually assessed by collecting market evidence with respect to the earnings multiples of companies with operations that are broadly comparable to those of the entity being valued. Such multiples are derived from: Share market prices of broadly comparable listed companies Prices achieved in mergers and acquisitions of broadly comparable companies (usually reflecting a controlling interest status), and Initial public listing prices of shares in broadly comparable companies (where available) (usually reflecting a non-controlling interest status). In selecting appropriate comparable companies, we made reference to EBIT multiples observed for listed companies worldwide that provide services similar to those provided by SCGL. Our analysis was performed based on data available as at 10 June BDO Corporate Finance (East Coast) Pty Ltd 17

105 We have also performed a search for mergers and acquisitions of companies with similar business activities to SCGL. However, we were unable to source any transactions over the last five-year period, that were suitably comparable and for which sufficient data was publicly available with regard to transaction consideration and pre-acquisition earnings Listed comparable companies We have selected a range of broadly comparable companies that provide event services and related activities. Set out in Appendix 4 are descriptions of the operations of the identified companies. The stock market trading valuation parameters for the companies are set out in Appendix 5. These observations were taken as at 31 March 2015, which primarily aligns to our assessment of NE for SCGL. Our assessment of the EBIT multiples have been derived predominantly from the multiples observable from trades of minority parcels of shares in listed entities. We have applied a control premium in the range of 20% to 25% to reflect the valuation of SCGL on a control basis prior to the Proposed Transaction. Our assessment of comparable companies produced a range of EBIT multiples (excluding outliers) between 5.3x and 12.4x, with an average multiple of 9.2x. Outliers were excluded either on the basis of having negative EBIT, having significantly larger operations than SCGL, or having very fine EBIT margins which therefore distort the EBIT multiple. As a result, our residual sample consisted of the following companies: Hakuten Co., Ltd, a Japanese company; Mediacap SA, a Polish company; Tow Co. Ltd, also from Japan; MM Conferences S.A, a Polish company; and Kingsmen Creatives Ltd, a Singaporean company. Although these companies operate in different jurisdictions to each other and SCGL, we consider that the comparability of their respective business activities and the proximity of the range of multiples provides comfort that these multiples are reasonable and applicable to SCGL Transaction multiples As noted above, we were unable to source any transactions over the last five-year period, that were suitably comparable and for which sufficient data was publicly available with regard to transaction consideration and pre-acquisition earnings Multiple applicable to SCGL On the basis of the above, we have adopted a range of multiples between 8.0x and 9.0x in valuing the Company Value of debt Net debt has been calculated with reference to the management balance sheet as at 31 March 2015, as shown in the table below: Table 21: Net debt as at 31 March 2015 $000 s unless otherwise stated Borrowings 47,035 Cash (648) Net debt 1 46,387 Source: SCGL Management Accounts, BDO analysis Note 1: The current balance of Net debt is not materially different the balance above as at 31 March Transaction costs The Directors have advised that approximately $1,883,000 in transaction costs would be incurred in relation to legal and other professional advisory services fees payable to those parties engaged by SCGL to implement the Proposed Transaction, even if it does not proceed. BDO Corporate Finance (East Coast) Pty Ltd 18

106 5.8. Shares outstanding There are currently 96,872,781 ordinary shares on issue in SCGL (refer to Section 3.4). An additional 55,084,500 Ordinary Shares would be issued to NAB if the EMUH Warrant were to be exercised. Given that the exercise price is $1 we consider it likely that the EMUH Warrant would have been exercised prior to the Proposed Transaction (disregarding the conditions of the Proposed Transaction). E Class Shares convert to Ordinary Shares only if certain performance conditions are met. As there is uncertainty as to whether the performance conditions will be met we have excluded E Class Shares from our analysis. 6. CONSIDERATION Under the Proposed Transaction, Non-EMUH Shareholders will receive a consideration of between $ and $ per share. 7. FAIRNESS ASSESSMENT In undertaking our fairness opinion we have had regard to Australian Securities and Investments Commission (ASIC) Regulatory Guide 111 Content of expert reports. RG indicates that an offer is fair if the value of the offer price or consideration is equal to or greater than the value of the securities the subject of the offer. The comparison must be made assuming: A knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm s length. 100% ownership of the target company, irrespective of the percentage holding of the bidder or its associates in the target company. The consideration offered to Non-EMUH Shareholders is between $ and $ per share. The Proposed Transaction will be fair if the consideration is equal to or greater than the value of the securities the subject of the offer (fair market value of an SCGL share pre-transaction on a control basis) Fairness assessment The result of our fairness analysis under the guidance provided by ASIC is summarised below. Table 22: Fairness assessment Per Share Ref Low High Fair market value of a share in SCGL prior to the Proposed Transaction (control basis) Consideration Source: BDOCF Analysis From the above, consideration of between $ and $ per share is greater than the value of each share prior to the Proposed Transaction. Accordingly, the Proposed Transaction is considered to be fair to Non-EMUH Shareholders. 8. REASONABLENESS ASSESSMENT In accordance with RG 111 an offer is reasonable if it is fair. On this basis, the Proposed Transaction is reasonable for the Non-EMUH Shareholders. We have however performed an assessment of reasonableness. Set out below is a summary of the factors we have considered in our reasonableness assessment Advantages The offer price is greater than our assessed value of SCGL We have valued 100% of SCGL s equity (prior to the Proposed Transaction) at nil (Section 5.2). Under the Proposed Transaction the acquirer will acquire shares held by parties other than EMUH for consideration of between $ and $ per share. BDO Corporate Finance (East Coast) Pty Ltd 19

107 Liquidity The Company was delisted from the ASX on 12 December 2011, and shares in SCGL have not been publicly traded since this date. The last recorded closing price for shares in SCGL prior to delisting was $0.091 per share. The Proposed Transaction will provide the Non-EMUH Shareholders with an opportunity to realise value for their shares which otherwise may not be possible Certainty The Proposed Transaction provides a Non-EMUH Shareholder with timing and value certainty of cash and removes the non EMUH shareholders exposure to risks and uncertainties inherent in the continuing operation of SCGL No brokerage fees or stamp duty No brokerage or stamp duty is payable by the Non-EMUH shareholder on the transfer of their shares under the Proposed Transaction Removes refinancing risk The NAB debt facilities mature on 30 September In the absence of the Proposed Transaction (or an alternative transaction), SCGL will have to obtain new financing facilities. This may involve future equity raisings. The Proposed Transaction removes SCGL shareholders exposure to this refinancing risk Disadvantages No longer benefiting in any potential upside achieved by SCGL If the Proposed Transaction is approved, Non-EMUH Shareholder will forgo their interest in SCGL. Depending on the individual, this may diminish or remove their exposure to the business event staging industry, eliminate the opportunity to benefit from a superior offer from another party and entitlement to potential future dividend income from SCGL. 9. QUALIFICATIONS, DECLARATIONS AND CONSENTS 9.1. Qualifications BDOCF is the licensed corporate finance arm of BDO East Coast Partnership, Chartered Accountants and Business Advisers. BDOCF provides advice in relation to all aspects of valuations and has extensive experience in the valuation of corporate entities and provision of expert s reports. Mr Sebastian Stevens, BBus, CPA and ACA, is a director of BDOCF. Mr Stevens is also a partner of BDO East Coast Partnership. Mr Stevens has been responsible for the review of this IER. Mr Stevens has over 22 years experience all aspects of corporate advisory including mergers and acquisitions, valuations and transaction advisory services. He also has significant experience in providing international and cross-border services including international coordination of assignments. Accordingly, Mr Stevens is considered to have the appropriate experience and professional qualifications to provide the advice offered. Mr David McCourt, BBus, CA, is a director of BDOCF. Mr McCourt is also a partner of BDO East Coast Partnership. Mr McCourt is the director responsible for the preparation of this IER. Mr McCourt has over 16 years experience in a number of specialist corporate advisory activities including company valuations, financial modelling, preparation and review of business feasibility studies, accounting, advising on mergers and acquisitions and advising on independent expert reports. Accordingly, Mr McCourt is considered to have the appropriate experience and professional qualifications to provide the advice offered. BDO Corporate Finance (East Coast) Pty Ltd 20

108 9.2. Independence We are not aware of any matter or circumstance that would preclude us from preparing this IER on the grounds of independence either under regulatory or professional requirements. In particular, we have had regard to the provisions of applicable pronouncements and other guidance statements relating to professional independence issued by Australian professional accounting bodies and ASIC. We consider ourselves to be independent in terms of RG 112 Independence of Experts, issued by ASIC. BDOCF was not involved in advising on, negotiating, setting, or otherwise acting in any capacity for SCGL in relation to the Proposed Transaction. Further, BDOCF has not held and, at the date of this IER, does not hold any shareholding in, or other relationship with SCGL or ACE that could be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Proposed Transaction. BDOCF will receive a fee of up to $25,000, plus Goods and Services Tax for the preparation of this IER. BDOCF will not receive any fee contingent upon the outcome of the Proposed Transaction, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the Proposed Transaction. Five drafts of this IER were provided to the Board and their advisors for review of factual accuracy. Certain changes were made to the IER as a result of the circulation of the draft IERs. However, no changes were made to the methodology, conclusions, or recommendations made to the Shareholders as a result of issuing the draft IERs Disclaimer This IER has been prepared at the request of the Directors and was not prepared for any purpose other than that stated in this IER. This IER has been prepared for the sole benefit of the Directors and Shareholders. Accordingly, this IER and the information contained herein may not be relied upon by anyone other than the Directors and Shareholders without our written consent. We accept no responsibility to any person other than the Directors and Shareholders in relation to this IER. The statements and opinions contained in this IER are given in good faith and are based upon our consideration and assessment of information provided by the Board, executives and management of all the entities. BDO Corporate Finance (East Coast) Pty Ltd 21

109 APPENDIX 1: GLOSSARY Term A Act ASIC ASX Definition Actual results Corporations Act 2001 (Cth) Australian Securities and Investments Commission Australian Securities Exchange BDOCF, we or us BDO Corporate Finance (East Coast) Pty Ltd (ABN ) Board COE DCF Directors E Class Shares EBIT EBITDA EMUH EMUH Warrant F FOS Freeman FSG FYxx General Meeting Implementation Agreement Board of directors of SCGL Capitalisation of earnings Discounted cash flow method Directors of SCGL Shares held by certain senior managers of SCGL under the LTI Plan and other performance schemes Earnings before interest and taxation Earnings before interest, taxation, depreciation and amortisation Equity Management Unit Holdings Pty Ltd A right to subscribe for 55,084,500 new Ordinary Shares, held by EMUH Forecasted results Financial Ombudsman Service Limited Freeman Audio Visual,Inc. Financial Services Guide Financial year ended/ing 30 June 20xx General meeting of SCGL Shareholders The scheme implementation agreement between Freeman and SCGL dated 17 July 2015 (as amended). Licence Australian Financial Services Licence No: NAB NE Non-EMUH Shareholders NPV Ordinary Shares PBT Proposed Transaction Report or IER RG 60 RG 111 RG 112 SCGL or the Company SCGL Management Accounts SCGL Shareholders Total Consideration Transaction Documents National Australia Bank Limited Normalised earnings Ordinary Shareholders other than Equity Management Unit Holdings Pty Limited Net present value Fully paid ordinary shares in SCGL Profit before tax Proposed acquisition by Freeman of all SCGL Ordinary Shares by way of scheme of arrangement whereby Ordinary Shares held by parties other than EMUH will be acquired for consideration of between $ and $ per share. Independent expert s report ASIC Regulatory Guide 60: Schemes of arrangement ASIC Regulatory Guide 111: Content of expert reports ASIC Regulatory Guide 112: Independence of experts Staging Connections Group Limited Unaudited, management accounts Existing ordinary shareholders of SCGL The lower of $62 million or $61 million plus the sum of all available funds (if any) in the bank accounts in the name of each member of the SCGL group, up to a maximum of $1,000,000 in aggregate Notice of meeting and scheme booklet YTD Year to date; financial year to date as at 31 March 2015 Source:BDOCF BDO Corporate Finance (East Coast) Pty Ltd 22

110 APPENDIX 2: SOURCES OF INFORMATION In preparing this IER, we had access to and relied upon the following principal sources of information: Scheme Implementation Agreement SCGL audited financial statements for FY2012 and FY2014 Unaudited management accounts for the nine month period to 31 March 2015 Forecast income statements for FY2015, FY2016 and FY2017 Various discussions with the Board and management of SCGL ASIC guidance notes and regulatory guides as applicable Information sourced from Capital IQ Other generally available public information BDO Corporate Finance (East Coast) Pty Ltd 23

111 APPENDIX 3: VALUATION METHODS - BUSINESSES AND ASSETS In conducting our assessment of the fair market value of SCGL Shares the following commonly used business valuation methods have been considered: Discounted Cash Flow Method The discounted cash flow ( DCF ) method is based on the premise that the value of a business or any asset is represented by the present value of its future cash flows. It requires two essential elements: the forecast of future cash flows of the business asset for a number of years (usually five to 10 years); and the discount rate that reflects the riskiness of those cash flows used to discount the forecast cash flows back to net present value ( NPV ). DCF is appropriate where: the businesses earnings are capable of being forecast for a reasonable period (preferably 5 to 10 years) with reasonable accuracy; earnings or cash flows are expected to fluctuate significantly from year to year; the business or asset has a finite life; the business is in a 'start up' or in early stages of development; the business has irregular capital expenditure requirements; the business involves infrastructure projects with major capital expenditure requirements; or the business is currently making losses but is expected to recover. Capitalisation of Earnings Method This method involves the capitalisation of normalised earnings by an appropriate multiple. Normalised earnings are the assessed sustainable profits that can be derived by the vendor s business and excludes any one off profits or losses. An appropriate earnings multiple is assessed by reference to market evidence as to the earnings multiples of comparable companies. This method is suitable for the valuation of businesses with indefinite trading lives and where earnings are relatively stable or a reliable trend in earnings is evident. Net Realisable Value of Assets Asset based valuations involve the determination of the fair market value of a business based on the net realisable value of the assets used in the business. Valuation of net realisable assets involves: separating the business or entity into components which can be readily sold, such as individual business Shares or collection of individual items of plant and equipment and other net assets; and ascribing a value to each based on the net amount that could be obtained for this asset if sold. The net realisable value of the assets can be determined on the basis of: orderly realisation: this method estimates fair market value by determining the net assets of the underlying business including an allowance for the reasonable costs of carrying out the sale of assets, taxation charges and the time value of money assuming the business is wound up in an orderly manner. This is not a valuation on the basis of a forced sale where the assets might be sold at values materially different from their fair market value; liquidation: this is a valuation on the basis of a forced sale where the assets might be sold at values materially different from their fair market value; or going concern: the net assets on a going concern basis estimates the market value of the net assets but does not take into account any realisation costs. This method is often considered appropriate for the valuation of an investment or property holding company. Adjustments may need to be made to the book value of assets and liabilities to reflect their going concern value. BDO Corporate Finance (East Coast) Pty Ltd 24

112 The net realisable value of a trading company s assets will generally provide the lowest possible value for the business. The difference between the value of the company s identifiable net assets (including identifiable intangibles) and the value obtained by capitalising earnings is attributable to goodwill. The net realisable value of assets is relevant where a company is making sustained losses or profits but at a level less than the required rate of return, where it is close to liquidation, where it is a holding company, or where all its assets are liquid. It is also relevant to businesses which are being segmented and divested and to value assets that are surplus to the core operating business. The net realisable assets methodology is also used as a check for the value derived using other methods. These approaches ignore the possibility that the company s value could exceed the realisable value of its assets. Share Market Trading History The application of the price that a company s shares trade on the ASX is an appropriate basis for valuation where: the shares trade in an efficient market place where willing buyers and sellers readily trade the company s shares; and the market for the company s shares is active and liquid. Constant Growth Dividend Discount Model The dividend discount model works best for: firms with stable growth rates; firms which pay out dividends that are high and approximate free cash flow to equity; firms with stable leverage; and firms where there are significant or unusual limitations to the rights of shareholders. BDO Corporate Finance (East Coast) Pty Ltd 25

113 APPENDIX 4: COMPARABLE COMPANY DESCRIPTIONS We undertook a search using Capital IQ for listed companies that are listed globally and operate in the events and conferences industry segment. The companies considered comparable and a brief description of their operations is provided below: Exchange Ticker Company Main Activities JASDAQ 2173 Hakuten Co., Ltd. Hakuten CO., LTD. designs and provides corporate live communications services in Japan. SWX MCHN MCH Group AG MCH Group AG, through its subsidiaries, operates as a live marketing company that provides a network of services in the exhibition and event market worldwide. WSE MCP MEDIACAP SA MEDIACAP SA offers media, marketing, market research, and public opinion services in Poland. TSE 4767 Tow Co. Ltd. TOW Co., Ltd. engages in the planning, production, construction, creation, and management of events and seminars in Japan. WSE MMC MM Conferences S.A. MM Conferences S.A. organizes business meetings in Poland. SEHK 752 Pico Far East Holdings Ltd. Pico Far East Holdings Limited, an investment holding company, provides exhibition and event marketing services. SGX 5MZ Kingsmen Ltd. Creatives Kingsmen Creatives Ltd., an investment holding company, engages in retail and corporate interiors, exhibitions and museums, research and design, and alternative marketing businesses. SEHK 1260 Wonderful Sky Financial Group Holdings Limited Wonderful Sky Financial Group Holdings Limited, an investment holding company, provides financial public relations (PR) services in Hong Kong. LSE CHW Chime Communications plc Source:Capital IQ and relevant company websites Chime Communications plc provides sports marketing, public relations, advertising, market research, direct marketing, and design and event management consultancy services. BDO Corporate Finance (East Coast) Pty Ltd 26

114 APPENDIX 5: COMPARABLE COMPANY MULTIPLES Outlined below are trading multiples of listed comparable companies which we have considered in arriving at a suitable capitalisation multiple for SCGL: Company Name Country Latest Financial year end Market Cap as at 31 March 2015 (AUD) Enterprise value as at 31 March 2015 (AUD) Last 12 months(ltm) EBIT (AUD) LTM EBIT margin (%) EBIT Multiple LTM (20% control premium) EBIT Multiple LTM (25% control premium) Hakuten Co., Ltd. Japan 31/03/ x 8.7x MCH Group AG Switzerland 31/12/ x 15.1x MEDIACAP SA Poland 31/12/ x 12.4x Tow Co. Ltd. Japan 30/06/ x 8.6x MM Conferences S.A. Poland 31/12/ x 5.5x Pico Far East Holdings Ltd. Hong Kong 31/10/ x 6.5x Kingsmen Creatives Ltd. Singapore 31/12/ x 11.0x Wonderful Sky Financial Group Holdings Limited Hong Kong 31/03/ x 9.8x Chime United Communications plc Kingdom 31/12/ x 18.9x Average (excluding outliers) 8.8x 9.2x Median (excluding outliers) 8.3x 8.7x Source: Capital IQ and BDOCF analysis BDO Corporate Finance (East Coast) Pty Ltd 27

115 Annexure B Scheme Implementation Agreement See over the page. Legal/ _15

116 Conformed Copy Level 25, 1 O'Connell Street Sydney NSW 2000 Australia T F Scheme Implementation Agreement between Freeman Audio Visual, Inc. a Texas corporation (Bidder) and Staging Connections Group Limited ACN (STG) WEIL:\ \26\

