Announcement PDF #11140332v3 Notice of 2026 Annual General Meeting Notice is hereby given that an Annual General Meeting (Meeting) of Shareholders of Mayfield Group Holdings Limited will be held at 3 Gidgie Court Edinburgh SA 5111 at 1PM (Adelaide time) on 20 October 2026. Further information on the business is set out below and is contained in the Explanatory Statement which accompanies and forms part of this Notice of Meeting. ORDINARY BUSINESS Financial Report for the Year Ended 30 June 2026 To receive and consider the Company’s financial statements and the reports of the Directors and of the Auditor for the year ended 30 June 2026. Resolution 1 - Remuneration Report To consider and, if thought fit, pass the following resolution as an advisory resolution: “That the Remuneration Report for the financial year ended 30 June 2026, as set out in the Directors’ report be adopted.” Resolution 2 - Re-elect Simon Higgins as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Simon Higgins retires by rotation in accordance with Rule 6.3(b) of the Company’s Constitution and, being eligible for re-election, be re-elected as a Director of the Company.” Resolution 3 - Re-elect Rodney Henderson as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Rodney Henderson, having been appointed a director since the last Annual General Meeting, retires in accordance with Rule 6.3(j) of the Company’s Constitution, and offers himself for election, be elected as a Director.” Resolution 4 - Ratification of issue of 6,535,528 shares on 17 November 2025 To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 6,535,528 shares at an issue price of $1.90 per share on 17 November 2025 pursuant to a private placement on the terms described in the Explanatory Statement.” Resolution 5 - Ratification of issue of 2,073,412 shares on 31 March 2026 To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 2,073,412 shares at an issue price of $1.9987 per share on 31 March 2026 to Marlougia Pty Ltd on the terms described in the Explanatory Statement.” #11140332v3 Resolution 6 - Ratification of issue of 1,066,561 shares on 29 July 2026 To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 1,066,561 shares at an issue price of $2.16 per share on 29 July 2026 to Marlougia Pty Ltd on the terms described in the Explanatory Statement.” Resolution 7 - Approval of Mayfield Employee Share Option Plan To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of Exception 13 of ASX Listing Rule 7.2, sections 259B(2) and 260C(4) of the Corporations Act and for all other purposes, shareholders approve the issue of options under the Mayfield Employee Share Option Plan described in the Explanatory Statement accompanying this Notice as an exception to ASX Listing Rule 7.1.” Resolution 8 - Additional Capacity under ASX Listing Rule 7.1A To consider and, if thought fit, pass the following resolution as a special resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue equity securities up to an additional 10% of its issued capital by way of placements over a 12-month period, on the terms and conditions described in the Explanatory Statement.” By order of the Board, Brett Crowley Company Secretary 14 September, 2026 #11140332v3 Explanatory Statement This Explanatory Statement has been prepared to assist Shareholders of Mayfield Group Holdings Limited (Mayfield or the Company) to understand the business to be put to Shareholders at the Annual General Meeting (Meeting or AGM) of the Company to be held at 1pm (Adelaide time) on 20 October 2026. Resolution 1, which relates to approval of the 2026 Remuneration Report, is an advisory resolution, further details of which are included below. Resolutions 2, 3, 4, 5, 6 and 7 are ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution. Resolution 8 is a special resolution which will only be passed if 75% (ie, at least three quarters) of the votes cast by shareholders entitled to vote (either on a show of hands at the meeting or by the inclusion of proxies if on a poll) are in favour of the resolution. Financial Statements and Reports The Annual Report and the associated reports of the Directors and the Auditor for the financial year ended 30 June 2026 will be presented for consideration. The 2026 Annual Report is available on the Company website www.mayfieldgroup.com.au Shareholders should note that the Financial Statements and Reports will be received in the form presented. It is not the purpose, and there is no requirement either in the Corporations Act 2001 (Cth) (the Act) or in the Constitution of the Company for Shareholders to approve the Financial Report, the Directors' Report or the Auditor's Report at the Meeting, or that the Financial Statements and Reports be accepted, rejected or modified in any way. Resolution 1: Remuneration Report A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with the Corporations Act. The Remuneration Report details the Company’s policy on the remuneration of non- executive directors, executive directors and senior executives and is set out in the 2026 Annual Report. Resolution 1 provides Shareholders with the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Act, the Company is required to put the adoption of its Remuneration Report to the vote at the Annual General Meeting and, under section 250SA of the Corporations Act, the Chairman must allow the Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. If 25% of the votes are cast against two consecutive annual resolutions for the purposes of section 250R(2), the Act requires a shareholder vote on whether to convene a special meeting at which all directors (other than the managing director) who were in office when the second section 250R(2) resolution was voted on, must stand for re-election. The Remuneration Report: (a) explains the Board's policies in respect of the nature and level of remuneration paid to directors and senior management of the Company; (b) discusses the link between the Board's policies and the Company's performance; (c) explains why the performance conditions were chosen and how performance is measured against them; (d) sets out the remuneration details for each director and each member of the Company's senior management team; and (e) makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives and executive directors. The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the Directors or the Company. #11140332v3 Voting Exclusion In accordance with section 250R(4) of the Corporations Act, the Company will disregard any votes cast in respect of Resolution 1 by: • A member of Key Management Personnel (“KMP”), details of whose remuneration are included in the Remuneration Report; and • A Closely Related Party of such a member. However, the Company will not disregard a vote cast in respect of Resolution 1 if it is cast by a person as proxy appointed in writing that directs the proxy how to vote on Resolution 1, and the vote is not cast on behalf of a member of KMP, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member. If you are a member of the KMP or a Closely Related Party of a member of the KMP (or are acting on behalf of any such person) and purport to cast a vote on Resolution 1 that vote will be disregarded by the Company (as indicated above). Please read the information in the Proxy Form which deals with the Chairman’s voting of proxies on Resolution 1 to adopt the Remuneration Report. Resolution 2: Re-elect Simon Higgins as a Director In accordance with Rule 6.3(b) of the Company’s Constitution, Mr Higgins retires as a Director by rotation and, being eligible, offers himself for re-election. Mr Higgins is the independent non-executive Chairman. The Board, other than Mr Higgins, recommends his re-election. Resolution 3: Re-election of Director – Mr Rodney Henderson In accordance with Rule 6.3(j) of the Company’s Constitution, Mr Henderson was appointed as a Director of the Company during the year. Pursuant to the Company’s Constitution, Mr Hendeson retires and, being eligible, offers himself for re-election. Mr Henderson is an independent non-executive director. The Board, other than Mr Henderson, recommends his re-election. Resolution 4: Ratification of issue of 6,535,528 shares on 17 November 2025 Background On 17 November 2025, by way of a private placement (Placement) arranged by Unified Capital Partners, the Company issued 6,535,528 shares (Placement Shares) at an issue price of $1.90 per share. The Placement Shares were issued pursuant to the Company’s capacity under ASX Listing Rules 7.1. Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 6,535,528 Placement Shares pursuant to the Placement. ASX Listing Rule 7.4 ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. #11140332v3 If Resolution 4 is passed, the issue will be excluded from the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12- month period following the issue date (17 November 2025). If Resolution 4 is not passed, the issue will be included in the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval under that rule over the 12-month period following the issue date (17 November 2025). Information required by ASX Listing Rule 7.5 In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars on the allotment and issue: Persons to whom securities were issued or basis of issue Clients of the lead manager to the Placement, Unified Capital Partners, none of whom are likely to be material as none of those persons or their associates are, in relation to the Company, a related party, a member of key management personnel, a substantial holder or an advisor. The number of securities issued 6,535,528 Shares Date of issue 17 November 2025 Issue price per security The Placement Shares were issued for $1.90 per share. Use of funds raised The funds raised on issue of the Placement Shares have been used for working capital and to fund acquisitions. The Directors unanimously recommend that shareholders vote in favour of this Resolution. Voting exclusion statement The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of a resolution by: • A person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to voteon the resolution in that way; or • The chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to voteon the resolution as the chair decides; or • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the resolution; and o The holder votes on the resolution in accordance with directions givenby the beneficiary to the holder to vote in that way. Resolution 5: Ratification of issue of 2,073,412 shares on 31 March 2026 Background On 31 March 2026, the Company issued 2,073,412 Shares at an issue price of $1.9987 per Share as part of the consideration for the acquisition of 100% of the business assets and undertakings of SMEC Power & Technology as a going concern for a total consideration of approximately $30 million, subject to purchase price adjustments. The Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1. #11140332v3 The acquisition agreement provided for an earn-out payment up to $8,486,450, comprising of $6,300,000 in cash and the issue of 1,066,561 ordinary shares, subject to SMEC achieving agreed FY26 financial performance targets. On 29 July 2026, the earnout payment, including the issue of 1,066,561 shares, was made. Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 2,073,412 Shares. ASX Listing Rules ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1. If Resolution 5 is passed, the issue of the Shares will be excluded from the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the Issue Date. If Resolution 5 is not passed, the issue of the Shares will be included in the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval under that rule over the 12-month period following the Issue Date. Information required by ASX Listing Rule 7.5 In accordance with ASX Listing Rule 7.5, Shareholders are advised of the following information: Persons to whom securities were issued Marlougia Pty Ltd The number of securities issued 2,073,412 Shares Issue price per security The Shares were issued for $1.9987 per share. Issue date 31 March 2026 Purpose of issue Part consideration for the acquisition of 100% of the business assets and undertakings of SMEC Power & Technology. Voting exclusion statement The Company will disregard any votes cast in favour of this resolution by or on behalf of Marlougia Pty Ltd or any associates of that person. However, this does not apply to a vote cast in favour of this resolution by: • A person as proxy or attorney for a person who is entitled to vote on this resolution, in accordance with directions given to the proxy or attorney to vote on this resolution in that way; or • The chair of the meeting as proxy or attorney for a person who is entitled to vote on this resolution, in accordance with a direction given to the chair to vote on this resolution as the chair decides; or • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this resolution; and #11140332v3 o The holder votes on this resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 6: Ratification of issue of 1,066,561 shares on 29 July 2026 Background On 31 March 2026, the Company issued 2,073,412 Shares at an issue price of $1.9987 per Share as part consideration for the acquisition of 100% of the business assets and undertakings of SMEC Power & Technology as a going concern for a total consideration of approximately $30 million, subject to purchase price adjustments. The Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1. The acquisition agreement provided for an earn-out payment up to $8,486,450, comprising of $6,300,000 in cash and the issue of 1,066,561 Shares, subject to SMEC achieving agreed FY26 financial performance targets. On 29 July 2026, the earnout payment, including the issue of 1,066,561 Earnout Shares, was made. Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 1,066,561 Shares on 29 July 2026. ASX Listing Rules ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1. If Resolution 6 is passed, the issue of the Shares will be excluded from the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the Issue Date. If Resolution 6 is not passed, the issue of the Shares will be included in the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval under that rule over the 12-month period following the Issue Date. Information required by ASX Listing Rule 7.5 In accordance with ASX Listing Rule 7.5, Shareholders are advised of the following information: Persons to whom securities were issued Marlougia Pty Ltd The number of securities issued 1,066,561 Shares Issue price per security The Shares were issued for $2.16 per share. Issue date 29 July 2026 Purpose of issue Part consideration for the acquisition of 100% of the business assets and undertakings of SMEC Power & Technology. #11140332v3 Voting exclusion statement The Company will disregard any votes cast in favour of this resolution by or on behalf of Marlougia Pty Ltd or any associates of that person. However, this does not apply to a vote cast in favour of this resolution by: • A person as proxy or attorney for a person who is entitled to vote on this resolution, in accordance with directions given to the proxy or attorney to vote on this resolution in that way; or • The chair of the meeting as proxy or attorney for a person who is entitled to vote on this resolution, in accordance with a direction given to the chair to vote on this resolution as the chair decides; or • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this resolution; and o The holder votes on this resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 7: Approval of Mayfield Employee Share Option Plan Resolution 7 seeks shareholder approval for the Mayfield Employee Share Option Plan (Plan) for the purposes of the Listing Rules and the Corporations Act. ASX Listing Rules ASX Listing Rule 7.1 provides that a company may not issue Equity Securities, or agree to issue Equity Securities, without the approval of shareholders, if the number of Equity Securities to be issued in any 12-month period (including shares issued on the exercise of any options) exceeds 15% of the issued capital of the company preceding the issue (15% Placement Capacity). ASX Listing Rule 7.2 contains a number of exceptions to the 15% Placement Capacity rule in ASX Listing Rule 7.1. In particular, under Exception 13 of ASX Listing Rule 7.2, any Equity Securities issued under an employee incentive scheme within three years of the date on which shareholders approve the issue of those Equity Securities are not included in the Company’s 15% Placement Capacity for the purposes of ASX Listing Rule 7.1. Resolution 7 is designed to satisfy the requirements of Exception 13 of ASX Listing Rule 7.2. If Resolution 7 is passed, any Equity Securities issued under the Plan within the three years after the date of the Meeting will not be included in the Company’s 15% Placement Capacity for the purposes of ASX Listing Rule 7.1. If Resolution 7 is not passed, any Equity Securities issued under the Plan will be included in the Company’s 15% Placement Capacity for the purposes of ASX Listing Rule 7.1. Purpose of Plan The purpose of the Plan is to provide incentives to employees of the Company (Eligible Employees) who are integral to the operation and ongoing success of the Company. These incentives are designed to encourage greater productivity from employees and management and to better enable the Company to retain its staff in a highly competitive industry. If Resolution 7 is passed, the Company will have the necessary flexibility to issue securities as an incentive to management personnel, and the issue of securities under the Plan will not be included in the Company’s 15% Placement Capacity pursuant to ASX Listing Rule 7.1. A copy of the Plan rules was released to the ASX on 22 March 2022 can be found at the following link: https://wcsecure.weblink.com.au/pdf/MYG/02501604.pdf A summary of the Plan is provided below. #11140332v3 Terms of the Plan (a) General The Plan is intended to encourage participation by Eligible Employees in the Company through Share ownership to attract, motivate and retain Eligible Employees. Under the Plan, the Board has the discretion to grant options to Eligible Employees of the Company or a related body corporate. Options grant a participant in the Plan a right to acquire shares in the Company subject to the achievement of time-based vesting conditions, with options requiring the payment of an exercise price to acquire the shares. The Board has the discretion to amend the rules of the Plan but not to reduce the rights of participants, except where necessary to correct obvious errors or mistakes or to comply with legal requirements or where agreed by the participant. Awards under the Plan are made at the Board's discretion. (b) Eligibility The rules allow for offers under the Plan to be made to Eligible Employees by the Company and whom the Board determines is eligible to participate in the Plan. (c) Issue of options Options may be issued under the Plan subject to the time-based vesting condition. Options will only vest (under normal circumstances) if the Eligible Employees is employed 24 months after issue of the Options under the Plan. If that condition is not met, the options will generally expire and not be capable of exercise. No amount is payable on the grant of options. (d) Delivery of shares On exercise of options, the Company may deliver shares by new issue or by purchasing shares for transfer to participants. (e) Plan limits Any offer of options must not result in the number of Shares that have been or may be issued in any of the circumstances covered by the following paragraphs exceeding 5% of the total number of shares in that class on issue: (i) Shares that may be issued under the offer; (ii) Shares that may be issued as a result of offers made at any time during the previous 3-year period under an employee incentive scheme or an ASIC exempt arrangement of a similar kind to an employee incentive scheme. (f) Expiry of options Options which have not been exercised will expire and cease to exist five years after issue. (g) Hedging economic exposure prohibited Without limiting the prohibitions in Part 2D.7 of the Corporations Act (ban on hedging remuneration of key management personnel), the terms of the Plan prohibit entering into transactions or arrangements which limit the economic risk of participating in unvested options under the Plan. #11140332v3 Maximum number of options proposed to be issued The maximum number of Options proposed to be issued under the Plan following shareholder approval is 5.8 million. Securitiesissued under the Plan There have been 990,750 options issued to employees of the Company pursuant to the Plan since last approval of the Plan at the 2022 AGM held on 19 November 2022. Voting exclusion statement The Company will disregard any votes cast on Resolution 7 by or on behalf of any person who is eligible to participate in the Mayfield Employee Share Option Plan, including any Directors, or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by: • A person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to voteon the resolution in that way; or • The chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to voteon the resolution as the chair decides; or • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of aperson excluded from voting, on the resolution; and o The holder votes on the resolution in accordance with directions givenby the beneficiary to the holder to vote in that way. Resolution 8: Additional Capacity under ASX Listing Rule 7.1A ASX Listing Rule 7.1A enables small to mid-cap listed companies to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the fully paid ordinary securities it had on issue by way of placements over a 12-month period (10% Placement Facility). This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1. A company is eligible to seek shareholder approval for this additional placement capacity if it satisfies both of the following criteria at the date of the AGM: a) it has a market capitalisation of $300 million or less; and b) it is not included in the S&P/ASX 300 Index. The Company currently satisfies both the above criteria, and anticipates it will continue to satisfy these criteria at the date of the Meeting. Any equity securities issued under ASX Listing Rule 7.1A must be in an existing quoted class of securities. The Company has only one quoted class of equity securities on issue, being ordinary shares. Accordingly, Resolution 8 seeks Shareholder approval by special resolution for the issue of such number of ordinary shares as calculated under the formula in ASX Listing Rule 7.1A.2, at an issue price as permitted by ASX Listing Rule 7.1A.3, to such persons as the Board may determine. At the date of this Notice, the Company has on issue 117,316,443 fully paid ordinary shares. If Resolution 8 is approved the Company will have the capacity to issue: (i) 17,597,466 ordinary shares under ASX Listing Rule 7.1; and #11140332v3 (ii) 11,731,644 ordinary shares under ASX Listing Rule 7.1A. If Resolution 8 is passed, the Company will be able to issue ordinary shares under ASX Listing Rule 7.1A during the relevant period in addition to its 15% placement capacity under ASX Listing Rule 7.1. If Resolution 8 is not passed, the Company will not be able to access the additional 10% Placement Facility during the relevant period and will remain subject to the 15% placement capacity under ASX Listing Rule 7.1. Information required by ASX Listing Rule 7.3A In accordance with ASX Listing Rule 7.3A, the following information is provided: • An approval under ASX Listing 7.1A commences on the date of the Meeting at which approval is obtained and expires on the first to occur of the following: a) The date that is 12 months after the date of the Meeting at which the approval is obtained. b) The time and date of the Company’s next annual general meeting. c) The time and date on which Shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2. • The minimum price at which the ordinary shares will be issued is no less than 75% of the volume weighted average price for ordinary shares calculated over the 15 trading days on which trades are recorded immediately before: a) the date on which the price at which the ordinary shares are to be issued is agreed; or b)