SGH LIMITED — AGM Information 2011

Nov 8, 2011

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9 November 2011

Company Announcements Office Australian Securities Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Total Pages: 22 (including cover letter)

Attached is a copy of the Executive Chairman’s Address together with the Group Chief Executive Officer’s Address, with presentation slides, to be made at the Annual General Meeting commencing at 10.00am today.

Yours faithfully

For and on behalf of Seven Group Holdings Limited

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Warren Coatsworth Company Secretary

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Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation Notes for Kerry Stokes, Chairman, Seven Group Holdings

Chairman’s Address

Your company has delivered a strong performance over the past twelve months. This has been a significant twelve months. It has been a year of transformation, as Seven Group evolves into an expanding and market-leading industrial services business.

While meaningful corresponding comparisons on earnings are difficult due to changes in the company’s structure over the past twelve months, we have seen the strengthening in performance for Seven Group and the creation of a new company, Seven West Media.

And, while building our core businesses and creating a new media company, we have exceeded the results outlined in the merger scheme documentation for the formation of Seven Group Holdings.

Annual revenue and other income is up 10 per cent on the pro forma 2011 number contained in the merger scheme documentation. EBITDA is up 24 per cent, EBIT is up 35 per cent, and net profit after taxation, excluding significant items, is up 18 per cent on that 2011 forecast.

This performance over the past twelve months underlines the strength of your company and its ability to deliver in what we all know are challenging economic conditions.

Peter Gammell will shortly take you through the company’s performance and the outlook for the coming twelve months.

Our strategy is clear and defined. We strive for market leadership with the best brands in our portfolio of businesses. And, your board is focused on building value in Seven Group and our businesses, and driving greater returns for shareholders.

In Seven Group, our primary operating business is WesTrac.

Clearly, this company with Caterpillar as its partner, continues to grow, both here in Australia and in China as it meets the increasing requirements of the mining and infrastructure sectors as we continue to see international demand for our natural resources, most notably coal in New South Wales and iron ore in Western Australia, and the renewed focus on new infrastructure projects.

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Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation Notes for Kerry Stokes, Chairman, Seven Group Holdings

Our investments in media, in particular the newly created Seven West Media, which is Australia’s largest multiple platform media company, continue to deliver a solid performance in challenging conditions as they navigate through a softening advertising demand that has impacted all media.

Seven West Media, with the best-performing media businesses in Australia, is particularly wellplaced to take advantage of an improving economic outlook.

We are pleased that Seven West Media has, as promised, recently completed a very successful refinancing of all its debt facilities, and has now put in place long-term funding, which is very comforting in these turbulent times. Unfortunately, the share price of Seven West Media was sold down heavily through the recent market turmoil. However, as a result of completing the re-financing, the market is now starting to re-assess the quality and value of this business.

We continue to see good long-term value in the company, and not only did SGH take up its full entitlement in the dividend re-investment plan, it has also recently announced the purchase of a further 11.5 million shares. Your company’s interest in Seven West Media is now 32.5 per cent.

KKR, the other investor in Seven Media Group, which has an 11 per cent interest in Seven West Media also participated to the full extent in Seven West’s dividend re-investment plan.

I would now like to update you on our performance in the current six months of this financial year.

Based on the group’s internal management accounts and the performance of the group’s Operating Subsidiaries and Investments so far this year, we currently expect the underlying Group NPAT before minority interest (excluding unusual items) to be in the range of $140 - $150 million for the half year ending 31 December 2011. This compares to $128 million for the prior corresponding period. It is currently too early to be providing guidance in respect of the second half of the financial year.

In terms of WesTrac’s trading performance for the half year ending 31 December 2011, we currently expect that both WesTrac Australia and WesTrac China will record revenue growth in excess of 20 per cent over prior corresponding period.

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Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation Notes for Kerry Stokes, Chairman, Seven Group Holdings

The strong demand for our product has, however, meant that we have had to increase inventory and working capital generally, in order to service our customers’ needs.

We would also like to highlight that the current volatility in world markets may impact on the share prices of various investments in the Group, which will ultimately need to be considered in terms of impairment charges at 31 December.

Eighteen months ago, shareholders supported the creation of Seven Group Holdings. Today this company has a strong balance sheet, great management and market-leading assets. Our performance over the past twelve months has been excellent, and our outlook for the coming twelve months confirms that we are well-placed for future growth.

The focus of your board is squarely on building value in the company and driving greater returns for shareholders. We are looking forward with confidence to a successful year across all our businesses.

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Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation by Peter Gammell, CEO, Seven Group Holdings

CEO Presentation

Good morning. Once again, I am pleased to speak to you today to review 2011.

It has been, as our Chairman has highlighted a year of transformation and growth for SGH. While much of your company’s performance and development over the past twelve months has been the subject of extensive analysis through shareholder documents and our annual report, I would like to take the opportunity to discuss the performance of our business.

Today, SGH is an industrial services company with its core businesses in two growing sectors – a market leading presence in mining and infrastructure in Australia through WesTrac and its interest in Coates Hire, and an expanding business presence in WesTrac China.

Quite clearly, the performance of SGH is now more closely linked to the demand for Australian resources, construction and infrastructure and the continuing prosperity and development of China. We believe the outlook both in Australia and China remains very positive.

We also have strategic investments in the best-performing media businesses in Australia. As can be seen from this slide, the end result of this transformation is that the contribution by each business to the overall Group performance has changed significantly through the year with the media assets now only contributing approximately 30 per cent of Group EBITDA.

WesTrac

Our main business, WesTrac has out-performed on all key measures relative to those outlined in the SGH scheme, as demonstrated in this graph.

The strong performance saw revenues up 31 per cent, EBITDA up 48 per cent and EBIT up 52 per cent on the pro forma 2010 result. In Australia, the company delivered revenue and other income of $2.2bn – up $620m and EBITDA at $244m was up 50 per cent. The company’s growth in Australia is being driven by expansion in coal and iron ore mining – with a 48 per cent growth in product sales and 26 per cent growth in product support.

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Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation by Peter Gammell, CEO, Seven Group Holdings

The strong performance in EBITDA and EBIT over the past twelve months is continuing with revenue growth in the current six months expected to be over 20 per cent in comparison to the first half to December 2010.

In order to manage this level of growth and to ensure that WesTrac has sufficient operating capacity to meet this growing demand WesTrac has commenced construction of new facilities on 26 hectares in Tomago in the Newcastle region and redevelopment of the 19 hectare site in Perth where a new parts facility has recently commenced construction.

Development and training of our workforce is also very important and these developments also include the expansion of the facilities at the WesTrac Institute to cater for the training needs of more than 728 apprentices and trainees.

These new facilities will be operational in mid-2012.

In China, WesTrac China also continues to see significant growth, as demonstrated by this graph. However, the 2011 reported performance was impacted by changes in the Australian - US Dollar exchange rate. Notwithstanding these issues, the company still delivered on revenue, EBITDA and EBIT targets as outlined in the SGH scheme.

Revenue and other income increased by 13 per cent and EBITDA increased by 36 per cent on the pro forma 2010 result. In USD terms, revenue was up 27 per cent on the previous financial year, as you can see on this slide.

WesTrac China continues to invest in its business operations to access the continuing growth in the economy as China meets the demand for resources and infrastructure. Today, WesTrac China employs 2,100 people across 73 business and service centres supplying Caterpillar and SEM products. We would expect this growth to continue and look forward to growth in revenues in the current six months to be in excess of 20 per cent compared to the prior year.

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Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation by Peter Gammell, CEO, Seven Group Holdings

Agricultural Bank of China

The company’s future development in China is underlined by its investment in the Agricultural Bank of China, one of the four biggest national banks in China. Last year, SGH was one of the cornerstone investors in the bank’s successful initial public offering in Hong Kong and Shanghai. WesTrac and the Agricultural Bank of China continue to forge closer working relationships in relation to customer financing in China.

Bucyrus

As you may have read Caterpillar Inc has acquired Bucyrus, a manufacturer of mining equipment.

WesTrac is currently engaged in confidential negotiations with Caterpillar and we hope that we may be able to make a further announcement in the first quarter of 2012 with regard to the distribution of Bucyrus product in each of WesTrac’s territories.

As can be seen in this slide, the Bucyrus products will significantly expand the Caterpillar product range both above and underground. We see this acquisition by Caterpillar as a significant strategic step which we hope will provide WesTrac with significant additional sales and product support opportunities in the mining sector.

National Hire

A key part of WesTrac’s development as an industrial services company is its 67.6 per cent shareholding in National Hire Group which includes Sykes, Allight and a 46 per cent shareholding in Coates Group. As you are aware, SGH through a subsidiary Seven (National) is offering to acquire the remaining shares in National Hire. This offer is currently scheduled to close on 21 November.

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Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation by Peter Gammell, CEO, Seven Group Holdings

Seven West Media

Most of SGH’s media presence has now been transformed into a major shareholding in the Australia’s largest multiple platform media company: Seven West Media.

In April, West Australian Newspapers acquired SMG from SGH to create Seven West Media. We are very pleased to be that company’s largest shareholder, with a 32.5% interest. The West’s strengths in publishing combined with SMG’s market-leading media businesses delivers Seven West Media significant opportunities for long-term growth.

Each of the media businesses has delivered in a challenging market over the past twelve months. The recent successful completion by Seven West Media of its re-financing provides long term finance for the company and removes the uncertainty that we believe has been impacting the share price.

Consolidated Media Holdings

We are also pleased with our 24 per cent shareholding in Consolidated Media Holdings.

Consolidated Media owns a 25 per cent interest the pay television company Foxtel and 50 per cent of Premier Media Group, which owns and operates Fox Sports, Fox Sports News, Speed and Fuel TV.

Foxtel is currently seeking approval from the ACCC with regard to its proposed takeover of regional pay television group Austar.

Balance Sheet

SGH is in a good financial position and has a strong well-capitalised balance sheet which at 30 June 2011 had net assets of $2.7bn.

Excluding the investments in Seven West Media and Consolidated Media Holdings, SGH holds a listed securities portfolio of over $650m. The group has long term funding for its businesses and over $500m in available undrawn facilities to finance future expansion.

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Seven Group Holdings Annual General Meeting

9 November – Doltone House, Pyrmont

Presentation by Peter Gammell, CEO, Seven Group Holdings

Our WesTrac operating businesses are performing strongly in growth sectors for the economy and are experiencing 20 per cent growth in revenues in the current six months.

Our strategic holdings in media provide us with market-leading assets and brands across broadcast and subscription television, magazine and newspaper publishing and online and new technology assets.

It has been a very positive year for your company. We have made a number of significant steps in building our industrial services business and we have transformed the group by crystallising value.

As our Chairman has detailed, we are confident that our businesses are well-positioned, and that shareholders can look forward to further strong growth in the current six months. I would like to thank you, our shareholders, for your continuing support for SGH.

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Annual General Meeting 9 November 2011

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What the Group Looks Like Now

Seven Group Holdings Limited

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Industrial Services Media Investments
100% 32%
Media Investments
RCPS 24%
$250m
Australia
11%
100% 67% 100% 100%
Other investments
China
46%
100%
100% 50%
$297m
Notes:
1. Group structure as at 31 October 2011
2. Investment values as at 30 June 2011 $354m
Listed Portfolio
3. Seven West Media investment includes 32% of SWM ordinary shares on issue
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1. Seven West Media investment includes 32% of SWM ordinary shares on issue and $250m face value of Redeemable Convertible Preference Shares (RCPS).

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Annual General Meeting 9 November 2011

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Slide 2
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Contribution to Group Segment EBITDA

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Other Investments
$15m 3%
National Hire
$34m 7%
Media Investments
$127m 28%
WesTrac Australia
$244m 54%
WesTrac China
$35m 8%
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Notes:

1. FY11 Segment EBITDA of $454m (excluding Unusual Items) is represented in the chart above. 2. FY11 Group EBITDA of $421m (excluding Unusual Items) includes $33m of corporate and transaction related costs.

2. Unusual Items include gain on sale of investments / equity accounted investees and impairment of non-current assets.

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Annual General Meeting 9 November 2011

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Slide 3

WesTrac Australia Financials Relative to Scheme Booklet

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Revenue (A$m) EBITDA (A$m) and EBITDA Margin (%) EBIT (A$m) and EBIT Margin (%)
12% 12%
$2,500
2,256
$250 244 $250
10% 10%
$2,000 1,905
1,876
206
197
$200 8% $200 8%
1,636 184
1,611
168
$1,500 162 163
151
$150 6% $150 6%
135 134
$1,000
$100 4% $100 4%
$500
$50 2% $50 2%
$0 $0 0% $0 0%
Actual Scheme Actual Scheme Actual Actual Scheme Actual Scheme Actual Actual Scheme Actual Scheme Actual
FY 09 FY 10 FY 11 FY 09 FY 10 FY 11 FY 09 FY 10 FY 11
Actual Scheme Forecast Scheme Forecast Actual Actual Scheme Forecast Pro Forma Scheme Forecast Actual Actual Scheme Forecast Actual
Pro Forma Scheme Forecast Pro Forma
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Annual General Meeting 9 November 2011

Slide 4

New Development – Newcastle (NSW)

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Annual General Meeting 9 November 2011

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Slide 5

WesTrac China Financials (USD) Relative to Scheme Booklet

$0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 Revenue	$0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 Revenue	417 594 586 749 742 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 24 21 23 31 35 0% 1% 2% 3% 4% 5% 6% $0 $10 $20 $30 $40 $50 $60 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 19 16 17 22 28 0% 1% 2% 3% 4% 5% 6% $0 $10 $20 $30 $40 $50 $60 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 (US$m) EBITDA (US$m) and EBITDA Margin (%) EBIT (US$m) and EBIT Margin (%) Scheme Forecast Scheme Forecast Actual Pro Forma Actual Scheme Scheme Actual Pro Forma Actual Scheme Scheme Actual Pro Forma Actual	417 594 586 749 742 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 24 21 23 31 35 0% 1% 2% 3% 4% 5% 6% $0 $10 $20 $30 $40 $50 $60 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 19 16 17 22 28 0% 1% 2% 3% 4% 5% 6% $0 $10 $20 $30 $40 $50 $60 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 (US$m) EBITDA (US$m) and EBITDA Margin (%) EBIT (US$m) and EBIT Margin (%) Scheme Forecast Scheme Forecast Actual Pro Forma Actual Scheme Scheme Actual Pro Forma Actual Scheme Scheme Actual Pro Forma Actual	417 594 586 749 742 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 24 21 23 31 35 0% 1% 2% 3% 4% 5% 6% $0 $10 $20 $30 $40 $50 $60 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 19 16 17 22 28 0% 1% 2% 3% 4% 5% 6% $0 $10 $20 $30 $40 $50 $60 Actual Scheme Actual Scheme Actual FY 09 FY 10 FY 11 (US$m) EBITDA (US$m) and EBITDA Margin (%) EBIT (US$m) and EBIT Margin (%) Scheme Forecast Scheme Forecast Actual Pro Forma Actual Scheme Scheme Actual Pro Forma Actual Scheme Scheme Actual Pro Forma Actual
		417 594 586 749 742 Scheme Forecast Scheme Forecast Actual Pro Forma Actual
		Actual FY 09	Scheme Actual FY 10	Scheme Actual FY 11

Historical AUD/USD exchange rates were assumed for each historical period. FY09 assumes AUD/USD 0.75. FY10 average rate was 0.90 (Scheme Booklet assumed 0.90) and FY11 average was AUD/USD 1.01 (Scheme Booklet assumed 0.90).

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Annual General Meeting 9 November 2011

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Slide 6

WesTrac – Bucyrus Opportunity

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Introducing the Broadest Product Range in the Industry

• Caterpillar’s acquisition of Bucyrus added 148 unique model configurations to its existing offerings.

• New products from the One Stop Shop for mining customers include rope shovels, drills, draglines, highwall miners, longwalls, belt systems and hydraulic excavators.

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Annual General Meeting 9 November 2011 7 Slide 7

Creation of Seven West Media

• SWM was formed in April 2011 following the acquisition of Seven Media Group by West Australian Newspapers Limited.

• Market-leading positions in core media categories – FTA television, print media and online.

• Best mix of media assets in Australia, a combination ideally placed to capture advertising spend.

• Highly free cash flow generative, high margin, low capital intensity / high return on capital.

• Entrenched market positions supported by strong fundamentals.

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Annual General Meeting 9 November 2011

Slide 8

Overview of Seven West Media

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Other Investors (Free Float) ~57% ~32% 100% 100% 100% FTA Television Newspapers Magazines

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~11%
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Online 50% Other

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Other Media Assets

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• Australia’s leading FTA television broadcaster with #1 Metro revenue share since June 2007.

• 1 WA metro newspaper (The West Australian).

• 1 WA classified newspaper (Quokka).

• Operates commercial TV stations in Sydney, Melbourne, Brisbane, Adelaide, Perth and regional Queensland.

• Brisbane, Adelaide, Perth and  21 regional WA publications . regional Queensland.  17 community newspapers in Perth (49.9% stake).

• Note: 32% stake in Seven West Media excludes $250m RCPS

• Australia’s second largest magazine publisher.

• Publication titles include: New Idea, marie claire, Better Homes and Gardens and Who.

• 7.2m readers aged 14+ each month.

• 50% JV and online partnership  Nine radio stations across with Yahoo!7 and leading WA regional WA. websites.  33.3% of SkyNews.

• One in two Australians going  33.3% of OzTAM.

• online will visit Yahoo!7 every month.  33.3% of TX Australia.

• Expanded capability through Spreets acquisition.

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Annual General Meeting 9 November 2011

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Slide 9

Overview of SGH Investments

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Seven Group Holdings
$297m
$354m
Listed equities 24%
portfolio
$358m
11%
$29m
100%
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Note: market value of investments shown as at 30 June 2011

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Annual General Meeting 9 November 2011

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Slide 10
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Outlook – Refer Disclaimer

• WesTrac should continue to benefit from strong Australian and Chinese resource demand

• Seven West Media should continue its market dominance and is positioned to take advantage of any upturn in the advertising market

• ~~s u~~

• H1 FY12 NPAT likely to be in the range $140-150m (excluding ignificant and un sual items)

• The current volatility in world markets may impact on the share prices of various investments in the Group, which will ultimately need to be considered in terms of impairment charges at 31 December

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Annual General Meeting 9 November 2011

Slide 11

Disclaimer

Basis of preparation of slides

• Included in this presentation is abridged financial information presented in abbreviated form and data prepared for the management of Seven Group Holdings Limited (SGH) and other associated entities and investments. This data is included for information purposes only and has not been subject to the same level of review by the company as the statutory accounts and so is merely provided for indic ~~a~~ tive purposes. T ~~h~~ e company and employees do not warrant ~~t~~ he data and disclaim any liability flowing from the use of this data by any party.

• SGH does not accept any liability to any person, organisation or entity for any loss or damage suffered as a result of reliance on this document. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, and are subject to variation. All forward-looking statements in this document reflect the current expectations concerning future results and events. Any forward-looking statements contained or implied, either within this document or verbally, involve known and unknown risks, uncertainties and other factors (including economic and market conditions, changes in operating conditions, currency fluctuations, political events, labour relations, availability and cost of labour, material and equipment) that may cause actual results, performance or achievements to differ materially from the anticipated results, performance or achievements, expressed, projected or implied by any forward-looking statements.

• Unless otherwise indicated, all references to estimates, targets and forecasts and derivations of the same in this material are references to estimates, targets and forecasts by SGH. Management estimates, targets and forecasts are based on views held only at the date of this material, and actual events and results may be materially different from them. SGH does not undertake to revise the material to reflect any future events or circumstances.

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Annual General Meeting 9 November 2011

Slide 12

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Annual General Meeting 9 November 2011

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