117 Table of contents 1 Definitions and interpretation Definitions Interpretation Agreement to propose the Scheme Proceed with Scheme Proposal of Scheme Compliance with obligations Bidder Nominee Conditions Precedent Conditions Precedent Waiver Best endeavours and co-operation Notifications Regulatory Approvals Failure of Conditions Precedent Certificates in relation to Conditions Precedent Treatment of E Class Shares and Warrant Scheme Outline of the Scheme Payment of Transaction Costs and Transaction Costs Extinguishment Amount Payment of Non-NAB STG Shareholder Scheme Consideration Payment of Bank Debt Extinguishment Amount Payments of NAB STG Shareholder Scheme Consideration and Warrant Cancellation Fee Timetable Steps for Scheme implementation Parties' respective obligations STG's obligations Bidder's obligations Preparing of Scheme Booklet Conduct of Court proceedings Mutual co-ordination Appointment of officers Conduct of business Period between the date of this agreement until Implementation Date Access to information Warranty insurance STG Board recommendations and shareholder views STG Board recommendations Shareholder views Public announcements and confidentiality Announcements with consent Announcements required by law Disclosure on termination of this agreement Confidentiality Agreement Representations and warranties STG representations and warranties Indemnities from STG Tax indemnity Bidder representations and warranties Indemnities from Bidder Scheme Implementation Agreement Reference:DRZ:HHJ:

118 Page ii 11.6 Timing Reliance by parties Notifications Status of representations and warranties Claims Disclosures Mitigation of Loss Tax effect on Claims Exclusion of liability Bidder acknowledgements Standstill Restrictions on Bidder Exceptions Exclusivity Termination of existing discussions No shop restriction No talk restriction No due diligence Notification of approach Exceptions Normal provision of information Break fees Payment of costs STG Break Fee Compliance with law Time for payment Termination Termination by either party Termination by STG Termination by Bidder Notice of breach Termination right Effect of termination GST Recovery of GST Liability net of GST Adjustment events Cost exclusive of GST Survival Definitions General Notices Bidder's address STG's address Stamp duty Legal costs Governing law and jurisdiction Severability Further steps Consents Rights cumulative Waiver and exercise of rights Survival Amendment Assignment Counterparts Scheme Implementation Agreement Reference:DRZ:HHJ:

119 Page iii Entire understanding Schedule Timetable Schedule Working Capital Plan Schedule STG Subsidiaries Annexure A Scheme of Arrangement Annexure B Deed Poll Scheme Implementation Agreement Reference:DRZ:HHJ:

120 This agreement is made on 17 July 2015 between Freeman Audio Visual, Inc., a Texas corporation of 1600 Viceroy Drive, Suite 100, Dallas, Texas, USA (Bidder) and Staging Connections Group Limited ACN of Lilyfield Road, Rozelle NSW 2039, Australia (STG) Recitals A B STG and Bidder propose to implement the Scheme on and subject to the terms and conditions of this agreement. STG and Bidder have agreed certain other matters in connection with the proposed implementation of the Scheme as set out in this agreement. Now it is agreed as follows: 1 Definitions and interpretation 1.1 Definitions In this agreement: Accounting Standards means the accounting standards made or in force under the Corporations Act and if any matter is not covered by those accounting standards, generally accepted Australian accounting principles; Affiliate means with respect to any specific person, any other person that, at the time of determination, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, where control means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise; Announcement means any press release or other public announcement in relation to the proposed Scheme; ASIC means the Australian Securities and Investments Commission; Audited Financial Statements means the consolidated financial statements of the STG Group for fiscal years 2012, 2013 and 2014, in each case, audited in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board; Bank Debt means the aggregate of all financial indebtedness owed by the STG Group as at the Implementation Date, including: (c) the aggregate amount owed by the STG Group to any bank, other external lender or any other entity in respect of any interest bearing debt, borrowed money, bonds, debentures, loans, advances, bank overdrafts, notes or similar instruments, or other debt; all accrued but unpaid interest in respect of any of the amounts above calculated on the basis they have accrued up to the Implementation Date and any accrued and unpaid administration or bank fees calculated on the basis they have accrued up to the Implementation Date; plus any costs incurred in connection with early repayment of any aforementioned indebtedness including, without limitation, any bank fees, break or swap or hedge unwinding costs if and to the extent incurred; Scheme Implementation Agreement Reference:DRZ:HHJ:

121 Page 3 (d) (e) (f) (g) all obligations of the STG Group in respect of outstanding letters of credit, guarantees or similar arrangements, including agreements to purchase, assume or otherwise acquire debt, and arrangements in respect of which a creditor has been assured against loss or in respect of which a lien encumbers the property of the STG Group; all leases of the STG Group which would, in accordance with the definition of Accounting Standards, be treated as a finance or capital lease; any liability pursuant to the Bank Guarantees; and the aggregate amount of any declared but unpaid dividend, capital return, buy-back or distribution other than to an entity which forms part of the STG Group, but excluding: (h) (i) (j) (k) Transaction Costs; moneys owing by any member of the STG Group in respect of periodic (e.g., month to month) payments under operating leases or other rental arrangements to which it is party as lessee in respect of assets used in the ordinary course of the STG Group's business consistent with past practice, provided those moneys owing are not overdue or capitalised on STG Group's balance sheet and provided that this paragraph (i) shall not, for the avoidance of any doubt exclude letters of credit or bank overdrafts or asset finance facility debt from the definition of bank debt; any moneys owing to trade and other business creditors of the STG Group incurred in the conduct in the ordinary course of the STG Group's business consistent with past practice and payable under invoices issued by such trade or business creditors; and capital expenditures pre-committed to by the STG Group (with non-financial institution suppliers); Bank Debt Extinguishment Amount means all necessary funds to enable the STG Group to repay the Bank Debt as at the Implementation Date, an estimate of which will be notified by STG to Bidder in writing five (5) Business Days prior to the Implementation Date; Bank Guarantees means those certain bank guarantees issued by NAB or one of its affiliates or procured by any member of the STG Group, in favour of landlords or other counterparties in the ordinary course of leasing of property by the STG Group, for which the aggregate guaranteed amount is $690,934 as at the date of this agreement and which is not expected by STG to increase prior to implementation of the Scheme; Bidder Disclosed Information means all information (in whatever form) provided by Bidder and its Representatives to STG and its Representatives before the date of this agreement in writing to STG or its Representatives in connection with the transactions contemplated in this agreement; Bidder Group means Bidder and its Subsidiaries prior to implementation of the Scheme; Bidder Indemnified Parties means each member of the Bidder Group and its Affiliates, directors, officers and employees; Bidder Scheme Booklet Information means all information regarding the Bidder Group that is provided by or on behalf of Bidder to STG or any of its Representatives to enable the Scheme Booklet to be prepared and completed in accordance with clause 5.3 and any updates to that information prepared by or on behalf of Bidder; Business Day means: for the purposes of receiving a Notice, a day which is not a Saturday, Sunday, public holiday or bank holiday in the city in which the Notice is to be received; and for any other purposes, a day on which the banks are open for business in Sydney, Australia other than a Saturday, Sunday, public holiday in Sydney, Australia or other Scheme Implementation Agreement Reference:DRZ:HHJ:

122 Page 4 day on which commercial banks are authorized or required by law to be closed in Sydney, Australia; Claim means any claim, demand, legal proceeding or cause of action including any claim, demand, legal proceeding or cause of action under common law or under statute in any way relating to this agreement or the Scheme, and includes a claim, demand, legal proceeding or cause of action arising from a breach of Warranty or under the indemnities in clauses 11.2 or 11.3 of this agreement; Competing Proposal means any proposed or possible transaction or arrangement pursuant to which, if ultimately completed, a Third Party would: directly or indirectly, acquire a Relevant Interest in or become the holder of, or otherwise acquire or have a right to acquire, a legal, beneficial or economic interest in, or control of: (i) (ii) more than 20% of the shares on issue in STG; or the whole or a substantial part or a material part of the business or assets of STG or the STG Group; (c) (d) acquire control of STG, within the meaning of section 50AA of the Corporations Act; otherwise acquire or merge with STG (including but not limited to a reverse takeover bid, reverse scheme of arrangement or dual-listed companies structure); or require STG to abandon, or otherwise fail to proceed with, implementation of the Scheme; Conditions Precedent means the conditions precedent set out in clause 3.1; Confidentiality Agreement means: in relation to STG's information: the Confidentiality Deed by and between Freeman Audio Visual, Inc. and STG, dated March 3, 2015; in relation to FAV's information: the Confidentiality Deed by and between Freeman Audio Visual, Inc. and STG, dated July 23, 2015; Consolidated Group means a Consolidated Group or an MEC group as those terms are defined in section of the ITAA 1997; Corporations Act means the Corporations Act 2001 (Cth); Court means an Australian court of competent jurisdiction; Deed Poll means a deed poll to be executed by Bidder in favour of the Scheme Participants, substantially in the form set out in Annexure B (or in such other form agreed between Bidder and STG in writing); Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax; E Class Shares has the meaning set forth in the STG LTIP; Effective means, when used in relation to the Scheme, the order of the Court made under section 411(4) of the Corporations Act in relation to the Scheme coming into effect pursuant to section 411(10) of the Corporations Act, but in any event at no time before an office copy of the order of the Court is lodged with ASIC; Effective Date means the date on which the Scheme becomes Effective; Encumbrance means: Scheme Implementation Agreement Reference:DRZ:HHJ:

123 Page 5 (c) (d) a PPS Security Interest; any other security agreement, mortgage, pledge, lien, charge, trust or power; any easement, restrictive covenant, caveat or similar restriction over property or assets; or any other interest, power or arrangement of any kind that in substance secures the payment of money or other monetary obligations or the performance of an obligation, or that gives a creditor priority over unsecured creditors in relation to any property or asset of any STG Group member; End Date means, subject to and as may be extended in accordance with clause 5.4(d)(ii), October 31, 2015 or such later date as Bidder and STG may agree in writing; Exclusivity Period means the period commencing on the date of this agreement and ending on the earlier of: (c) the termination of this agreement in accordance with its terms; the Implementation Date; and the End Date; Exercise Notice has the meaning given in the Warrant; First Court Date means the first day of hearing of an application made to the Court by STG for orders pursuant to section 411(1) of the Corporations Act convening the Scheme Meeting or, if the hearing of such application is adjourned or if the application is subject to appeal for any reason, means the first day of the adjourned hearing or the first day on which the appeal is heard (as the case may be); Government Official means any officer or employee of a Governmental Agency or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such Governmental Agency or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political party, party official, or candidate thereof, excluding officials related to the government of the United States; Governmental Agency means any transnational, domestic or foreign federal, state or local government, governmental, semi-governmental, administrative, fiscal, regulatory or judicial body department, commission, authority, tribunal, agency, entity or official including ASIC, the Takeovers Panel, the Australian Taxation Office and the Australian Competition and Consumer Commission, including any political subdivision thereof, any non-governmental selfregulatory agency, commission or authority or arbitrator, or any corporation or other entity owned or controlled in whole or in part by any government or any sovereign wealth fund; GST means goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply; GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth); GST Law has the same meaning as in the GST Act; Head Company has the same meaning as that term is defined in section of the ITAA 1997; Headcount Test means the requirement under section 411(4)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of STG Shareholders present and voting, either in person or by proxy; Implementation Date means October 19, 2015, or such other later date as the parties mutually agree upon up to and including the End Date provided STG has provided Bidder 5 Business Days prior written notice of any such other date; Scheme Implementation Agreement Reference:DRZ:HHJ:

124 Page 6 Indemnity means the indemnities in clauses 11.2 and 11.3; Independent Expert means an independent expert to be engaged by STG to express an opinion on whether the Scheme is in the best interests of the Non-NAB STG Shareholders; Independent Expert's Report means the report from the Independent Expert commissioned by STG for inclusion in the Scheme Booklet, and any update to such report that the Independent Expert issues prior to the Scheme Meeting; Insolvency Event means the occurrence of any one or more of the following events in relation to any party to this agreement: (c) (d) a meeting has been convened, resolution proposed, petition presented or order made for the winding up of that party; a receiver, receiver and manager, provisional liquidator, liquidator, or other officer of the court, or other person of similar function has been appointed regarding all or any material asset of the party; a security holder, mortgagee or chargee has taken attempted or indicated an intention to exercise its rights under any security of which the party is the security provider, mortgagor or chargor; or an event has taken place with respect to the party which would make, or deem it to be, insolvent under any law applicable to it; Investigating Accountant's Report means any accountant s report commissioned by STG for the purposes of inclusion in the Scheme Booklet; ITAA 1997 means the Income Tax Assessment Act 1997 (Cth); Key Customer Contracts means each of the contracts entered into in respect of the following venues to which services are provided by the STG Group, the terms of which are as represented on the date of this agreement in the data room established by the STG Group and hosted by Ansarada Pty Limited: (c) (d) (e) Crown Melbourne; Hilton Sydney; Westin Sydney; Sheraton on the Park; and Grand Hyatt Melbourne; LTIP Trust Deed means the Staging Connections Group Limited Long Term Incentive Plan Trust Deed entered into between STG and STG LTIP Nominees Pty Ltd dated June 28, 2013; Material Adverse Event means any effect, change, event, circumstance, occurrence or matter that individually, or when aggregated with all such effects, changes, events, circumstances, occurrences or matters (each a Specified Event), other than: those required or expressly permitted to be done or procured by the STG Group pursuant to the Transaction Documents; those relating to changes in business conditions or financial or securities markets affecting: (i) (ii) the industry in which the STG Group conducts business generally; and/or the economy of any region in which the STG Group conducts business; Scheme Implementation Agreement Reference:DRZ:HHJ:

125 Page 7 (c) (d) an event, occurrence or matter that is disclosed in the STG Disclosed Information, or is otherwise known to Bidder at the date of this agreement; or an event done with the prior written approval of Bidder, which is, or is reasonably likely to have an adverse effect on the business, assets, liabilities, operations, financial or trading position, condition or performance of the STG Group (as a whole) or the ability of the STG Group to effect the Scheme or the other transactions contemplated by this agreement and: (e) (f) that adverse effect is material when compared to the STG Group's position as at the date of this agreement; or that adverse effect is such as would cause a reasonable person in the position of Bidder not to proceed with the Scheme on the terms and subject to the conditions of this agreement; Minimum Price per Scheme Share means: if the Total Scheme Consideration is $61,000,000 then $ ; if the Total Scheme Consideration is greater than $61,000,000 and less than $62,000,000 then $ ((Total Scheme Consideration $61,000,000) / 2 / 87,440,315); and (c) if the Total Scheme Consideration is $62,000,000 then $ , and the total holding of Scheme Shares for each Scheme Participant will be rounded up to the nearest whole cent; NAB means National Australia Bank Limited (ABN ); NAB Equity Payment has the meaning set forth in clause 4.5; NAB STG Shareholder means Equity Management Unit Holdings Pty Ltd (ABN ); NAB STG Shareholder Scheme Consideration means that portion, which may be nil, of the Total Scheme Consideration determined in accordance with clause 4 to be provided by Bidder to the NAB STG Shareholder as a Scheme Participant under the terms of the Scheme for the transfer to Bidder of its Scheme Shares, rounded up to the nearest whole cent; Non-NAB STG Shareholder Scheme Consideration means that portion of the Total Scheme Consideration, determined in accordance with clause 4, to be provided by Bidder to the Non- NAB STG Shareholders under the terms of the Scheme for the transfer to Bidder of their Scheme Shares, being the Minimum Price per Scheme Share multiplied by the total number of Scheme Shares held by all Non-NAB STG Shareholders at the Record Date, which in respect of the total holding of Scheme Shares for each Non-NAB STG Shareholder will be rounded up to the nearest whole cent; Non-NAB STG Shareholders means all STG Shareholders other than the NAB STG Shareholder; Notice has the meaning set forth in clause 17.1; Officer means, in relation to an entity, its directors, officers, partners and employees; Permitted Encumbrance means: a lien that arises by operation of law in the ordinary course of business in favour of a supplier of goods or services to the STG Group, where the amount secured is not overdue or is being diligently contested in good faith and appropriately provisioned; Scheme Implementation Agreement Reference:DRZ:HHJ:

126 Page 8 (c) (d) an Encumbrance existing on the date of this agreement that has been approved in writing by the Bidder or that arises after the date of this agreement and that the Bidder approves in writing before it arises; any title retention arrangement which is entered into in the ordinary course of day-today trading on arm's length and customary terms as long as the obligation it secures is discharged when due; or an interest that is an Encumbrance by virtue only of the operation of section 12(3) of the PPSA; PPS Register means the register established under the PPSA; PPS Security Interest means a security interest that is subject to the PPSA; PPSA means the Personal Property Securities Act 2009 (Cth); Prescribed Occurrence means the occurrence of any of the following: (c) (d) STG converting all or any of its securities into a larger or smaller number of securities; STG resolving to reduce its capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its securities; STG declaring, paying or distributing any dividend, bonus or other share of its profits or assets by way of dividend, capital reduction, buy-back or otherwise; STG: (i) (ii) entering into a buy-back agreement; or resolving to approve the terms of a buy-back agreement under the Corporations Act; (e) (f) (g) a member of the STG Group issuing securities or convertible instruments, or granting an option (including a performance right) over its securities, or agreeing to make such an issue or grant such an option (including a performance right), other than securities being issued pursuant to the Scheme; STG making any change or amendment to its constitution; STG or any of its Subsidiaries: (i) (ii) acquiring, or agreeing to acquire, the issued securities in or the business or assets of a Third Party; or disposing, or agreeing to dispose, of any of its business or assets; (h) (i) (j) (k) Bidder or STG becoming aware that, as a result of Bidder acquiring STG or the STG Group under the Scheme, any person exercises its right (whether subject to conditions or not) to terminate or vary any material agreement with a member of the STG Group, the variation or termination of which is, or is likely to constitute, a Material Adverse Event; a member of the STG Group creating, or agreeing to create, any mortgage, charge, lien or other encumbrance over any part of its business or property other than in the ordinary course of business consistent with past practice; other than in the ordinary course of business consistent with past practice, a member of the STG Group providing financial accommodation irrespective of what form that financial accommodation takes; an Insolvency Event occurring in relation to a member of the STG Group; Scheme Implementation Agreement Reference:DRZ:HHJ:

127 Page 9 (l) a member of the STG Group making any significant change to its accounting practices or policies applied by it to report its financial position other than as a result of advice received from its auditors or to comply with the Accounting Standards; or (m) any of the actions prohibited by clause 6.1; provided that a Prescribed Occurrence will not include a matter: (n) (o) which is required to be done or procured by STG pursuant to the Transaction Documents; or the undertaking of which has the prior written consent of Bidder; Record Date means 7pm on the date that is 5 Business Days after the Effective Date, or such other date as may be agreed in writing between Bidder and STG; Regulatory Approvals means those regulatory approvals referred to in clause 3.1; Related Body Corporate has the meaning given to that expression in the Corporations Act; Released Encumbrances means any Encumbrance other than Permitted Encumbrances; Relevant Interest has the meaning given to that expression in the Corporations Act; Representatives means, in relation to an entity: each of the entity's Related Bodies Corporate; and each of its directors, officers, employees, contractors, advisers (including legal, financial and other expert advisers) and agents, but excluding the Independent Expert and the accountant preparing the Investigating Accountant's Report; Scheme means a scheme of arrangement under Part 5.1 of the Corporations Act between STG and the Scheme Participants substantially in the form set out in Annexure A to this agreement or as otherwise agreed by Bidder and STG in writing; Scheme Booklet means the explanatory material to be prepared in respect of the Scheme in accordance with the terms of this agreement and to be despatched by STG to STG Shareholders, including the Independent Expert's Report, any Investigating Accountant's Report, the Scheme, the Deed Poll and the notice convening the Scheme Meeting; Scheme Meeting means the meeting/s of STG Shareholders to be ordered by the Court in relation to the Scheme to be convened pursuant to section 411(1) of the Corporations Act, and includes any adjournment of such meetings; Scheme Meeting Cut-off Date means the record date on which eligibility to vote at the Scheme Meeting is determined; Scheme Participant means a person who is registered in the STG Register as a holder of Scheme Shares as at the Record Date (other than Bidder if it holds any STG Shares); Scheme Shares means the STG Shares on issue as at the Record Date; Second Court Date means the first day of hearing of an application made to the Court by STG for orders pursuant to section 411(4) of the Corporations Act approving the Scheme or, if the hearing of such application is adjourned or if the application is subject to appeal for any reason, means the first day of the adjourned hearing or the first day on which the appeal is heard (as the case may be); Specified Executive means each of Tony Chamberlain (Managing Director and Chief Executive Officer), Malcolm Craig (Chief Financial Officer), Justin Stewart (Venue Services Manager ETG Staging Connections), Ian Terry (Head of Singapore business), Gary Daly (Head of Exhibitions and Trade Fairs business), Philip Gardner (Chief Information Officer), Ashley Gabriel (Regional General Manager Western Australia, Northern Territory and South Scheme Implementation Agreement Reference:DRZ:HHJ:

128 Page 10 Australia), Tim Morgan (Director of Venues and Regional General Manager New South Wales and Australia Capital Territory), Haig Walker (Regional General Manager Victoria and Tasmania) and Karsten Richert (Regional General Manager Queensland, Fiji and New Zealand); STG Board means the board of directors of STG; STG Break Fee means an amount equal to $1,000,000 (inclusive of GST); STG Disclosed Information means all information (in whatever form) provided by STG and its Representatives to Bidder and its Representatives before the date of this agreement in the online data room established by the STG Group and hosted by Ansarada Pty Limited (including management presentations and responses to requests for information provided in such online data room), in connection with the transactions contemplated in this agreement; STG Group means STG and its Subsidiaries; STG Indemnified Parties means each member of the STG Group and its Affiliates, directors, officers and employees; STG LTIP means the Staging Connections Group Limited Long Term Incentive Plan Rules dated June 28, 2013 (document number in the online data room established by the STG Group and hosted by Ansarada Pty Limited); STG Register means the register of members of STG maintained by or on behalf of STG in accordance with section 168(1) of the Corporations Act; STG Scheme Booklet Information means all information regarding the STG Group that is prepared by or on behalf of STG or any of its Representatives to enable the Scheme Booklet to be prepared and completed in accordance with clause 5.3 and any updates to that information prepared by or on behalf of STG; STG Share means a fully paid ordinary share in the capital of STG; STG Shareholder means a person who is registered in the STG Register as a holder of STG Shares from time to time; Subsidiary has the meaning given to that expression in the Corporations Act; Superior Proposal means, in relation to STG, an unsolicited, bona fide written Competing Proposal for STG, which the board of directors of STG determines, acting in good faith and after having taken advice from its legal and financial advisers: is reasonably capable of being valued and completed in a timely fashion, taking into account all aspects of the Competing Proposal, including its conditions; and would, if completed substantially in accordance with its terms, be more favourable to the Non-NAB STG Shareholders than the Scheme viewed in aggregate, taking into account all the terms and conditions of the Competing Proposal, after taking into account a qualitative assessment of the identity, reputation and financial standing of the party making the Competing Proposal. Solely for purposes of this definition of Superior Proposal, the reference to 20% of the shares on issue in STG in clause (i) of the definition of Competing Proposal shall be deemed to be replaced with 51% of the shares on issue in STG ; Takeovers Panel means the panel established by section 171 of the Australian Securities and Investments Commission Act 1989 (Cth); Tax means any tax, levy, charge, impost, fee, deduction, goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Governmental Agency, or is an amount payable under a tax sharing or funding agreement or pursuant to joint and several liability in respect of another person s Tax, and includes any interest, fine, penalty, Scheme Implementation Agreement Reference:DRZ:HHJ:

129 Page 11 charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty; Tax Cost means all costs and expenses incurred in managing an inquiry, evaluating and responding to any demand for Tax or Duty from a Governmental Agency or conducting any litigation, dispute, process or similar action in relation to Tax or Duty, but does not include Tax or Duty; Tax Law means any law relating to either Tax or Duty as the context requires; Third Party means any of the following: a person other than any member of the Bidder Group; or a consortium, partnership, limited partnership, syndicate or other group in which no member of the Bidder Group has agreed in writing to be a participant; Timetable means the indicative timetable for the implementation of the Scheme set out in Schedule 1, subject to any amendments as the parties may agree in writing; Title and Capacity Warranty means each of the Warranties set out in clauses 11.1, 11.1, 11.1(c), 11.1(d), 11.1(e), 11.1(f), 11.1(g), 11.1(k), 11.1(o) and 11.1(oo); Total Scheme Consideration means the lower of: $62,000,000 (inclusive of any GST); and the sum of $61,000,000 plus the amount by which the Total Scheme Consideration is to be increased in accordance with clause 6.1(c)(ii) (inclusive of any GST), to be applied to in satisfaction of the Transaction Costs Extinguishment Amount, the Bank Debt Extinguishment Amount, the Non-NAB STG Shareholder Scheme Consideration, the NAB STG Shareholder Scheme Consideration and the Warrant Cancellation Fee, all as provided for in clause 4; Transaction Costs means all transaction costs (including any broker s, finder s, financial advisor s, legal, accounting or investment banker s fee, cost or commission, any break fees payable to any Third Party with whom STG signed a scheme implementation agreement prior to the date of this agreement, or similar payments, fees and costs incurred in connection with conducting the scheme of arrangement process) and incentive payments incurred or owed by the STG Group or any member of the STG Group to NAB, the NAB STG Shareholder or any employees, senior managers, directors or third parties in connection with the Scheme or the transactions contemplated by this agreement; Transaction Costs Extinguishment Amount means those funds as notified by STG to Bidder in writing at least three (3) Business Days prior to the Implementation Date that are required to enable the STG Group to pay all Transaction Costs which have been incurred by the STG Group but remain unpaid as at the Implementation Date; Transaction Documents means: (c) (d) this agreement; the Scheme; the Deed Poll; and the Confidentiality Agreement; Unallocated E Class Shares means 2,798,547 E Class Shares that have not been allocated to any specific Participant (as defined in the STG LTIP); W&I Insurer means the party which issues the W&I Policy to the Bidder; Scheme Implementation Agreement Reference:DRZ:HHJ:

130 Page 12 W&I Policy means that certain Buyer s Warranty & Indemnity Insurance Policy that the Bidder will seek to obtain from the W&I Insurer for the benefit of Bidder (as the foregoing may be amended, modified or supplemented from time to time); W&I Policy Limit means the aggregate amount recoverable under the W&I Policy; Warrant has the meaning given to that expression in clause 11.1(o); Warrant Cancellation Fee means that amount, which may be nil, determined in accordance with clause 4 to be provided out of the Total Scheme Consideration to the NAB STG Shareholder in connection with the cancellation of the Warrant; Warrant Shares has the meaning set forth in the Warrant; Warranties means the representations and warranties in clause 11.1; and Working Capital means an amount equal to the working capital of the STG Group as calculated based on the Working Capital Plan set out in Schedule 2, prepared in good faith and consistent with past practices. 1.2 Interpretation In this agreement, unless the context otherwise requires: a reference to: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) one gender includes the others; the singular includes the plural and the plural includes the singular; a recital, clause, schedule or annexure is a reference to a clause of or recital, schedule or annexure to this agreement and references to this agreement include any recital, schedule or annexure; any contract (including this agreement) or other instrument includes any variation or replacement of it and as it may be assigned or novated; a statute, ordinance, code or other law includes subordinate legislation (including regulations) and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; a person or entity includes an individual, a firm, a body corporate, a trust, an unincorporated association or an authority; a person includes their legal personal representatives (including executors), administrators, successors, substitutes (including by way of novation) and permitted assigns; a group of persons is a reference to any 2 or more of them taken together and to each of them individually; an entity which has been reconstituted or merged means the body as reconstituted or merged, and to an entity which has ceased to exist where its functions have been substantially taken over by another body, means that other body; a reference to a day or a month means a calendar day or calendar month; money (including $, AUD or dollars ) is to Australian currency; unless expressly stated, no party enters into this agreement as agent for any other person (or otherwise on their behalf or for their benefit); Scheme Implementation Agreement Reference:DRZ:HHJ:

131 Page 13 (c) (d) (e) (f) the meaning of any general language is not restricted by any accompanying example, and the words includes, including, such as, for example or similar words are not words of limitation; headings and the table of contents are for convenience only and do not form part of this agreement or affect its interpretation; if the last day for doing an act is not a Business Day, the act must be done instead on the next Business Day; and a provision of this agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this agreement or the inclusion of the provision in this agreement. 2 Agreement to propose the Scheme 2.1 Proceed with Scheme STG and Bidder agree to implement the Scheme upon and subject to the terms and conditions of this agreement. 2.2 Proposal of Scheme STG agrees to propose the Scheme on and subject to the terms of this agreement. Bidder will reasonably assist STG to propose and give effect to the Scheme on and subject to the terms of this agreement. 2.3 Compliance with obligations The parties' obligations under this agreement to propose the Scheme are subject to their compliance with their respective obligations, functions, powers and duties under this agreement, STG's constitution, Bidder s organizational documents and at law. 2.4 Bidder Nominee Bidder may by notice to STG not later than July 23, 2015, nominate a wholly owned Subsidiary of Bidder (Nominee), in which case that Nominee will: (i) (ii) (iii) pay the Total Scheme Consideration and comply with the obligations of the Bidder under this agreement; and be the entity to which the Scheme Shares will be transferred in accordance with this agreement and the Scheme if the Scheme becomes Effective; and be the entity which is entitled to the benefit of any rights of the Bidder under this agreement. (c) From the date of receipt by STG of the notice referred to in clause 2.4 (Notification Date) Bidder must procure that the Nominee complies with this agreement as if the Nominee were a party to it in place of Bidder. Despite the above, Bidder will continue to be bound by all of the obligations of Bidder under this Agreement and will not be released from any obligations or liabilities under this agreement following the Notification Date. However, STG agrees that Bidder will not be in breach of this Agreement for failing to discharge an obligation of Bidder under this Agreement if the Nominee fully discharges that obligation. Scheme Implementation Agreement Reference:DRZ:HHJ:

132 Page 14 3 Conditions Precedent 3.1 Conditions Precedent Subject to this clause 3, the obligations of STG under clause 5.1(n) and Bidder's obligation to provide the Total Scheme Consideration in accordance with the Deed Poll and clause 4, are subject to the satisfaction (or waiver in accordance with clause 3.2) of each of the following Conditions Precedent: Condition Precedent Party responsible for satisfaction of the Condition Precedent (clause 3.3(i)) Party entitled to benefit of the Condition Precedent (clauses 3.2 and 3.6(iii)) Party entitled to exercise right to waive the Condition Precedent (clause 3.2) Party whose certificate must refer to the Condition Precedent (clause 3.7) Regulatory approvals: (i) ASIC: before 8.00am on the Second Court Date, ASIC have issued or provided (and not withdrawn, revoked or varied) such consents, waivers, modifications and/or approvals or have done such other acts which are necessary or reasonably desirable to implement the Scheme. If such consents, waivers, modifications and/or approvals are subject to conditions those conditions must be acceptable to Bidder and STG; and STG and Bidder STG and Bidder STG and Bidder STG and Bidder (ii) Other Governmental Agencies: before 8.00am on the Second Court Date, all other approvals of a Governmental Agency which are necessary or reasonably desirable to implement any material aspect of the Scheme is obtained and those approvals are given either unconditionally or on conditions that are acceptable to Bidder and STG. Scheme Implementation Agreement Reference:DRZ:HHJ:

133 Page Condition Precedent Party responsible for satisfaction of the Condition Precedent (clause 3.3(i)) Party entitled to benefit of the Condition Precedent (clauses 3.2 and 3.6(iii)) Party entitled to exercise right to waive the Condition Precedent (clause 3.2) Party whose certificate must refer to the Condition Precedent (clause 3.7) Independent Expert's Report: the Independent Expert provides the Independent Expert's Report to STG, stating that in its opinion the Scheme is in the best interests of Non-NAB STG Shareholders, and the Independent Expert does not change its conclusion or withdraw the Independent Expert's Report by notice in writing to STG prior to 8am on the Second Court Date. STG STG and Bidder STG and Bidder STG (c) Orders convening Scheme Meeting: the court orders the convening of the Scheme Meeting under section 411(1) of the Corporations Act. STG and Bidder STG and Bidder None Condition Precedent cannot be waived None (d) STG Shareholder approval: before 8.00am on the Second Court Date, the Scheme is approved by the requisite majorities of STG Shareholders under section 411(4)(ii) of the Corporations Act. STG STG and Bidder None Condition Precedent cannot be waived STG (e) Court approval: the Scheme is approved by the Court in accordance with section 411(4) of the Corporations Act. STG and Bidder STG and Bidder None Condition Precedent cannot be waived None (f) Court Order lodgement: An office copy of the Court order approving the Scheme is lodged with ASIC as contemplated by section 411(10) of the Corporations Act before the End Date. STG STG and Bidder None Condition Precedent cannot be waived None (g) No Governmental Agency challenge: no Governmental Agency shall have commenced, or shall be threatening to commence, any action, lawsuit, or other legal proceeding seeking to obtain, pursuant to any law, a judgment, order, STG and Bidder STG and Bidder STG and Bidder STG and Bidder to the best of their respective knowledge Scheme Implementation Agreement Reference:DRZ:HHJ:

134 Page Condition Precedent Party responsible for satisfaction of the Condition Precedent (clause 3.3(i)) Party entitled to benefit of the Condition Precedent (clauses 3.2 and 3.6(iii)) Party entitled to exercise right to waive the Condition Precedent (clause 3.2) Party whose certificate must refer to the Condition Precedent (clause 3.7) decree, temporary restraining order, preliminary or permanent injunction, restraint or prohibition, that would prohibit, materially restrict, make illegal or restrain the implementation of the Scheme. (h) (i) (j) (k) No Material Adverse Event: no Material Adverse Event occurs or is discovered by the Bidder or STG between the date of this agreement and 8.00am on the Second Court Date. No Prescribed Occurrence: no Prescribed Occurrence occurs between the date of this agreement and 8am on the Second Court Date. Representations and Warranties of STG: the Title and Capacity Warranties shall be true and correct in all respects and no material breach of any other Warranty shall exist or shall have occurred or been discovered in each case at and as of the date of this agreement and at and as of 8:00 am on the Second Court Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date). Representations and Warranties of Bidder: the representations and warranties of Bidder set forth in clause 11.4 shall be true and correct in all respects at and as of the date of this agreement and at and as of 8:00 am on the Second Court Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such STG Bidder Bidder STG STG Bidder Bidder STG STG Bidder Bidder STG Bidder STG STG Bidder Scheme Implementation Agreement Reference:DRZ:HHJ:

135 Page Condition Precedent Party responsible for satisfaction of the Condition Precedent (clause 3.3(i)) Party entitled to benefit of the Condition Precedent (clauses 3.2 and 3.6(iii)) Party entitled to exercise right to waive the Condition Precedent (clause 3.2) Party whose certificate must refer to the Condition Precedent (clause 3.7) earlier date). (l) (m) (n) (o) E Class Shares and Warrant: STG has delivered to Bidder written evidence (in a form acceptable to Bidder, acting reasonably) that all actions in clause 3.8 have been taken. Customer Contracts: None of the Key Customer Contracts shall have been terminated, materially modified or altered in an adverse manner or determined to not be renewed. Bank Debt: NAB and the STG Group shall have terminated all of the existing facilities, all Bank Debt and all related financing documents to which any member of the STG Group is party and NAB shall have released any and all Encumbrances and liens in respect thereof, all of which liens, for the avoidance of doubt, shall be deemed to be Released Encumbrances. Bank Guarantees: the aggregate guaranteed amount under all bank guarantees issued on behalf of or at the request of any member of the STG Group shall be not more than $700,000. STG Bidder Bidder STG STG Bidder Bidder STG STG Bidder Bidder STG STG Bidder Bidder STG (p) Bank Debt Extinguishment Amount: The Bank Debt Extinguishment Amount shall be not less than $49,320,539 and not more than $49,820,380. STG STG and Bidder None Condition Precedent cannot be waived STG (q) NAB Equity Payment and Bank Debt Extinguishment Amount: The aggregate amount of the NAB Equity Payment and the Bank Debt Extinguishment Amount shall not be less than STG STG and Bidder None Condition Precedent cannot be waived STG Scheme Implementation Agreement Reference:DRZ:HHJ:

136 Page Condition Precedent Party responsible for satisfaction of the Condition Precedent (clause 3.3(i)) Party entitled to benefit of the Condition Precedent (clauses 3.2 and 3.6(iii)) Party entitled to exercise right to waive the Condition Precedent (clause 3.2) Party whose certificate must refer to the Condition Precedent (clause 3.7) $49,320,539 and not more than $49,820, Waiver (c) (d) (e) (f) Each Condition Precedent is for the benefit of the party listed alongside that Condition Precedent in column 3 of clause 3.1. Any breach or non-fulfilment of each Condition Precedent may only be waived with the written consent of all parties listed alongside that Condition Precedent in column 4 of clause 3.1. A party entitled to waive the breach or non-fulfilment of a Condition Precedent pursuant to this clause 3.2 may do so in its absolute discretion. If a waiver by a party of a Condition Precedent is itself expressed to be conditional and the other party accepts the conditions, the terms of the conditions apply accordingly. If the other party does not accept the conditions, the relevant Condition Precedent has not been waived. If a party waives the breach or non-fulfilment of a Condition Precedent, that waiver will not preclude it from suing the other party for any breach of this agreement constituted by the same event that gave rise to the breach or non-fulfilment of the Condition Precedent. Waiver of a breach or non-fulfilment in respect of one Condition Precedent does not constitute: (i) (ii) a waiver of breach or non-fulfilment of any other Condition Precedent resulting from the same events or circumstances; or a waiver of breach or non-fulfilment of that Condition Precedent resulting from any other event or circumstance. 3.3 Best endeavours and co-operation Without prejudice to any other obligations of the parties under this agreement: (i) (ii) each party must use its best endeavours to ensure that the Conditions Precedent for which it is listed in column 2 of clause 3.1 as having responsibility are satisfied as expeditiously as possible after execution of this agreement and in any event no later than the End Date (unless otherwise agreed in writing by Bidder and STG); neither party will take any action that will or is likely to hinder or prevent the satisfaction of any Condition Precedent, except to the extent that such action is required to be done or procured pursuant to, or is otherwise permitted by, this agreement, or is required by law. For the purposes of clause 3.3, the 'best endeavours' of a party will require that party to (among other things): Scheme Implementation Agreement Reference:DRZ:HHJ:

137 Page 19 (i) (ii) observe and comply with this agreement; and co-operate with the other party or a Governmental Agency or third party in good faith with a view to satisfying the Conditions Precedent, including providing all information reasonably required by the other party in relation to the STG Group or the Bidder Group (as applicable) in order to satisfy the Conditions Precedent and providing all information reasonably required by any Governmental Agency or other third party to such Governmental Agency or third party as appropriate. 3.4 Notifications Each party must: (c) keep the other party promptly and reasonably informed of the steps it has taken and of its progress towards satisfaction of the Conditions Precedent; promptly notify the other party in writing if it becomes aware that any Condition Precedent has been satisfied, in which case the notifying party must also provide reasonable evidence that the Condition Precedent has been satisfied; and promptly notify the other party in writing of a failure to satisfy a Condition Precedent or of any fact or circumstance that results in that Condition Precedent becoming incapable of being satisfied or that may result in that Condition Precedent not being satisfied in accordance with its terms (having regard to the obligations of the parties under clause 3.3). 3.5 Regulatory Approvals Without limiting the generality of clauses 3.3 and 3.4: each party must promptly apply for all relevant Regulatory Approvals and take all steps it is responsible for as part of the approval process for the Scheme, including responding to requests for information at the earliest practicable time; and each party must in good faith and on a timely and pragmatic basis consult with the other in advance in relation to all material communications with any Governmental Agency relating to any Regulatory Approval or implementation of the Scheme. 3.6 Failure of Conditions Precedent If: (i) (ii) there is a breach or non-fulfilment of a Condition Precedent that is not waived in accordance with clause 3.2 before the End Date; or a Condition Precedent becomes incapable of satisfaction, having regard to the obligations of the parties under clause 3.3 and the terms of clause 3.7 (and the breach or non-fulfilment of the Condition Precedent that would otherwise occur has not already been waived), either party may serve notice on the other party (CP Failure Notice), and the parties must then consult in good faith with a view to determining whether: (iii) (iv) (v) (vi) the Scheme may proceed by way of alternative means or methods; to extend the relevant time or date for satisfaction of the Condition Precedent; to change the date of the application to be made to the Court for orders under the Corporations Act approving the Scheme or to adjourn that application (as applicable) to another date agreed by the parties; or to extend the End Date. Scheme Implementation Agreement Reference:DRZ:HHJ:

138 Page 20 If the parties are unable to reach agreement under clauses 3.6(iii) to 3.6(vi) by the earlier of: (i) (ii) the 10 th Business Day after the delivery of the CP Failure Notice; or 5pm on the day before the Second Court Date, either party (First Party) may terminate this agreement by notice in writing to the other party (Second Party), provided that: (iii) (iv) the First Party is named in column 3 of clause 3.1 as having the benefit of the Condition Precedent to which the CP Failure Notice relates (whether or not that Condition Precedent is also for the benefit of the Second Party); and there has been no failure by the First Party to comply with its obligations under this agreement, where that failure directly and materially contributed to the Condition Precedent to which the CP Failure Notice relates becoming incapable of satisfaction, or being breached or not fulfilled before the End Date, in which case clause 15.1 will have effect. 3.7 Certificates in relation to Conditions Precedent (c) If STG is listed in column 5 of clause 3.1 alongside a Condition Precedent as having to provide a certificate in respect of that Condition Precedent, then STG must provide to the Court on the Second Court Date a certificate (or such other evidence as the Court may request) confirming (in respect of matters within its knowledge) whether or not as at 8am on the Second Court Date that Condition Precedent has been satisfied or waived in accordance with this agreement. If Bidder is listed in column 5 of clause 3.1 alongside a Condition Precedent as having to provide a certificate in respect of that Condition Precedent, then Bidder must provide to the Court on the Second Court Date a certificate (or such other evidence as the Court may request) confirming (in respect of matters within its knowledge) whether or not as at 8am on the Second Court Date that Condition Precedent has been satisfied or waived in accordance with this agreement. Each party must provide to the other party a draft of the relevant certificate to be provided by it pursuant to this clause 3.7 by 5pm on the day that is three (3) Business Days prior to the Second Court Date, and must provide to the other party on the Second Court Date a copy of the final certificate or other evidence provided to the Court. 3.8 Treatment of E Class Shares and Warrant STG agrees that it will take the following actions as soon as practicable after the date of this agreement and in any case before 8.00am on the Scheme Meeting Cut-off Date: (i) procure that: (A) (B) (C) STG and STG LTIP Nominees Pty Ltd amend the LTIP Trust Deed to clarify that the Participants (as defined in the STG LTIP) do not have any entitlement to, or interest in, the Unallocated E Class Shares (or any corresponding ordinary shares issued as a result of conversion of Unallocated E Class Shares); STG LTIP Nominees Pty Ltd agree to the buy back and cancellation for nominal consideration of the Unallocated E Class Shares with effect on or prior to 8.00am on the Scheme Meeting Cut-off Date; and the conversion of the E Class Shares referred to in paragraph 3.8(ii)(A) into STG Shares is effected and registered in the STG Scheme Implementation Agreement Reference:DRZ:HHJ:

139 Page 21 Register and those STG Shares are registered in the name of the relevant Participant (as defined in the STG LTIP); (ii) procure that: (A) the STG Board pass resolutions to the effect that on or prior to 8.00 am on the Scheme meeting Cut-off Date: (I) (II) all E Class Shares other than the Unallocated E Class Shares shall be converted into up to 9,942,090 STG Shares, and such conversion will not be altered, amended or revoked by STG or the STG Board; all Unallocated E Class Shares shall be bought-back and cancelled for nominal consideration; (B) (C) all things necessary to convert the E Class Shares other than Unallocated E Class Shares into STG Shares, and effect the buy-back and cancellation of Unallocated E Class Shares is done; and the STG LTIP and the LTIP Trust Deed are terminated with effect on or prior to the Effective Date; (iii) procure that a deed poll is executed by the NAB STG Shareholder in favour of STG and Bidder: (A) (B) (C) confirming that the NAB STG Shareholder cancels the Warrant in full and that the Subscription and Warrant Deed dated June 28, 2013 is terminated, effective subject to and simultaneously upon implementation of the Scheme; confirming that upon implementation of the Scheme and subject to giving effect to the cancellation of the Warrant, no further amount is payable by STG to the NAB STG Shareholder, and the NAB STG Shareholder will not be entitled to any Warrant Shares or to securities or a right to a future issuance of securities in any STG Group member; and confirming that the NAB STG Shareholder will not revoke such deed poll prior to the Implementation Date, provided there being no Superior Proposal (provided that for the purposes of this clause 3.8(iii)(C), the reference to Non-NAB STG Shareholders in the definition of Superior Proposal shall be deemed to be replaced with the words STG Shareholders as a whole ) and the Scheme has not been terminated or withdrawn. STG agrees to take all actions necessary to give effect to the cancellation pursuant to clause 3.8(i)(B), the conversion and buy-back and cancellation of E Class Shares pursuant to the resolutions passed under clause 3.8(ii) and the cancellation of the Warrant pursuant to clause 3.8(iii). 4 Scheme 4.1 Outline of the Scheme The parties agree that the Scheme, if approved by the Court, will be subject to any alterations or conditions that are made or required by the Court and approved in writing by each party. If the Scheme becomes Effective, then on the Implementation Date: Scheme Implementation Agreement Reference:DRZ:HHJ:

140 Page 22 (i) (ii) (iii) all of the Scheme Shares will be transferred to Bidder in accordance with the terms of the Scheme; in consideration for the transfer to Bidder of all Scheme Shares held by the Non-NAB STG Shareholders, the Non-NAB STG Shareholders will receive the Non-NAB STG Shareholder Scheme Consideration for all Scheme Shares held by them at the Record Date in accordance with this clause 4 and the terms of the Scheme; and in consideration for the transfer to Bidder of all Scheme Shares held by the NAB STG Shareholder, the NAB STG Shareholder will receive the NAB STG Shareholder Scheme Consideration for all Scheme Shares held by it at the Record Date in accordance with this clause 4 and the terms of the Scheme. (c) Under no circumstances shall Bidder be required to pay an amount greater than the Total Scheme Consideration in consideration for the transfer to Bidder of all of the Scheme Shares. (d) Bidder shall pay the Total Scheme Consideration in the order set forth in clauses 4.2 through 4.5 below. 4.2 Payment of Transaction Costs and Transaction Costs Extinguishment Amount (c) (d) During the period between the date of this agreement and the Implementation Date, STG must, and must procure that the STG Group, pay the Transaction Costs as and when they fall due. STG must ensure that the maximum aggregate amount of all Transaction Costs, (including any Transaction Costs owing to NAB and the NAB STG Shareholder) must not exceed $3,565,000 (inclusive of GST). If the Scheme becomes Effective, Bidder must before 12.00pm (noon) on the Implementation Date, deposit an amount in cleared funds sufficient to pay the total Transaction Costs Extinguishment Amount into the account(s) as notified by STG to Bidder in writing at least three (3) Business Days prior to the Implementation Date. On the Implementation Date STG must apply the Transaction Costs Extinguishment Amount for the sole purpose of satisfying the STG Group's obligation to pay all Transaction Costs. 4.3 Payment of Non-NAB STG Shareholder Scheme Consideration Bidder covenants in favour of STG (in its own right and as trustee on behalf of the Scheme Participants) that, if the Scheme becomes Effective, in consideration for the transfer to Bidder of each STG Share held by a Non-NAB STG Shareholder under the terms of the Scheme, Bidder will on the Implementation Date: accept such transfer; and in accordance with the Deed Poll and the Scheme, pay each Non-NAB STG Shareholder their relevant proportion of the Non-NAB STG Shareholder Scheme Consideration, being the number of Scheme Shares held by such Non-NAB STG Shareholder on the Record Date, multiplied by the Non-NAB STG Shareholder Scheme Consideration divided by the total number of Scheme Shares held by all Non- NAB STG Shareholders. 4.4 Payment of Bank Debt Extinguishment Amount If the Scheme becomes Effective, Bidder must before pm (noon) on the Implementation Date, deposit an amount in cleared funds sufficient to pay the Bank Debt Extinguishment Amount into the account(s) as notified by STG to Bidder in writing at least three (3) Business Days prior to the Implementation Date. Scheme Implementation Agreement Reference:DRZ:HHJ:

141 Page 23 (c) On the Implementation Date STG must apply the Bank Debt Extinguishment Amount for the sole purpose of satisfying the STG Group's obligation to repay the Bank Debt. STG must, before 10:00am on the Implementation Date, deliver to Bidder duly executed releases and discharges (in a form consented to in writing by Bidder) of all Released Encumbrances and all Bank Debt, and evidencing the power of STG (or any STG Group member) to procure the holder of each such Encumbrance to update the PPS Register within 10 Business Days of release of that Released Encumbrance. 4.5 Payments of NAB STG Shareholder Scheme Consideration and Warrant Cancellation Fee The NAB STG Shareholder Scheme Consideration and the Warrant Cancellation Fee (together, NAB Equity Payment) comprises the difference, if any, between: (i) (ii) the Total Scheme Consideration, on the one hand; and the sum of the Transaction Costs Extinguishment Amount, the Non-NAB STG Shareholder Scheme Consideration and the Bank Debt Extinguishment Amount, on the other hand. For the avoidance of doubt, the NAB Equity Payment cannot be a negative number, such that if the Total Scheme Consideration is equal to or less than the sum of the Transaction Costs Extinguishment Amount, the Non-NAB STG Shareholder Scheme Consideration and the Bank Debt Extinguishment Amount, then the NAB Equity Payment shall equal and be deemed to be zero. (c) (d) The NAB Equity Payment, if any, will be applied first towards satisfying the NAB STG Shareholder Scheme Consideration, up to an aggregate amount which will result in payment of a maximum pro rata amount of the Minimum Price per Scheme Share for each Scheme Share held by the NAB STG Shareholder, and a pro rata lesser amount per Scheme Share held by the NAB STG Shareholder if the NAB Equity Payment is insufficient to pay the Minimum Price per Scheme Share for each Scheme Share held by the NAB STG Shareholder. If and to the extent that application of the NAB Equity Payment pursuant to clause 4.5 results in the NAB STG Shareholder receiving payment in the pro rata amount of the Minimum Price per Scheme Share for each Scheme Share held by the NAB STG Shareholder and any portion of the NAB Equity Payment remains following application of such payment, then such remaining amount of the NAB Equity Payment shall constitute the Warrant Cancellation Fee. Otherwise the Warrant Cancellation Fee shall equal and be deemed to be zero. Bidder covenants in favour of STG (in its own right and as trustee on behalf of the Scheme Participants) that, if the Scheme becomes Effective, in consideration for the transfer to Bidder of all STG Shares held by the NAB STG Shareholder under the terms of the Scheme, Bidder will on the Implementation Date: (i) (ii) accept such transfer; and in accordance with the Deed Poll and the Scheme, pay the NAB STG Shareholder Scheme Consideration to the NAB STG Shareholder. (e) (f) If the Scheme becomes Effective, Bidder must before 12.00pm (noon) on the Implementation Date, deposit an amount in cleared funds sufficient to pay the Warrant Cancellation Fee into the account(s) as notified by STG to Bidder in writing at least three (3) Business Days prior to the Implementation Date. STG must apply and pay the Warrant Cancellation Fee to the NAB STG Shareholder. 4.6 Timetable The parties acknowledge the Timetable is an indicative timetable. Scheme Implementation Agreement Reference:DRZ:HHJ:

142 Page 24 The parties must use their best endeavours to implement the Scheme and perform their respective obligations substantially in accordance with the Timetable. 5 Steps for Scheme implementation Parties' respective obligations 5.1 STG's obligations STG must use its best endeavours to propose and implement the Scheme as soon as is reasonably practicable after the date of this agreement and otherwise substantially in accordance with the Timetable, and in particular STG must: (c) (d) (e) (f) (g) (h) (i) preparation of Scheme Booklet: as soon as reasonably practicable after the date of this agreement, prepare the Scheme Booklet in accordance with clause 5.3; Independent Expert: promptly appoint the Independent Expert (if the Independent Expert has not been appointed prior to the date of this agreement), and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert's Report; Investigating Accountant's Report: if the STG Board determines to appoint an accountant to prepare an Investigating Accountant's Report, then as soon as reasonably practicable after the date of this agreement, appoint such an accountant, and provide all assistance and information reasonably requested by the accountant to enable it to prepare the Investigating Accountant's Report; liaison with ASIC: as soon as reasonably practicable after the date of this agreement but no later than 14 days before the First Court Date, provide an advanced draft of the Scheme Booklet to ASIC for its review and approval for the purposes of section 411(2) of the Corporations Act, and to Bidder, and keep Bidder reasonably informed of any matters raised by ASIC in relation to the Scheme Booklet (and of any resolution of those matters), and use its best endeavours, in co-operation with Bidder, to resolve any such matters; indication of intent: apply to ASIC for a letter indicating whether ASIC proposes to make submissions to the Court, or intervene to oppose the Scheme, on the First Court Date; approval of Scheme Booklet: as soon as practicable after ASIC has provided its indication of intent in accordance with clause 5.1(e), procure that a meeting of the STG Board is convened to approve the Scheme Booklet for despatch to STG Shareholders (and provide Bidder with a copy of an extract of the applicable resolutions from the applicable minutes of meeting, as soon as practicable after those minutes have been prepared and signed); Court documents: prepare all documents necessary for the Court proceedings (including any appeals) relating to the Scheme (including originating process, affidavits, submissions and draft minutes of Court orders) in accordance with all applicable laws, and provide Bidder in advance with drafts of those documents for review and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments from Bidder and its Representatives on those drafts; first Court hearing: lodge all documents with the Court and use its best endeavours to ensure that an application is heard by the Court for orders under section 411(1) of the Corporations Act directing STG to convene the Scheme Meeting; registration of Scheme Booklet: if the Court directs STG to convene the Scheme Meeting, as soon as practicable after such orders are made, request ASIC to register the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act; Scheme Implementation Agreement Reference:DRZ:HHJ:

143 Page 25 (j) (k) (l) (m) (n) Scheme Meeting: use its best endeavours (i) to comply with the orders of the Court, including, as required, despatching the Scheme Booklet to STG Shareholders, convening and holding the Scheme Meeting in accordance with the Court's orders, provided that if this agreement is terminated under clause 15 it may use its best endeavours to ensure the Scheme Meeting is not held; (ii) except as otherwise provided in clause 13, to not adjourn or postpone any Scheme Meeting without Bidder s consent; (iii) to keep Bidder informed of any material discussions and communications from STG Shareholders relating to the Scheme or the Scheme Meeting; and (iv) to provide Bidder with copies of all written information provided to STG Shareholders prior to the Scheme Meeting in respect of this agreement or the Scheme; update Scheme Booklet: if it becomes aware of information after the date of despatch of the Scheme Booklet, that is material for disclosure to STG Shareholders in deciding whether to approve the Scheme or that is required to be disclosed to STG Shareholders under any applicable law, as expeditiously as practicable inform STG Shareholders of the information in an appropriate and timely manner, and in accordance with applicable law; section 411(17) statement: apply to ASIC for the production of statements in writing pursuant to section 411(17) of the Corporations Act stating that ASIC has no objection to the Scheme; Court approval: if the Scheme is approved by the requisite majorities of STG Shareholders under section 411(4)(ii) of the Corporations Act, as soon as practicable after such time apply to the Court for orders approving the Scheme; implementation of the Scheme: if the Court approves the Scheme: (i) (ii) (iii) (iv) lodge with ASIC an office copy of the orders approving the Scheme in accordance with section 411(10) of the Corporations Act, as soon as practicable after the Court makes those orders; close the STG Register as at the Record Date to determine the identity of Scheme Participants and to determine their entitlements to the Non-NAB STG Shareholder Scheme Consideration and the NAB STG Shareholder Scheme Consideration in accordance with the Scheme; promptly execute proper instruments of transfer of, and register all transfers of, the Scheme Shares to Bidder in accordance with the Scheme; and promptly do all other things contemplated by or necessary to give effect to the Scheme and the orders of the Court approving the Scheme and to effect the transfer of the Scheme Shares to Bidder; (o) (p) (q) keep Bidder informed: from the First Court Date until the Implementation Date, promptly inform Bidder if it becomes aware (or ought reasonably to have become aware, after making all reasonable and diligent enquiries) that the Scheme Booklet contains a statement that, in the form and context in which it appears in the Scheme Booklet, is or has become misleading or deceptive in a material respect or that contains a material omission; securities laws: use its best endeavours to assist Bidder as may be necessary to comply with the laws of all jurisdictions which are applicable in connection with the payment of the Total Scheme Consideration; and data room: deliver to Bidder on the date of this agreement a USB flash drive containing all of the files contained in the data room established by the STG Group and hosted by Ansarada Pty Limited and any questions and answers facilitated through such data room, in each case, as of the date of this agreement. Scheme Implementation Agreement Reference:DRZ:HHJ:

144 Page Bidder's obligations Bidder must use its best endeavours to implement the Scheme as soon as is reasonably practicable after the date of this agreement and otherwise substantially in accordance with the Timetable, and in particular Bidder must: (c) (d) (e) (f) (g) (h) (i) (j) preparation of Scheme Booklet: provide assistance reasonably requested by STG with the preparation of the Scheme Booklet in accordance with clause 5.3; Independent Expert information: provide assistance and information reasonably requested by STG or by the Independent Expert in connection with the preparation of the Independent Expert's Report; Investigating Accountant's Report: if the STG Board determines to appoint an accountant to prepare an Investigating Accountant's Report, then provide assistance and information reasonably requested by STG or by the accountant to enable the accountant to prepare the Investigating Accountant's Report; liaison with ASIC: provide assistance reasonably requested by STG to assist STG to resolve any matter raised by ASIC regarding the Scheme Booklet or the Scheme during its review of the Scheme Booklet; approval of Scheme Booklet: as soon as practicable after ASIC has provided its indication of intent as contemplated in clause 5.1(e), procure that a meeting of the Bidder Board (or of a committee of the Bidder Board appointed for the purpose) is convened to approve those sections of the Scheme Booklet that comprise the Bidder Scheme Booklet Information as being in a form appropriate for despatch to STG Shareholders (and provide STG with a copy of an extract of the applicable resolutions from the applicable minutes of meeting, as soon as practicable after those minutes have been prepared and signed); keep STG informed: from the First Court Date until the Implementation Date, promptly (in any event within one Business Day) inform STG if it becomes aware (or ought reasonably to have become aware, after making all reasonable and diligent enquiries) that the Bidder Scheme Booklet Information contains a statement that, in the form and context in which it appears in the Scheme Booklet, is or has become misleading or deceptive in any material respect or that contains any material omission, and provide such further or new information as is required to ensure that such information is no longer misleading or deceptive in any material respect or does not contain any material omission; Court representation: procure that, if requested by STG and reasonably considered necessary by Bidder, it is represented by counsel at the Court hearings convened in connection with the Scheme, at which, through its counsel and if requested by the Court, Bidder will undertake to do all such things and use its best endeavours in order to ensure the fulfilment of its obligations under the Transaction Documents and the Scheme; Deed Poll: prior to the First Court Date, execute the Deed Poll; STG Scheme Booklet Information: at any time (even after the STG Scheme Booklet Information becomes publicly available) prior to the Implementation Date, only use the STG Scheme Booklet Information with the prior written consent of STG (not to be unreasonably withheld, conditioned or delayed); and Bank Guarantees: if the Scheme becomes Effective, arrange and procure delivery to STG of new bank guarantees (Replacement Bank Guarantees) to replace the Bank Guarantees, and facilitate and cooperate with STG to ensure that all Replacement Bank Guarantees are issued to the relevant landlords and counterparties of the STG Group, and all Bank Guarantees are returned to the STG Group, by no later than 3 Business Days before the Implementation Date. Scheme Implementation Agreement Reference:DRZ:HHJ:

145 Page Preparing of Scheme Booklet (c) (d) (e) STG to prepare: STG must prepare the Scheme Booklet as soon as is reasonably practicable after the date of this agreement and otherwise substantially in accordance with the Timetable. Compliance requirements: STG must use its best endeavours to ensure that the Scheme Booklet complies in all material respects with the requirements of the Corporations Act and all ASIC Regulatory Guides applicable to members' schemes of arrangement under Part 5.1 of the Corporations Act, except that the obligation to do so in respect of the Bidder Scheme Booklet Information is subject to Bidder complying with its obligations under clauses 5.3(d) and 11.4(h). Content of Scheme Booklet: Without limiting clause 5.3, the Scheme Booklet will include or be accompanied by the Scheme, the Deed Poll, the Independent Expert's Report and the notice convening the Scheme Meeting. Bidder Scheme Booklet Information: Bidder must provide the Bidder Scheme Booklet Information to STG as soon as is reasonably practicable after the date of this agreement and otherwise substantially in accordance with the Timetable, in a form that, together with the STG Scheme Booklet Information, includes in all material respects the information regarding the Bidder Group and the Total Scheme Consideration that is required by the Corporations Act and all ASIC Regulatory Guides applicable to members' schemes of arrangement under Part 5.1 of the Corporations Act, including the information that would be required under sections 636(1)(c), (h), (i), (j), (k)(ii), (l) and (m) of the Corporations Act to be included in a bidder's statement if Bidder were offering the Total Scheme Consideration as consideration under a takeover bid, and must provide to STG such assistance as STG may reasonably request in order to adapt such information for inclusion in the Scheme Booklet. Review by Bidder: STG must: (i) (ii) (iii) make available in advance to Bidder succeeding drafts of the Scheme Booklet (including any draft of the Independent Expert's Report, but excluding those sections containing the Independent Expert's opinions or conclusions); consult with Bidder in relation to the content of those drafts (including the inclusion of any Bidder Scheme Booklet Information; and any information solely derived from, or prepared solely in reliance on, the Bidder Scheme Booklet Information); and (acting reasonably and in good faith) take into account, for the purpose of amending the succeeding drafts, any comments from Bidder and its Representatives on them. (f) Dispute as to Scheme Booklet: If, after a reasonable period of consultation and compliance by STG with its obligations under clause 5.3(e), Bidder and STG, acting reasonably and in good faith, are unable to agree on the form or content of the Scheme Booklet, then, subject to applicable law: (i) (ii) if the disagreement relates to the form or content of the Scheme Booklet, STG will, acting in good faith, make such amendments to that information in the Scheme Booklet as Bidder may reasonably require; and if the disagreement relates to the form or content of the STG Scheme Booklet Information, STG will, acting in good faith, decide the final form of that information in the Scheme Booklet. (g) Consent of Bidder: Without limiting clause 5.3(f), STG must obtain written consent from Bidder in relation to the form and context in which any Bidder Scheme Booklet Information (and any information solely derived from, or prepared solely in reliance on, the Bidder Scheme Booklet Information) is used, such consent not to be unreasonably withheld by Bidder. Scheme Implementation Agreement Reference:DRZ:HHJ:

146 Page 28 (h) Verification: STG must undertake appropriate verification processes in relation to the STG Scheme Booklet Information included in the Scheme Booklet, and Bidder must undertake appropriate verification processes in relation to the Bidder Scheme Booklet Information included in the Scheme Booklet. 5.4 Conduct of Court proceedings (c) Nothing in this agreement gives any party any right or power to make undertakings to the Court for or on behalf of another party without that party's written consent. Each party agrees to give all undertakings to the Court in all Court proceedings which it is reasonably required to give (on an individual basis) to obtain Court approval and confirmation of the Scheme as contemplated by this agreement. If the Scheme is not approved by STG Shareholders at the Scheme Meeting by reason only of the non-satisfaction of the Headcount Test and STG considers (acting reasonably) that: (i) (ii) the splitting by a holder of STG Shares of those STG Shares into two or more parcels of STG Shares whether or not it results in any change in beneficial ownership of the STG Shares; or some other abusive or improper conduct, may have caused or contributed to the Headcount Test not having been satisfied, then STG must apply for an order of the Court of the type contemplated by section 411(4)(ii)(A) of the Corporations Act to disregard the Headcount Test and use its best endeavours to seek Court approval of the Scheme under section 411(4) of the Corporations Act, notwithstanding that the Headcount Test has not been satisfied. (d) If the Court refuses to grant an order convening the Scheme Meeting or approving the Scheme, then STG and Bidder must consult with each other in good faith as to whether to appeal the Court's decision. If, in the opinion of senior counsel obtained by either party within 5 Business Days of the Court's decision, there are reasonable prospects of successfully appealing the Court's decision, then: (i) (ii) STG must appeal the Court's decision, the cost of which is to be borne equally by STG and Bidder; and the End Date is extended by 20 Business Days (or such fewer Business Days as may be agreed to by STG and Bidder in writing) to account for the period for determination of the appeal on an expedited basis. 5.5 Mutual co-ordination STG and Bidder must each use all reasonable endeavours and utilise all necessary resources (including management, shareholder, marketing and corporate relations resources, as well as the resources of external advisers) to produce the Scheme Booklet and implement the Scheme as soon as reasonably practicable. Each party must procure that its Representatives work (including by attending meetings and by providing information) in good faith and in a timely and co-operative fashion with the other parties to implement the Scheme and to prepare all documents required relating to the Scheme. 5.6 Appointment of officers As soon as practicable after the Effective Date, and in any event no later than the Implementation Date, STG must take all actions necessary to procure: the appointment of the nominees of Bidder to the STG Board; and that if and as requested by Bidder, the STG Board shall be reconstituted, solely as directed by Bidder, Scheme Implementation Agreement Reference:DRZ:HHJ:

147 Page 29 provided that on or before the date on which the Scheme Booklet is lodged with ASIC, Bidder gives written notice to STG setting out the names of those persons whom Bidder is nominating to the STG Board and the names of those existing directors on the STG Board who are requested to resign, though Bidder may request at any time (including prior to the Effective Date) changes to the list Bidder provided of nominees and/or directors it has requested to resign, and STG must use its best endeavours to facilitate such requests. 6 Conduct of business 6.1 Period between the date of this agreement until Implementation Date From the date of this agreement up to and including the Implementation Date, each member of the STG Group must: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) not declare or pay any dividend or make any other distributions to STG Shareholders or any other person other than an entity which is part of the STG Group; not enter into any new arrangements or commitments (or series of arrangements or commitments) of more than $50,000 per annum or in total (STG may request Bidder s consent for a commitment that exceeds the amounts in this paragraph 6.1(ii), and Bidder will use best endeavours to respond in writing to STG s request within 3 Business Days after such request is received by Bidder); pay any Bank Debt earlier than it is required to be paid pursuant to binding agreements which have been entered into prior to the date of this agreement; manage and operate its management accounts and Working Capital in good faith, in the ordinary course of business consistent with past practice, in strict accordance with each item set forth in the working capital plan in Schedule 2 and supported by such evidence as is reasonably requested by Bidder; manage and operate its management accounts in good faith, in the ordinary course of business consistent with past practice, including without limitation, to continue to process payables and collections in accordance with past practices and in no event, processing in a way that would affect the outcome of how cash is treated hereunder; conduct its business and operations in the ordinary course of business consistent with past practice, subject to and in compliance in all material respects with all applicable laws, regulations and Regulatory Approvals, including taking all actions necessary to complete the consolidated audited financial statements of the STG Group for the 2015 fiscal year as promptly as reasonably practicable; not issue, sell, encumber, grant, redeem, purchase, acquire, split, combine, subdivide or reclassify any of its securities or warrants, options or other rights to acquire any of its securities or effect any merger, consolidation or recapitalization; not: (A) (B) incur any Bank Debt, other than Bank Debt owed, due or payable to NAB in the ordinary course of business consistent with past practice; or issue or sell any debt securities or rights to acquire debt securities, or make any loans, capital contributions or advances to any person, in each case, outside of the ordinary course of business consistent with past practice; Scheme Implementation Agreement Reference:DRZ:HHJ:

148 Page 30 (ix) not acquire, sell, lease, license, mortgage, sell and leaseback or otherwise subject to any lien, or otherwise dispose of, any real property or other material properties or assets, including intellectual property, or any material interests therein, or waive, relinquish, abandon or allow to lapse any real property or other material properties or assets, including intellectual property, other than: (A) (B) in the ordinary course of business consistent with past practice; or pursuant to the expiry of any applicable term due to the effluxion of time; (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) not make any change in financial or Tax accounting methods, principles, practices or elections, except as may be required by a change in Accounting Standards or applicable law occurring after the date of this agreement; not assign, transfer, lease, cancel, fail to renew, materially amend or modify or fail to extend any real property lease or material permit; not commence any legal action, claim or proceeding, or settle or compromise, or propose to settle or compromise, any legal action, claim or proceeding or any material Tax liability; other than in the ordinary course of STG s business consistent with past practice, not abandon, encumber, convey title (in whole or in part), exclusively license or grant any material exclusive right or other material exclusive licenses to material intellectual property owned by or exclusively licensed to any member of the STG Group, or enter into licenses or agreements that impose material restrictions upon any member of the STG Group or any of its Affiliates with respect to material intellectual property owned by any third party and impair the operation of the business of any member of the STG Group or any of its Affiliates; not amend, waive any provision of, fail to enforce (in each case, in any material respect), assign, terminate or enter into any contract that generates, or in the case of a new contract, is expected to generate, $250,000 or more in gross annual revenue. For the avoidance of doubt, this clause does not apply to non-renewals in the ordinary course of business consistent with past practice; not enter into a contract that would reasonably be likely to (i) adversely affect any member of the STG Group in any material respect, or (ii) limit or restrict any member of the STG Group or any of its Affiliates (including Bidder and its Affiliates after the consummation of the Scheme and the transactions contemplated by this agreement) from engaging or competing in any line of business or in any geographical area; except as required by applicable law, not: (A) (B) (C) (D) increase the compensation of, hire or terminate any director, executive officer or other employee or independent contractor with annual compensation in excess of $100,000; establish, amend or terminate any benefit plan or collective bargaining agreement of a member of the STG Group; accelerate the vesting, payment or funding of any compensation or benefits under any benefit plan; or change the terms of employment (including remuneration or other benefits) of any employee or contractor of the STG Group, other than to pay reasonable additional fees to those non-executive directors of STG in recognition of their contribution to the Scheme process, provided the total of such additional fees for all non-executive directors of STG does not Scheme Implementation Agreement Reference:DRZ:HHJ:

149 Page 31 exceed $180,000 in aggregate above existing fees payable to those directors as at the date of this agreement; (xvii) (xviii) (xix) (xx) not forgive any loans to any employees, officers or directors of any member of the STG Group, or any of their respective Affiliates; not acquire in one transaction or any series of related transactions any equity interests in any person or any business or division of any person or all or substantially all of the assets of any person (or any business or division thereof), form any Subsidiary or enter into any joint venture, partnership, or similar arrangement; or not waive or extend any statute of limitations in respect of income or other material Taxes or period within which an assessment or reassessment of income or other material Taxes may be issued, or prepare or file any income or other material Tax return (or any amendment thereof); not agree to take, make any commitment to take, or cause its board of directors (or equivalent governing body) to adopt any resolutions in support of, any of the actions prohibited by this clause 6.1; in each case, except to the extent: (xxi) (xxii) (xxiii) fairly disclosed in writing as part of the STG Disclosed Information; required to be done or procured by STG Group pursuant to, or that is otherwise expressly permitted by, the Transaction Documents; or the undertaking of which Bidder has approved in writing (such approval not to be unreasonably withheld or delayed). (c) Subject to clause 6.1(c), the STG Group shall apply any cash on hand in the STG Group as at the Implementation Date so as to reduce the amount of Bank Debt as at that date. The parties acknowledge that some of the cash controlled by Staging Connections (Fiji) Ltd, ETG Staging Connections (China) Co. Limited, Techmex Event Production (China) Co. Limited and other members of the STG Group may not be able to be applied to reduce the Bank Debt due to legal restrictions and/or extended compliance process for repatriation of cash from the relevant jurisdictions and as a result: (i) STG must: (A) (B) notify Bidder in writing three (3) Business Days prior to the Implementation Date of the amount of available funds in the bank accounts in the name of each member of the STG Group, as shown by the reconciled cashbook balances of the STG Group as at 9:00am on such date; and provide supporting evidence of such available amounts in the form of a bank statement or other similar evidence reasonably sufficient for Bidder to verify the amounts of such cash; (ii) Bidder agrees that the Total Scheme Consideration shall be increased by an amount equal to the lesser of: (A) (B) the amount notified pursuant to clause 6.1(c)(i)(A) for which evidence is provided under clause 6.1(c)(i)(B); and $1,000,000; and (iii) STG undertakes that it shall not delay or accelerate the payment of any liabilities or Bank Debt to any person, or accelerate the receipt of funds from third parties, prior to the Implementation Date. Scheme Implementation Agreement Reference:DRZ:HHJ:

150 Page 32 7 Access to information Between (and including) the date of this agreement and the Implementation Date, STG must, and must cause each other STG Group member to, afford to Bidder and its representatives reasonable access to information (subject to any existing confidentiality obligations owed to third parties), premises or such senior executives of any member of the STG Group and answer Bidder's questions, as reasonably requested by Bidder at mutually convenient times and afford Bidder reasonable cooperation (including allowing a Bidder representative to be present at the offices of STG during the period from signing of this agreement to the Implementation Date) for the purpose of: (i) (ii) (iii) (iv) (v) implementation of the Scheme; Bidder obtaining an understanding of the operations of the STG Group s business, financial position, prospects and affairs in order to allow and facilitate the development and the implementation of the plans of STG for those businesses following implementation of the Scheme; confirming compliance with this agreement; allowing the Bidder to obtain the W&I Policy, undertake any further due diligence required to obtain the W&I Policy or to obtain complete coverage under the W&I Policy; and any other purpose agreed between the parties, provided that: (vi) (vii) (viii) nothing in this clause 7 will require STG to provide information concerning STG s directors and management s consideration of the Scheme or in relation to any Competing Proposal or Superior Proposal over and above the obligations set out in clause 13; providing information to Bidder pursuant to this clause does not result in unreasonable disruptions to the STG Group s business; and any Bidder representative present at the offices of STG is not entitled to attend STG Group board meetings without invitation, and must comply with such directions, supervision and/or safety requirements as STG reasonably considers appropriate. (c) Subject to clause 7(vi), STG must provide to Bidder all information (including board papers) provided to STG directors, the Non-NAB STG Shareholders and the NAB STG Shareholder between the date of this agreement and the Implementation Date as soon as practicable after STG provides the information to those parties. Subject to clause 7(vi), STG must promptly notify Bidder if at any time after the date of this agreement but before the Implementation Date STG becomes aware that: (i) (ii) (iii) a Material Adverse Event has occurred or been discovered; a Warranty was not true when given or has ceased to be true; or an act or event has occurred or been discovered that would or might reasonably be expected to result in a Material Adverse Event or a Warranty ceasing to be true if it were repeated immediately before implementation of the Scheme, and must also provide Bidder with details of that fact. Scheme Implementation Agreement Reference:DRZ:HHJ:

151 Page 33 8 Warranty insurance Notwithstanding any provision to the contrary in this agreement: (i) (ii) Bidder represents and warrants to STG that Bidder will seek to insure liability under the Warranties and the Indemnities on terms satisfactory to Bidder after the date of signing of this agreement and before the Implementation Date; Bidder agrees that it will not be entitled to make, will not make, and waives any right it may have to make, any Claim against STG arising out of a breach of a Warranty or under an Indemnity, except only: (A) (B) to the extent required to permit a Claim against the W&I Insurer but only on the basis that STG will have no liability whatsoever for such Claim beyond an aggregate amount of $1; or subject always to the provisions of clause 11 and the other provisions of this clause 8: (I) (II) in the case of a Claim in respect of a breach of a Title and Capacity Warranty, to the extent that the Claim is for an amount which is not recoverable under the W&I Policy because it would exceed the W&I Policy Limit (or the balance of the W&I Policy Limit if Bidder has brought prior successful claims under the W&I Policy); or in respect of a Claim against STG relating directly to the fraud or wilful concealment of STG or the fraud or wilful concealment of one or more of STG s directors or officers; (iii) (iv) (v) Bidder covenants with STG that it will, promptly on obtaining the W&I Policy provide a copy to STG and covenants that Bidder will not agree to any amendment, variation or waiver of the W&I Policy provided to STG that affects the rights and obligations of STG (or do anything which has a similar effect) without the consent in writing of STG (such consent not to be unreasonably withheld or delayed where the amendment, variation or waiver does not materially affect the nature or scope of coverage of the W&I Policy); Bidder covenants with STG that, if a W&I Policy is obtained by Implementation, the terms of the W&I Policy will include an express waiver of the insurer s rights of subrogation, contribution and rights acquired by assignment against STG, except to the extent that the Claim arises from the fraud or wilful concealment of STG or the fraud or wilful concealment of one or more of STG s directors or officers; and the parties acknowledge and agree that, notwithstanding that Bidder is or may be unable to pursue or obtain any remedy under its warranty and indemnity insurance policy, whether due to failure to obtain the policy, policy exceptions or exclusions, validity (including, without limitation if the W&I Policy is invalid due to the insolvency, breach or default of any person), creditworthiness or otherwise, the provisions of clause 8(ii) will still apply. If there is any conflict or inconsistency between this clause 8 and any other provisions of this agreement (other than clause 11.10), this clause 8 prevails. 9 STG Board recommendations and shareholder views 9.1 STG Board recommendations STG represents and warrants as at the date of this agreement to Bidder that it has been advised by each director of STG in office as at the date of this agreement that he or she will: Scheme Implementation Agreement Reference:DRZ:HHJ:

152 Page 34 (c) (d) (e) recommend that STG Shareholders vote in favour of the Scheme subject to the Independent Expert expressing an opinion that the Scheme is in the best interests of Non-NAB STG Shareholders; make a public statement stating that he or she will vote any Scheme Shares in his or her control in favour of the Scheme subject to the Independent Expert expressing an opinion that the Scheme is in the best interests of Non-NAB STG Shareholders; not subsequently change, withdraw or modify that recommendation before the date the Scheme is approved by STG Shareholders subject to the Independent Expert expressing an opinion that the Scheme is in the best interests of Non-NAB STG Shareholders; include in STG's Announcement of the signing of this agreement, the Scheme Booklet and any material communications made to the public and the STG Shareholders about the Scheme, a statement to the effect of clause 9.1; and not make any public statement or take any other action that contradicts the recommendation of the Scheme by the directors of STG to the effect of the statement in clause 9.1 subject to the Independent Expert expressing an opinion that the Scheme is in the best interests of Non-NAB STG Shareholders, in each case, unless: (f) (g) the Independent Expert opines that the Scheme is not in the best interests of Non- NAB STG Shareholders; or the directors of STG have unanimously: (i) (ii) made a determination that STG has received a Superior Proposal; and publicly recommended that the Superior Proposal is in the interests of the Non-NAB STG Shareholders. 9.2 Shareholder views STG represents and warrants as at the date of this agreement to Bidder that it has been advised by each of MGB Equity Growth Pty Ltd, Investec Wentworth Private Equity Limited and IWPE Nominees Pty Limited that they each intend to vote any Scheme Shares in their respective control in favour of the Scheme subject to the Independent Expert expressing an opinion that the Scheme is in the best interests of Non-NAB STG Shareholders and in the absence of a Superior Proposal. STG represents and warrants as at the date of this agreement to Bidder that it has been advised by the NAB STG Shareholder that its intention is to vote any Scheme Shares in its control in favour of the Scheme subject to: (i) (ii) (iii) this agreement not being terminated; NAB STG Shareholder obtaining all relevant regulatory and internal approvals and authorisations; and there being no Superior Proposal (provided that for the purposes of this clause 9.2(iii), the reference to Non-NAB STG Shareholders in the definition of Superior Proposal shall be deemed to be replaced with the words STG Shareholders as a whole ). Scheme Implementation Agreement Reference:DRZ:HHJ:

153 Page Public announcements and confidentiality 10.1 Announcements with consent Subject to clauses 10.2 and 10.3, each party must not make any Announcements in connection with the Scheme without the prior written approval of the other party, with such approval not to be unreasonably withheld Announcements required by law Subject to clause 10.3, where a party is required by applicable law or any applicable stock exchange regulation to make any announcement or to make any disclosure in connection with this agreement (including its termination) or the Scheme, it may do so only after it has given the other party as much notice as is reasonably practicable in the context of any deadlines imposed by law or applicable requirement, but in any event prior notice, and has consulted with the other party as to (and has given the other party a reasonable opportunity to comment on) the form and content of that announcement or disclosure. Nothing in this clause requires the giving of prior notice or the taking of any action if doing so would lead to a party breaching an applicable law or any other stock exchange regulation Disclosure on termination of this agreement The parties agree that, if this agreement is terminated under clause 15, either party may disclose by way of Announcement the fact that this agreement has been terminated, where such disclosure is in the reasonable opinion of that party required to ensure that the market in its securities is properly informed, and provided, where reasonably practicable, that party consults with the other party as to (and gives the other party a reasonable opportunity to comment on) the form and content of the announcement prior to its disclosure Confidentiality Agreement Except as set out in clause 10.3, the parties acknowledge and agree that: they continue to be bound by the Confidentiality Agreement after the date of this agreement; and the rights and obligations of the parties under the Confidentiality Agreement survive termination of this agreement. 11 Representations and warranties 11.1 STG representations and warranties Subject always to clauses and 8, STG represents and warrants to Bidder that, except as consented to in writing by Bidder: incorporation: it is a body corporate validly existing under the laws of its place of incorporation and each member of the STG Group is a corporation validly existing under the laws of its place of incorporation; organization and capitalization: (i) STG has included in folder 01 of the data room established by the STG Group and hosted by Ansarada Pty Limited true, complete and correct copies of its register, constitution as in effect on the date hereof and Schedule 3 is a true, complete and correct list of all of the Subsidiaries of STG identifying (i) the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the authorized (if applicable) and outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by STG and each of the other Subsidiaries and (iv) the percentage of the outstanding share capital or Scheme Implementation Agreement Reference:DRZ:HHJ:

154 Page 36 other equity or similar interests of each such Subsidiary owned by any other person in each such Subsidiary. Other than AAV USA Post Production & Outside Broadcast Inc., Techmex Event Production (M) Sdn Bhd), AAV Pacific Ltd, SCGL Limited, EFT UK Limited and RSVP North Limited, on or before the Implementation Date, no Subsidiary is the subject of any process to liquidate, deregister or otherwise strike out or externally administer it; (ii) immediately prior to implementation of the Scheme on the Implementation Date: (A) the only Subsidiaries of STG will be the entities listed in Schedule 3; (B) (C) all of the share capital of each Subsidiary of STG will continue to be owned by the entities set out in Schedule 3; and the only securities on issue in STG will be the STG Shares and the Warrant; (c) (d) (e) (f) (g) (h) power: it has the corporate power to enter into and perform or cause to be performed its obligations under this agreement and to carry out the transactions contemplated by this agreement; corporate authorisations: it has taken all necessary corporate action to authorise the entry into this agreement and the Scheme and, subject to STG Shareholders approving the Scheme, has taken all necessary corporate action to authorise the performance of this agreement and the Scheme and to carry out the transactions contemplated by this agreement and the Scheme; binding obligations: (subject to laws generally affecting creditors' rights and principles of equity) this agreement is valid and binding upon it; solvency: no Insolvency Event has occurred in relation to any member of the STG Group; no regulatory action or legal proceeding: no regulatory action or legal proceeding of any nature has been taken which would prevent, inhibit or otherwise have a material adverse effect on its ability to fulfil its obligations under this agreement; no default: this agreement does not conflict with or result in the breach of or default under or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to any obligation of a member of the STG Group to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any liens upon any of the properties or assets of any member of the STG Group, under any provision of STG's constitution, any material term or provision of any material agreement, or any writ, order or injunction, judgement, law, rule, regulation or instrument to which STG is party or subject or of which it or any member of the STG Group is bound; (i) no Prescribed Occurrence: no Prescribed Occurrence has occurred since June 30, 2014, and the business of the STG Group has been conducted in the ordinary course consistent with past practice; (j) (k) not misleading: all STG Disclosed Information, and all information that is provided to Bidder in writing during the preparation of the Scheme Booklet, are, to the best of its knowledge, accurate and not misleading in any material respect and does not omit any material matters required to make the information provided to Bidder not misleading (when read as a whole); Scheme Shares: each of the Scheme Shares will, at the time of its transfer to Bidder pursuant to the Scheme, be fully paid; (l) true and fair view: STG s audited consolidated balance sheet as at June 30, 2014 and STG s consolidated audited profit and loss account for the year ending on June Scheme Implementation Agreement Reference:DRZ:HHJ:

155 Page 37 30, 2014 in folder of the data room established by the STG Group and hosted by Ansarada Pty Limited (together, the Accounts) give a true and fair view of the consolidated financial position of the STG Group as at June 30, 2014 and of their performance for the financial period ended on June 30, 2014 and have been prepared in accordance with the Accounting Standards applied on a consistent basis; (m) (n) management accounts: the management accounts of the STG Group in folders to of the data room established by the STG Group and hosted by Ansarada Pty Limited have been prepared by the STG with due care and attention, give a reasonable view of the state of affairs, profit or loss of the STG Group as at and for the period in respect of which they have been prepared and of the balance sheets of the STG Group as at the end of such period and have been prepared consistently with the policies and procedures applied when preparing the Accounts, but Bidder acknowledges that they are not audited or prepared on a statutory basis; position since the accounts date: since June 30, 2014 the STG Group s business has been conducted in all material respects in the ordinary and usual course of business other than for the transactions contemplated by this agreement and: (i) (ii) no STG Group member has acquired any assets, or sold, disposed of or created an encumbrance over any of its assets, worth more than $50,000, except in the ordinary course of business; and no STG Group member has engaged any new employee with annual remuneration exceeding $100,000 or materially changed the terms of employment of any employee of the STG Group, except in the ordinary course of business; (o) issued securities as at date of this agreement: the securities on issue in the capital of STG as at the date of this agreement, and the unexercised rights granted by STG to subscribe for new STG Shares, are: (i) (ii) (iii) 96,872,781 STG Shares; 12,313,606 E Class Shares; and a right to subscribe for 55,084,500 new STG Shares (the Warrant), and the STG Group has not issued, or agreed to issue, any other securities or instruments which are still in force and may convert into STG Shares or any other securities in STG. There are no contracts to which a member of the STG Group is a party or by which it is bound to repurchase, redeem or otherwise acquire any equity or voting interest in a member of the STG Group, and there are no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of the securities of the STG Group; (p) (q) (r) no transfer restrictions: for each STG Group member, (i) its shares can be sold and transferred free of any competing rights, including pre-emptive rights or rights of first refusal, (ii) its shares have been validly issued, are fully paid and no money is owing in respect of them, (iii) it is not under an obligation to issue, and no person has the right to call for the issue or transfer of, any shares or other securities in it at any time, (iv) it has not issued securities with conversion rights to shares or securities in it, and (v) there are no agreements or arrangements under which options or convertible notes have been issued and there are no voting agreements or arrangements with respect to its shares; no Warrant or E Class Shares as at Record Date: as at the Record Date, there will be no outstanding Warrant or E Class Shares on issue; no undisclosed liabilities: no member of the STG Group has any Bank Debt, derivative contracts, hedging transactions, interest rate or currency agreements, or liabilities (whether or not required under Accounting Standards to be reflected on a balance sheet or the notes thereto) other than those (i) specifically reflected in, fully Scheme Implementation Agreement Reference:DRZ:HHJ:

156 Page 38 reserved against or otherwise described in the Accounts or the notes thereto, (ii) incurred in the ordinary course of business consistent with past practice since such date or (iii) that are immaterial to the STG Group taken as a whole; (s) (t) (u) (v) (w) (x) no Material Adverse Event: since June 30, 2014, there has not been a Material Adverse Event and no Material Adverse Event has been discovered, and the STG Group has conducted its business in the ordinary course of business consistent with past practice; taxes: (i) all tax returns filed or required to be filed by or on behalf of the STG Group have been duly and timely filed with the appropriate taxing authority in all jurisdictions in which such tax returns were filed or are required to be filed, and all such tax returns are true, complete and correct in all material respects, (ii) all Taxes and Duty payable by or on behalf of the STG Group have been fully and timely paid and the STG Group has complied with all obligations under any statutory provisions requiring the deduction or withholding of Tax from amounts paid by the STG Group, (iii) the STG Group has maintained sufficient and accurate records and all other information required to support all income tax returns and information which has been or may be filed to any tax authority or is required to be kept under any Tax Law, and (iv) the STG Group has complied with the requirements of Tax Law in all jurisdictions to withhold, deduct or pay amounts due for or on account of any Tax in respect of any payments or non-cash benefits made or provided to employees, contractors or any other persons providing labour or services prior to the Implementation Date and (iii) all Taxes and Duty due prior to the Implementation Date have been paid or specific and accurate provisions have been made in the STG Group s accounts in respect of all Taxes and Duty relating to any period up to and including the Implementation Date where the due date for payment is after the Implementation Date; GST: STG Group members (i) that are required to be registered for goods and services tax under the GST Law have been registered from the time so required, and will continue to be registered from the date of this agreement to the Implementation Date and are not in default of any obligation to make any payment or return (including any Business Activity Statement) or notification under the GST Law, (ii) have correctly, and on a timely basis, returned GST on all taxable supplies and have no overdue GST liabilities, (iii) have not been paid any amount by any entity on account of, or in respect of, GST which it was not contractually entitled to be paid. Any amount of GST collected by STG Group members that has not yet become due for payment is reflected as a current liability on the balance sheets of the STG Group; tax audits: STG Group is not involved in any audit or investigation of any of its income tax returns or business operations, is not involved in any dispute with any tax authority and is not aware of any circumstances or event which may give rise to any such audit, investigation or dispute; compliance with law: each member of the STG Group is and has at all times in the past five years been in compliance in all material respects with all laws applicable to its business, operations or assets, including all laws with respect to privacy, data protection, export and the collection and use of personal information, anti-spam and similar consumer protection laws. No member of the STG Group has received any written or, to STG s knowledge, other notice of or been charged with the violation of any laws. No member of the STG Group is under investigation with respect to the material violation of any laws and, to STG s knowledge, there are no facts or circumstances which could form the basis for any such violation; permits: the STG Group holds all licenses, franchises, permits, certificates, approvals or other similar authorizations issued by applicable Governmental Agencies necessary for the lawful conduct of its businesses as presently conducted, and such licenses, franchises, permits, certificates, approvals or other similar authorizations are valid and in full force and effect, no member of the STG Group is in default thereunder, and none of such licenses, franchises, permits, certificates, approvals or other similar authorizations will be terminated or impaired as a result of the transactions contemplated hereby; Scheme Implementation Agreement Reference:DRZ:HHJ:

157 Page 39 (y) (z) (aa) (bb) (cc) intellectual property: the STG Group or one of its members is the sole and exclusive owner of all registrations and applications for intellectual property owned by the STG Group, and is the sole and exclusive owner of, or has valid and continuing rights to use, all intellectual property and technology used in the conduct of the business of the STG Group as currently conducted and proposed to be conducted, and the STG Group s intellectual property rights are valid, enforceable and subsisting. The intellectual property and technology rights of the STG Group are free and clear of all liens and include all of the intellectual property and technology rights necessary and sufficient to enable Bidder to conduct the business of the STG Group as currently being conducted and proposed to be conducted. The business of the STG Group as currently conducted and proposed to be conducted does not infringe, constitute an unauthorized use of, misappropriate or otherwise violate any intellectual property or other similar right of any person. No member of the STG Group is the subject of any pending or threatened in writing legal proceedings which involve a claim of the foregoing or challenge the ownership, use, validity or enforceability of the intellectual property owned, purported to be owned or exclusively licensed by any member of the STG Group. No member of the STG Group has received written notice of any such threatened claim and, to the knowledge of STG, there are no facts or circumstances that would form the basis for any such claim or challenge; asset control: all the tangible assets listed in the Accounts are (i) fully paid for, (ii) either the absolute property of a member of the STG Group free and clear of all encumbrances or used by a STG Group member under a contract under which it is entitled to use the assets on the terms and conditions of such contract, (iii) except as disclosed in the STG Disclosed Information, not the subject of a security interest (as defined in the Personal Property Securities Act 2009 (Cth)) which has been perfected by the secured party possessing or controlling the personal property, (iv) not the subject of any lease or hire purchase agreement or agreement for purchase on deferred terms, other than in the ordinary course of business, (v) in the possession of an STG Group member, its agent or nominee, or (vi) not the subject of any agreements or arrangements to dispose or not to dispose or that otherwise restrict their use or disposal, except as provided for, or taken into account in the preparation of, the Accounts; asset used in the business: the STG Group members own, or have the right to use (on terms no less favourable to the STG Group members than the terms applicable as at the date of this agreement), all of the assets that are used in the conduct of STG Group s business as carried on as at the date of this agreement; plant and equipment: all plant, machinery, vehicles and equipment owned or used by an STG Group member are in good repair and condition having regard to their age and are in satisfactory working order and have been regularly and properly maintained, are capable of performing the functions for which they are used and are not dangerous, inefficient, out of date, unsuitable or in need of renewal or replacement and conform with any applicable standards and have not been repaired, altered, modified, operated or maintained in a way that would void or otherwise affect any warranty provided by the suppliers of those assets; contracts: each of the contracts to which a member of the STG Group is party (i) is in full force and effect and is the legal, valid and binding obligation of such member of the STG Group and, to the knowledge of STG, the other parties thereto, (ii) is enforceable against a member of the STG Group and the other parties thereto in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors rights generally and by equitable principles and (iii) upon consummation of the transactions contemplated by this agreement, shall continue in full force and effect. No member of the STG Group is in default under any contract to which it is a party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a breach or default by a member of the STG Group or, to the knowledge of STG, any other party thereunder. No party to any of the contracts to which a member of the STG Group is party has exercised any Scheme Implementation Agreement Reference:DRZ:HHJ:

158 Page 40 termination rights with respect thereto, and no such party has given written notice of any significant dispute with respect to any such contract; (dd) (ee) (ff) (gg) customers and suppliers: since January 1, 2015, no customer or supplier of a member of the STG Group has terminated its relationship with a member of the STG Group or has materially reduced or changed the pricing of other terms of its business with a member of the STG Group, and, to STG s knowledge, no customer or supplier of a member of the STG Group has notified a member of the STG Group in writing that it intends to terminate or materially reduce or change the pricing or other terms of its business with the STG Group or any of its members; leases: each member of the STG Group has valid, binding and enforceable leasehold interests under each of the real property leases included in folder 12 of the data room established by the STG Group and hosted by Ansarada Pty Limited (the Leasehold Properties), free and clear of all liens. There are no other real property leases to which members of the STG Group are a party except for the Leasehold Properties. Each of the real property leases of the members of the STG Group is in full force and effect. Each member of the STG Group has paid all rent, rates and other amounts presently payable in respect of any real property leases to which it is a party. No member of the STG Group is in material default under any real property lease, and no event has occurred and no circumstance exists which, if not remedied by a member of the STG Group, as the case may be, and whether with or without notice or the passage of time or both, would result in such a default. No member of the STG Group has received any oral or written notice, or given any written notice, of any default or event that with notice or lapse of time, or both, would constitute a default by a member of the STG Group under a real property lease to which a member of the STG Group is a party and, to STG s knowledge, no other party is in default thereof, and no party to any real property lease to which a member of the STG Group is party has exercised any termination rights with respect thereto; environmental: there are no factors affecting any of the real property occupied by STG Group members that will, or would reasonably be likely to, give rise to any material liability for any STG Group member under or arising from any act or omission of a STG Group member that is a breach of or inconsistent with its obligations under, any statute or common law relating to the environment and no contamination exists on any of the real properties occupied by STG Group members and no contamination has migrated from any real properties operated by STG Group member that will, or would reasonably be likely to, give rise to any material liability for any STG Group member; employees: each STG Group member materially complies with all obligations under employment and industrial laws, employment contracts, industrial agreements and awards and with all codes of conduct and practice relevant to conditions of service and to the relations between it and the employees employed by it. No STG Group member is a party to any workplace agreement with a trade union or industrial organisation, group of employees or individual employees in respect of the employees of the STG Group and their employment and no industrial awards or workplace agreements apply to any employees of a STG Group member except as disclosed in the STG Disclosed Information. No STG Group member has been involved in any employment or industrial law-related proceedings or dispute with any union or employee at any time within the 6 months preceding the date of this agreement that will, or would reasonably be likely to, give rise to any material liability for any STG Group member and STG has no knowledge of any circumstances that will, or would reasonably be likely to, give rise to any such industrial dispute or negotiation. No STG Group member has been involved in any material dispute with any employees or union at any time within the 5 years preceding the date of this agreement and there are no circumstances likely to give rise to any such dispute. No STG Group member has agreed to any share incentive scheme, share option scheme, bonus scheme, profit sharing scheme or other employee incentive scheme with any employee. No STG Group member is a party to any written employment or service agreement with any employee other than those agreements identified in the STG Disclosed Information; Scheme Implementation Agreement Reference:DRZ:HHJ:

159 Page 41 (hh) (ii) (jj) (kk) (ll) employee benefit plans: STG has made available to Bidder a true and complete copy of each written employee benefit plan of the STG Group set out in folder 04 of the data room established by the STG Group and hosted by Ansarada Pty Limited, and each such employee benefit plan has been maintained in compliance with its terms in all material respects and in compliance in all material respects with all applicable laws. There are no material pending or threatened in writing claims by or on behalf of any employee benefit plan, by any employee or former employee or beneficiary covered under any such employee benefit plan, or otherwise involving any such employee benefit plan (except for routine claims for benefits). Neither the execution and delivery of this agreement nor the consummation of the transactions contemplated hereby, either alone or in connection with any other event(s), shall (i) entitle any current or former employee, officer, manager, individual independent contractor, director, member of the STG Group or any of its Affiliates to severance pay, unemployment compensation or any other payment, except as expressly provided in this agreement, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, officer, manager, individual independent contractor or director, or (iii) result in any liability on the part of any member of the STG Group or any of its Affiliates; workers compensation: each STG Group member (i) has workers compensation insurance in place, has paid its workers compensation insurance up to date and has not experienced an increase in its workers compensation insurance premium over the last 3 years, (ii) is not the subject of any current workers compensation claim and STG is not aware of any future claim, and (iii) has not been subject to an external audit by the Workers Compensation Insurance Authority in the last 3 years; superannuation: the prescribed minimum level of superannuation support for each employee member of the STG Group has been provided so as not to incur a Superannuation Guarantee Charge liability. There are no overdue contributions due on the part of any STG Group member or any of their employees that are outstanding and unpaid. Provisions have been made for any outstanding and unpaid benefits currently due to all employees of members of the STG Group or his or her dependants or beneficiaries; litigation: there is no investigation commenced or legal proceeding pending (other than legal proceedings which have been filed with a Governmental Agency and not served on a member of the STG Group, of which filing STG has no knowledge) or, to STG s knowledge, threatened against any member of the STG Group (or to STG s knowledge, pending or threatened against any of the officers, directors, managers or employees of any member of the STG Group with respect to their business activities on behalf of the STG Group), or to which a member of the STG Group is otherwise a party before any Governmental Agency, nor to STG s knowledge, is there any reasonable basis for any such legal proceeding. No member of the STG Group is subject to any order or judgment applicable solely to a member of the STG Group, and no member of the STG Group is in breach or violation of any order or judgment. No STG Group member has given an undertaking or written assurance (whether legally binding or not) to any court or Governmental Agency (including any competition authority) under any antitrust or similar legislation in any jurisdiction. No member of the STG Group is engaged in any legal proceeding to recover monies due it or for damages sustained by it. There are no legal proceedings pending or, to STG s knowledge, threatened against a member of the STG Group or to which a member of the STG Group is otherwise a party relating to this agreement, any of the Transaction Documents or the transactions contemplated hereby or thereby; certain payments: no member of the STG Group or any of its respective officers, directors, employees, agents, representatives, consultants, or any other person associated with or acting for or on behalf of a member of the STG Group, has, directly or indirectly, in connection with the business of the STG Group: (i) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any Government Official, candidate for public office, political party or political campaign, for the purpose of (A) influencing any act or decision of such Government Official, candidate, party or Scheme Implementation Agreement Reference:DRZ:HHJ:

160 Page 42 campaign, (B) inducing such Government Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any person, (D) expediting or securing the performance of official acts of a routine nature, or (E) otherwise securing any improper advantage; (ii) paid, offered or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (iii) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (iv) established or maintained any unlawful fund of corporate monies or other properties; (v) created or caused the creation of any false or inaccurate books and records of the STG Group or any of its members related to any of the foregoing; or (vi) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. 78dd-1, et seq., the UK Bribery Act of 2010, or any other applicable anti-corruption or anti-bribery law; (mm) (nn) (oo) (pp) insurance: (i) the STG Group has entered into all insurance policies reasonably regarded as adequate taking into account the size and operations the STG Group, (ii) each member of the STG Group has at all material times been and is adequately covered against accident, physical loss or damage, third party liability (including product liability and professional negligence) and all other risks normally covered by insurance by such companies or required by law (Insurance), (iii) each Insurance is currently in full force and effect and all applicable premiums have been paid as and when due, (iv) so far as STG is aware, nothing has been done or omitted to be done which would make any Insurance void or voidable or which would permit an insurer to cancel the policy or refuse or materially reduce a claim or materially increase the premiums payable under the Insurance, (v) no material claims have been made under any such Insurance, (vi) the STG Group is in compliance with all current insurance policies covering the STG Group and (vii) no written notice of cancellation, termination or revocation of an insurance policy has been received by a member of the STG Group; information technology: the information technology and telecommunications systems, hardware and software owned or used by the STG Group members in the conduct of their business (Systems) as at the date of this agreement comprise all the information technology and telecommunications systems, hardware and software necessary for the conduct of the STG Group s business, perform their intended functions, are free from defects in design, material and workmanship and comply with the manufacturer's or licensor's (as applicable) specifications. All Systems and software comprised in the Systems are either owned or validly licensed for use by, and are under the control of, an STG Group member and are not wholly or partly dependent on any facilities that are not under the ownership, operation or control of an STG Group member; Transaction Costs: as at the Implementation Date, other than those Transaction Costs forming part of the Transaction Costs Extinguishment Amount to be paid in accordance with clause 4, no Transaction Costs are payable by the STG Group; and Bank Debt: no Bank Debt or any other type of indebtedness of the STG Group is due or payable or will be due or payable to any party other than NAB. As at the Implementation Date, other than that amount of Bank Debt forming part of the Bank Debt Extinguishment Amount to be paid in accordance with clause 4, no Bank Debt is payable by the STG Group Indemnities from STG Subject to clause 8: STG agrees with Bidder (on Bidder s own behalf and separately as trustee or nominee for each of the other Bidder Indemnified Parties) to indemnify and keep indemnified the Bidder Indemnified Parties and each member of the STG Group from and against all claims, liabilities and loss which any of the Bidder Indemnified Parties may suffer or incur by reason of any breach of any of the representations and warranties in clause 11.1 of this agreement. Scheme Implementation Agreement Reference:DRZ:HHJ:

161 Page 43 (c) For the avoidance of doubt, in respect of any breach of Warranty, loss includes an amount that would be necessary to put Bidder, the Bidder Indemnified Party or the STG Group member (as applicable) in the same position as if the Warranty had been true. At a minimum, loss suffered or incurred by Bidder will be deemed to include loss suffered or incurred by an STG Group member Tax indemnity Subject to clause 8, STG indemnifies Bidder and each STG Group member against, and must pay Bidder or STG Group members the amount of, any: Tax or Duty payable by a STG Group member to the extent that Tax or Duty: (i) (ii) (iii) relates to any period, or part period, up to and including the implementation of the Scheme; relates directly to the occurrence of an act, transaction or event of a STG Group member occurring on or prior to, or as a result of, implementation of the Scheme; or relates to a failure by an STG Group member to comply with a Tax Law prior to implementation of the Scheme; and the relevant STG Group member has either failed to make payment of the relevant Tax or Duty by the due date for payment or, if the due date for payment is after the Implementation Date, no accurate and specific provision for that Tax or Duty is included in the STG Group s accounts maintained by it in the ordinary course prior to the Implementation Date; and Tax Costs incurred by or on behalf of an STG Group member to the extent those Tax Costs arise from or relate to any of the matters for which STG may be liable under clause Bidder representations and warranties Bidder represents and warrants to STG that, except as consented to in writing by STG: (c) (d) (e) (f) (g) incorporation: it is a body corporate validly existing under the laws of its place of incorporation and each member of the Bidder Group is a corporation validly existing under the laws of its place of incorporation; power: it has the corporate power to enter into and perform or cause to be performed its obligations under this agreement and to carry out the transactions contemplated by this agreement; corporate authorisations: it has taken all necessary corporate action to authorise the entry into this agreement and the Scheme and has taken all necessary corporate action to authorise the performance of this agreement and the Scheme and to carry out the transactions contemplated by this agreement and the Scheme; binding obligations: (subject to laws generally affecting creditors' rights and principles of equity) this agreement is valid and binding upon it; solvency: no Insolvency Event has occurred in relation to any member of the Bidder Group; regulatory action: no regulatory action of any nature has been taken which would prevent, inhibit or otherwise have a material adverse effect on its ability to fulfil its obligations under this agreement; no default: this agreement does not conflict with or result in the breach of or default under any provision of Bidder's organizational documents, any material term or Scheme Implementation Agreement Reference:DRZ:HHJ:

162 Page 44 provision of any material agreement, or any writ, order or injunction, judgement, law, rule, regulation or instrument to which Bidder is party or subject or of which it or any member of the Bidder Group is bound; and (h) not misleading: all Bidder Disclosed Information and all information that is provided to STG in writing during the preparation of the Scheme Booklet are, to the best of its knowledge, accurate and not misleading in any material respect and does not omit any material matters required to make the information provided to STG not misleading (when read as a whole) Indemnities from Bidder Bidder agrees with STG (on STG's own behalf and separately as trustee or nominee for each of the other STG Indemnified Parties) to indemnify and keep indemnified the STG Indemnified Parties from and against all claims, liabilities and loss which any of the STG Indemnified Parties may suffer or incur by reason of any breach of any of the representations and warranties in clause 11.4 of this agreement. In no event shall Bidder be required to indemnify any party or make any other payment in respect of a claim, liability or loss pursuant to clause 11.5, whenever made, for an aggregate amount exceeding the Total Scheme Consideration Timing Each representation and warranty made or given under clauses 11.1 and 11.2 is given: at the date of the agreement and at 8.00am on the Second Court Date; or where expressed, at the time at which the representation or warranty is expressed to be given Reliance by parties Each party (Representor) acknowledges that: (c) (d) in entering into this agreement the other party has relied on the representations and warranties provided by the Representor under this clause 11; any breach of the representations and warranties provided by the Representor under this clause 11 after the Scheme becomes Effective cannot result in a termination of this agreement; it has not entered into this agreement in reliance on any warranty or representation made by or on behalf of the other party except those warranties and representations set out in this agreement. This acknowledgment does not prejudice the rights any party may have in relation to the STG Scheme Booklet Information or any information filed by the other party with the ASIC; and neither Bidder nor STG, nor their respective Representatives, nor any other person acting on behalf of or associated with them, has made any representation, given any advice or given any warranty or undertaking, promise or forecast of any kind in relation to the business of either the Bidder Group or the STG Group, including in relation to future matters, including future or forecast costs, prices, revenues or profits Notifications Each party will promptly advise the other party in writing if it becomes aware of any fact, matter or circumstance that constitutes or may constitute a breach of any of the representations or warranties given by it under this clause Status of representations and warranties Each representation and warranty in this clause 11: Scheme Implementation Agreement Reference:DRZ:HHJ:

163 Page 45 (c) is severable; will survive the termination of this agreement; and is given with the intent that liability under it will not be confined to breaches that are discovered prior to the date of termination of this agreement Claims The liability of STG under a Claim arising from a breach of a Warranty (other than a Claim arising out of a breach of a Warranty in clauses 11.1(t) to 11.1(v) or under the indemnity in clause 11.3) for any loss or amount described below will be reduced to the extent that such loss or amount: (i) (ii) (iii) (pre-completion actions): arises from an act or omission by or on behalf of an STG Group member before 8.00am on the Second Court Date that was done or made with the written consent of Bidder or at the written direction or instruction of Bidder; (no double Claim): has been recovered by Bidder under another Claim; and (no indirect loss): is indirect loss, including loss of opportunity, loss of access to markets, loss of future reputation and remote or abnormal loss, but excluding, and for the avoidance of doubt, this clause 11.10(iii) does not apply to: (A) (B) (C) (D) loss which is direct loss of profits, direct loss of revenue or direct loss of production; loss arising naturally and in the usual course of things from the relevant breach of Warranty or indemnity in clause 11.2 or 11.3 (Breach); loss arising from a Breach which may fairly and reasonably be considered to be reasonably foreseeable; or any diminution in the value of the Scheme Shares. (c) (d) Notwithstanding anything else in this agreement, if and to the extent that STG or any officer or employee of STG or STG s Representative has acted fraudulently or wilfully concealed anything in such a way as to render a Warranty misleading, false or deceptive then none of the limitations in this 11 shall apply in relation to a Claim by Bidder for breach in respect of that Warranty or under an Indemnity. Where a Warranty is given to STG s knowledge or with a similar qualification as to STG s or the STG Group s awareness or knowledge, STG will be deemed to know or be aware of a particular fact, matter or circumstance at a given time only if, at that time, a Specified Executive or a director or officer of STG is aware of that fact, matter or circumstance as at the date the Warranty is given or would reasonably be expected to be aware of that fact, matter or circumstance if they had made reasonable enquiries as to the accuracy of the Warranty. Each of the Warranties that contains any Material Adverse Event, in all material respects or other materiality (or correlative meaning) qualifications shall be deemed to exclude such qualifiers for purposes of calculating losses or the amount of damages under a Claim arising from a breach of Warranty Disclosures Each of the Warranties provided by STG is subject to matters fairly and accurately disclosed in the STG Disclosed Information. Scheme Implementation Agreement Reference:DRZ:HHJ:

164 Page 46 For the purposes of this agreement, a matter is fairly disclosed if information is disclosed that is sufficient in content and made in such a manner and context that it would enable a reasonable person to be aware of the substance and significance of the information Mitigation of Loss If Bidder becomes aware of a breach of a Warranty, Bidder must, to the extent it is within Bidder s control, take reasonable actions to mitigate any loss for which it is entitled to recovery, provided that this does not mean and shall not be construed to mean that Bidder must litigate or initiate any action or Claim in order to mitigate losses or do, or omit to do, anything which may prejudice the ability or right of Bidder, a Bidder Group member or an STG Group member to recover under any available insurance Tax effect on Claims If a party (payor) is liable to pay an amount to another party (recipient) in respect of a Claim and that payment is treated as income under the Tax Law such that the payment increases the income tax payable by the recipient, or the Head Company of any Consolidated Group of which the recipient is a member, (collectively the recipient Group) under the Tax Law, then the payment must be grossed up by such amount as is necessary so that after deducting from that payment all Tax paid or payable in respect of the payment, the balance remaining is equal to the amount due under the Claim Exclusion of liability To the maximum extent permitted by law all terms, conditions, warranties, indemnities and statements (whether express, implied, written, oral, collateral, statutory or otherwise) which are not expressly set out in this agreement are excluded and, to the extent they cannot be excluded, STG disclaims all liability in relation to them Bidder acknowledgements Bidder acknowledges and agrees that: (c) it has received independent and professional advice (including legal, accounting, tax and/or financial advice) concerning this agreement; it has had the opportunity to conduct a due diligence review in relation to the STG Group; and except as expressly set out in this agreement and except in the case of fraud or wilful misconduct, Bidder has not relied on any statement or representation made, any advice, warranty, undertaking, promise or forecast given or any conduct of any kind engaged in, in relation to the STG Shares, the STG Group, the STG Disclosed Information or this agreement. 12 Standstill 12.1 Restrictions on Bidder Subject to clause 12.2, during the Exclusivity Period, Bidder must not and must make sure its Related Bodies Corporate do not: acquire or offer to acquire, any securities or property or any right or option to acquire any securities or property of the STG Group unless it has received the prior written consent of STG; or enter into any arrangements involving the conferring of rights the economic effect of which is equivalent, or substantially equivalent, to acquiring, holding or disposing of securities in STG; or Scheme Implementation Agreement Reference:DRZ:HHJ:

165 Page 47 (c) solicit proxies from STG Shareholders or otherwise seek to influence or control the management or policies of the STG Group Exceptions Clause 12.1 does not apply: (c) to carrying out the Scheme; to Bidder exercising its rights under the Transaction Documents; or after the directors of STG have unanimously: (i) (ii) made a determination that STG has received a Superior Proposal; and publicly recommended that the Superior Proposal is in the interests of the Non-NAB STG Shareholders. 13 Exclusivity 13.1 Termination of existing discussions STG represents and warrants that, as at the time of execution of this agreement, it is not in any negotiations or discussions, and has ceased any existing negotiations or discussions, in respect of any Competing Proposal with any person (other than, for the avoidance of doubt, the discussions with the other party and its Representatives in respect of the Scheme). STG agrees that if it has provided any confidential information before, on or after the date of this agreement to a Third Party pursuant to a confidentiality agreement and in connection with such Third Party's consideration of a possible Competing Proposal, it has requested or will promptly request in writing the immediate return or destruction by the Third Party of such confidential information No shop restriction During the Exclusivity Period, STG and its Subsidiaries must not, and must use best endeavours to ensure that each of their Representatives do not, except with the prior written consent of Bidder, directly or indirectly solicit, invite, encourage or initiate any Competing Proposal or any enquiries, negotiations or discussions with any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, or communicate any intention to do any of those things No talk restriction Subject to clause 13.6, during the Exclusivity Period, STG must not, must procure that its Subsidiaries do not, and must use best endeavours to ensure that each of their Representatives do not, except with the prior written consent of Bidder, enter into, continue or participate in negotiations or discussions with, or enter into any agreement, arrangement or understanding with, any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, even if: the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by STG, its Subsidiaries or any of its or their Representatives; or the Competing Proposal has been publicly announced No due diligence Without limiting the general nature of clause 13.3, but subject to clause 13.6, during the Exclusivity Period, STG must not, must procure that its Subsidiaries do not, and must use best endeavours to ensure that each of their Representatives do not except with the prior written consent of Bidder, make available to any Third Party or permit any Third Party to receive any Scheme Implementation Agreement Reference:DRZ:HHJ:

166 Page 48 non-public information relating to any member of the STG Group in connection with such Third Party formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal Notification of approach Subject to clause 13.6, during the Exclusivity Period, STG must promptly (but in any event within 2 Business Days) notify Bidder if the STG Group is approached by any Third Party to take any action of a kind that would breach its obligations under clause 13.2, 13.3 or 13.4 (or that would breach its obligations under clause 13.2, 13.3 or 13.4 if it were not for clause 13.6, and STG must: provide Bidder with information in all material respects of oral and written communication with the Third Party, and a description of the material terms and conditions of any Competing Proposal; and promptly (but in any event within 2 Business Days) provide all information as is reasonably necessary to keep Bidder informed in all material respects of all oral or written communications with the Third Party regarding, and the status and material details of, any Competing Proposal as set out in clause Exceptions The obligations in clause 13.3, clause 13.4 and clause 13.5 do not apply to the extent that they restrict the STG Group, the STG Board or any of their Representatives from taking any action in respect of a bona fide written Competing Proposal for STG or the STG Group which was not encouraged, solicited, invited, facilitated or initiated by STG in contravention of clause 13.2, or to the extent that they require STG to provide the notification referred to in clause 13.5, provided that: (i) either: (A) (B) the STG Board, acting in good faith, after consulting with its legal and financial advisers, and in order to satisfy what the STG Board considers to be its fiduciary or statutory duties, determines that the Competing Proposal is, or may reasonably be expected to lead to, a Superior Proposal; or the STG Board, acting in good faith, after consulting with its legal and financial advisers, determines that not undertaking that act would, or would be likely to, involve a breach of the fiduciary or statutory duties owed by any director of the STG Group; (ii) a prior written notice is sent promptly (and in any event within 2 Business Days prior to taking any action) from STG to Bidder stating: (A) (B) (C) (D) its intention to take such proposed actions and its reasons for doing so; that it is relying on the carve out in this clause 13.6; a summary of material terms and conditions of such Competing Proposal; and (subject to and in accordance with clause 13.6(iii)) either the Identifying Details of the Competing Party or that such Identifying Details have been withheld; (iii) STG must ask the person who has made the applicable Competing Proposal (Competing Party) for their consent to their name and other identifying details which may identify the Competing Party (Identifying Details) being provided by STG to Bidder on a confidential basis. If consent is refused, STG may only withhold the Identifying Details from Bidder if the STG Board, acting in good faith and after having taken advice from its legal advisers, determines that Scheme Implementation Agreement Reference:DRZ:HHJ:

167 Page 49 failing to do so would be likely to involve a breach of the fiduciary or statutory duties owed by any director of the STG Group; and (iv) any information provided pursuant to this clause 13.6 will be provided subject to the terms of the Confidentiality Agreement. (c) (d) If clause 13.6 overrides the restrictions in clause 13.4, STG must not provide any confidential information to a Third Party, before the Third Party has entered into a written agreement in favour of STG regarding the use and disclosure of the confidential information by the Third Party and that restricts the Third Party's ability to solicit the employees of STG and its Related Bodies Corporate. During the period of 2 clear Business Days referred to in clause 13.6, Bidder will have the right to offer to amend the terms of the Scheme (Counterproposal) so that the terms of the Scheme (as amended) would provide an equivalent or superior outcome for the Non-NAB STG Shareholders than the applicable Competing Proposal. STG must procure the STG Board to consider any such Counterproposal and, if the STG Board determines, acting in good faith and after having taken advice from its legal and financial advisers: (i) (ii) the Counterproposal is capable of being completed, taking into account all aspects of the Counterproposal, including its conditions; and would, if completed substantially in accordance with its terms, be more favourable to the Non-NAB STG Shareholders than the Competing Proposal viewed in aggregate, taking into account a qualitative assessment of the identity, reputation and financial standing of the party making the Competing Proposal, then STG and Bidder must use their best endeavours to: (iii) (iv) agree the amendments to the Transaction Documents that are reasonably necessary to reflect the Counterproposal (including any amendments to the Total Scheme Consideration that are reasonably necessary to reflect the Counterproposal); and enter into one or more appropriate amended agreements to give effect to those amendments and to implement the Counterproposal, in each case as soon as reasonably practicable, and STG must use its best endeavours to procure that the STG Board continues to recommend the Counterproposal to the Non-NAB STG Shareholders and not the applicable Competing Proposal. (e) Any material modification to any Competing Proposal (which will include any material modification relating to the price or value of any Competing Proposal) will be taken to make that proposal a new Competing Proposal in respect of which the parties must comply with their obligations under this clause Normal provision of information Subject in all respects to the terms of the Confidentiality Agreement, nothing in this clause 13 prevents a party from: (c) (d) providing information to its Representatives; providing information to any Governmental Agency; providing information to its auditors, advisers, customers, joint venturers and suppliers acting in that capacity in the ordinary course of business; providing information required to be provided by law or any Governmental Agency; or Scheme Implementation Agreement Reference:DRZ:HHJ:

168 Page 50 (e) making presentations to brokers, portfolio investors, analysts and other third parties in the ordinary course of business. 14 Break fees 14.1 Payment of costs The parties believe that the Scheme will provide benefits to STG, Bidder and their respective shareholders, and acknowledge that if they enter into this agreement and the Scheme is subsequently not implemented, both parties will incur significant costs. In the circumstances referred to in clause 14.1: (i) (ii) both parties requested that provision be made for the payment referred to in clause 14.2, without which neither party would have entered into this agreement; and the STG Board and the Bidder Board believe that it is appropriate for both parties to agree to the payment referred to in clause 14.2 in order to secure each other's participation. (c) STG and Bidder acknowledge that the STG Break Fee represents a reasonable amount to compensate the other for the following: (i) (ii) (iii) (iv) all advisory and other transaction costs (including costs of advisers other than success fees); costs of management and directors' time; all out of pocket expenses; and all commitment fees and other financing costs (whether associated with debt or equity finance); (d) The parties agree that clause 14.2 does not limit the rights of STG or Bidder in respect of any other claims that they may have against each other, whether under this agreement or otherwise STG Break Fee Subject to clauses 14.2, 14.2(c) and 14.3, STG must pay Bidder the STG Break Fee in accordance with clause 14.4, without withholding or set off, if: (i) the STG Board: (A) (B) (C) fails to state that they consider the Scheme to be in the best interests of Non-NAB STG Shareholders; fails to recommend that STG Shareholders approve the Scheme; or publicly changes (including by attaching qualifications to) or withdraws that statement or recommendation, in each case, other than where the Independent Expert has concluded in the Independent Expert's Report that the Scheme is not in the best interests of Non-NAB STG Shareholders (including any update to its report); (ii) a Competing Proposal for STG is announced or made during the Exclusivity Period and is publicly recommended, promoted or otherwise endorsed by the STG Board or by a majority of the directors of STG during the Exclusivity Period; Scheme Implementation Agreement Reference:DRZ:HHJ:

169 Page 51 (iii) (iv) (v) (vi) a Competing Proposal for STG is announced or made during the Exclusivity Period and is completed at any time prior to the first anniversary of the date of this agreement and, as a result, a Third Party acquires control of STG or the STG Group within the meaning of section 50AA of the Corporations Act (or acquires an equivalent shareholding or economic interest in STG pursuant to the implementation of a dual-listed company structure or reverse takeover, or acquires the whole or a substantial part or a material part of the business or assets of the STG Group); Bidder terminates this agreement in accordance with clause 15.1; a Material Adverse Event or a Prescribed Occurrence occurs between the date of this agreement and 8am on the Second Court Date and Bidder terminates this agreement in accordance with its terms prior to the Implementation Date; or any director of STG changes his or her recommendation that STG Shareholders approve the Scheme or fails to make such a recommendation. (c) Despite any other term of this agreement, the STG Break Fee is only payable once. Despite any other term of this Agreement, the STG Break Fee will not be payable to Bidder if: (i) (ii) the Scheme becomes Effective notwithstanding the occurrence of any event in clause 14.2; or STG is entitled to terminate this agreement under clause (d) For the avoidance of doubt, the STG Break Fee will not be payable merely by reason that the Scheme is not approved by STG Shareholders at the Scheme Meeting Compliance with law If a court or the Takeovers Panel determines that any part of the STG Break Fee: constitutes or would, if performed, constitute: (i) (ii) a breach of the fiduciary or statutory duties of the STG Board; or unacceptable circumstances within the meaning of the Corporations Act; or is unenforceable or would, if paid, be unlawful for any reason, then STG will not be obliged to pay such part of the STG Break Fee and, if such fee has already been paid, then Bidder must within 5 Business Days after receiving written demand from STG refund that part of the STG Break Fee to STG Time for payment STG must pay Bidder the STG Break Fee, if it is payable pursuant to clause 14.2, within 5 Business Days after receiving a written notice from Bidder setting out the relevant circumstances and requiring payment of the STG Break Fee. A written notice requiring payment of the STG Break Fee, as applicable, may only be made after the Scheme fails to become Effective by the End Date or this agreement is terminated in accordance with its terms. 15 Termination 15.1 Termination by either party Either party (terminating party) may terminate this agreement by notice to the other: Scheme Implementation Agreement Reference:DRZ:HHJ:

170 Page 52 in accordance with clause 3.6; at any time before 8am on the Second Court Date if the other party is in material breach of any clause of this agreement (including a material breach of a representation or warranty given by the other party under clause 11), provided that: (i) (ii) the terminating party has given notice to the other party setting out the relevant circumstances and stating an intention to terminate this agreement; and the relevant circumstances have continued to exist for 15 Business Days (or any shorter period ending at 5pm on the last Business Day before the Second Court Date) from the time such notice is given; (c) (d) if such termination is mutually agreed upon by the other party; or if the Scheme has not become Effective by the End Date Termination by STG STG may terminate this agreement at any time before 8am on the Second Court Date by notice in writing to Bidder if both: the STG Break Fee is paid; and the STG Board determines and publicly announces that a Competing Proposal is a Superior Proposal Termination by Bidder Bidder may terminate this agreement at any time before 8am on the Second Court Date by notice in writing to STG if the STG Board takes any action set out in clause 14.2(i) or the STG Board or a director of STG publicly changes (including by attaching qualifications to) or withdraws its, his or her statement that it, he or she considers the Scheme to be in the best interests of Non-NAB STG Shareholders or its, his or her recommendation that STG Shareholders approve the Scheme, in either case in accordance with clause Notice of breach Each party must give notice to the other as soon as practicable after it becomes aware of a breach by it of this agreement (including in respect of any representation or warranty) Termination right Any right to terminate this agreement ceases at the earlier of: the moment when the Scheme becomes Effective; and where expressed, the deadline specified in the relevant termination right set out in this clause Effect of termination In the event of termination of this agreement by either Bidder or STG pursuant to clauses 15.1 or 15.3, this agreement will have no further force or effect and the parties will have no further obligations under this agreement, provided that: this clause 15 and clauses 1, 10.3, 10.4, 14, 16 and 17 will survive termination; and each party will retain any accrued rights and remedies, including any rights and remedies it has or may have against the other party in respect of any past breach of this agreement. Scheme Implementation Agreement Reference:DRZ:HHJ:

171 Page GST This clause applies if a party to this agreement is, or becomes, liable to pay GST regarding any Supply of goods, services or anything else under this agreement Recovery of GST If GST is payable, or notionally payable, on a supply made under or in connection with this agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply (GST Amount). Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to be GST inclusive or the supply is subject to reverse charge Liability net of GST Where any reimbursement or similar payment under this agreement is based on any cost, expense or other liability, it must be reduced by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability Adjustment events If an adjustment event occurs in relation to a supply made under or in connection with this agreement, the GST Amount will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties Cost exclusive of GST Any reference in this agreement to a cost, expense or other similar amount (Cost) is a reference to that Cost exclusive of GST Survival This clause will continue to apply after expiration or termination of this agreement Definitions Unless the context requires otherwise, words and phrases used in this clause 16 that have a specific meaning in the GST Law will have the same meaning in this clause General 17.1 Notices In this agreement, a Notice means: (i) (ii) a notice; or a consent, approval or other communication required to be in writing, under this agreement. A Notice must be in writing and signed by or on behalf of the sender addressed to the recipient and: (i) (ii) (iii) delivered by personal service; sent by pre-paid mail; or transmitted by facsimile, Scheme Implementation Agreement Reference:DRZ:HHJ:

172 Page 54 to the recipient s address set out in this agreement. (c) A Notice given to a person in accordance with this clause is treated as having been given and received: (i) (ii) (iii) (iv) if delivered in person, on the day of delivery if delivered before 5pm on a Business Day, otherwise on the next Business Day; if sent by pre-paid mail within Australia, on the third Business Day after posting; if sent by pre-paid airmail to an address outside Australia or from outside Australia, on the 5 th Business Day (at the address to which it is posted) after posting; and if transmitted by facsimile and a correct and complete transmission report is received on the day of transmission, on that day if the report states that transmission was completed before 5pm on a Business Day, otherwise on the next Business Day. (d) (e) A party may change its address for service by giving Notice of that change to each other party. The provisions of this clause 17.1 are in addition to any other mode of service permitted by law Bidder's address Bidder's address for service and facsimile number are: Attention: General Counsel Address: 1600 Viceroy Drive, Suite 100, Dallas, TX USA Facsimile number: STG's address STG's address for service and facsimile number are: Attention: Address: Messrs Greg Robertson, Tony Chamberlain and Malcolm Craig Staging Connections Group Limited Lilyfield Road Rozelle NSW 2039 Australia Facsimile number: Stamp duty Bidder must pay all stamp duty (including any penalties) payable or assessed in connection with this agreement and any document required by or contemplated under this agreement Legal costs Except as expressly stated otherwise in this agreement, each party must pay its own legal and other costs and expenses of negotiating, preparing, executing and performing its obligations under this agreement. Scheme Implementation Agreement Reference:DRZ:HHJ:

173 Page Governing law and jurisdiction This agreement is governed by and is to be construed in accordance with the laws applicable in New South Wales, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts Severability Subject to clause 17.7, if a provision of this agreement is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the other provisions of this agreement. Clause 17.7 does not apply if severing the provision: (i) materially alters the: (A) (B) scope and nature of this agreement; or the relative commercial or financial positions of the parties; or (ii) would be contrary to public policy Further steps Each party must reasonably promptly do whatever any other party reasonably requires of it to give effect to this agreement and to perform its obligations under it Consents Except as expressly stated otherwise in this agreement, a party may give or withhold consent to be given under this agreement and is not obliged to give reasons for doing so Rights cumulative Except as expressly stated otherwise in this agreement, the rights of a party under this agreement are cumulative and are in addition to any other rights of that party Waiver and exercise of rights A single or partial exercise or waiver by a party of a right relating to this agreement does not prevent any other exercise of that right or the exercise of any other right. A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right Survival The rights and obligations of the parties do not merge on completion of any transaction under this agreement Amendment This agreement may only be amended, varied or replaced by an agreement executed by the parties. Scheme Implementation Agreement Reference:DRZ:HHJ:

174 Page Assignment Except as provided by clause 2.4, a party must not assign its interest in this agreement without the prior written consent of the other parties. Any purported dealing in breach of this clause is of no effect Counterparts This agreement may consist of a number of counterparts and, if so, the counterparts taken together constitute one agreement. Satisfactory evidence of execution of this agreement will include evidence by facsimile of execution by the relevant party and in such case the executing party undertakes to provide the other party with an original of the executing party's counterpart as soon as reasonably practicable after execution Entire understanding This agreement contains the entire understanding between the parties as to the subject matter of this agreement. Scheme Implementation Agreement Reference:DRZ:HHJ:

175 Page 57 Schedule 1 Timetable The following timetable is indicative only. Event Date Lodge Scheme Booklet with ASIC July 27, 2015 Application in respect of the hearing to be held on the First Court Date, filed with the Court, served on ASIC and delivered to Bidder July 31, 2015 First Court Date August 17, 2015 Despatch of Scheme Booklet August 24, 2015 Scheme Meeting held September 24, 2015 Second Court Date October 1, 2015 Lodge Court order with ASIC (Effective Date) October 2, 2015 Record Date October 12, 2015 Implementation Date October 19, 2015 Scheme Implementation Agreement Reference:DRZ:HHJ:

176 Page 58 Schedule 2 Working Capital Plan 1. Trade Creditors: (c) (d) (e) With respect to the treatment of all trade creditors and related accounts of the STG Group, each member of the STG Group and its employees shall operate in good faith and in accordance with payment and accounting practices that are in the ordinary course of business consistent with past practice. With respect to all accounts related to the STG Group s operations in Australia, New Zealand and Fiji, the total amount of accounts payable and cheques that have been unpresented for more than 31 days shall as at the Implementation Date be less than $400,000. With respect to all accounts related to the STG Group s operations in China, the total amount of accounts payable and cheques that have been unpresented for more than 31 days shall as at the Implementation Date be less than $1,400,000. With respect to all accounts related to the STG Group s operations in Singapore, the total amount of accounts payable and cheques that have been unpresented for more than 31 days shall as at the Implementation Date be less than $600,000. With respect to all accounts related to the STG Group s operations anywhere in the world (without limitation to paragraphs to (d) above), the total amount of accounts payable and cheques that have been unpresented for more than 31 days shall as at the Implementation Date be less than $2,400,000. Attached hereto as Schedule 2A is an illustrative example of the trade creditor and unpresented cheque balances in the STG Group s management accounts that reflects operations of the STG Group that are in the ordinary course of business consistent with past practice. 2. Trade Debtors: With respect to the treatment of all trade debtors and related accounts of the STG Group, each member of the STG Group and its employees shall operate in good faith and in accordance with invoicing and collections practices that are in the ordinary course of business consistent with past practice. Each member of the STG Group and its employees shall in no event provide any payment, discount, incentive, benefit or other form of inducement to any debtor of the STG Group to repay any amount owed to any member of the STG Group in advance of the due date of such payment that is owed. 3. Capital Expenditure: Any items constituting capital expenditure in Schedule 2A will only be incurred if and as agreed by the Bidder and STG in writing. Scheme Implementation Agreement Reference:DRZ:HHJ:

177 Page 59 Schedule 2A Illustrative Example of Trade Creditor and Unpresented Cheque Balances Aged Trade Creditors ANZPAC, China & Singapore ANZPAC ETG China Scheme Implementation Agreement Reference:DRZ:HHJ:

178 Page 60 TEC Singapore Scheme Implementation Agreement Reference:DRZ:HHJ: