SGH LIMITED — AGM Information 2020

Oct 13, 2020

==> picture [212 x 31] intentionally omitted <==

14 October 2020

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

2020 NOTICE OF ANNUAL GENERAL MEETING

Seven Group Holdings Limited (“SGH”) (ASX: SVW) attaches a copy of the 2020 Notice of Annual General Meeting (“AGM”) and Proxy Form which will be dispatched to shareholders along with the 2020 Annual Report today.

The 2020 Annual Report was lodged separately with ASX on 26 August 2020.

SGH also attaches a Virtual Meeting Guide. The Notice of Meeting and Virtual Meeting Guide include details on how shareholders can participate in the AGM, including viewing the meeting, voting and asking questions.

Ends.

This release has been authorised to be given to ASX by the Company Secretary of SGH.

For more details:

Jim Kelly +61 412 549 083

==> picture [52 x 16] intentionally omitted <==

==> picture [60 x 11] intentionally omitted <==

==> picture [36 x 15] intentionally omitted <==

==> picture [72 x 15] intentionally omitted <==

Seven Group Holdings Limited | ABN 46 142 003 469 Level 30, 175 Liverpool Street, Sydney NSW 2000 Australia | Postal Address: PO Box 745, Darlinghurst NSW 1300 Australia| Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

==> picture [596 x 118] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (“AGM”) of Seven Group Holdings Limited (“the Company”) will be held on Wednesday, 18 November 2020 at 10.30am (Sydney time).

The Company is closely monitoring the impact of the unprecedented COVID-19 virus in Australia and is following guidance from the Federal and State Governments. In light of the social distancing requirements of the Australian and New South Wales Governments currently in place and the temporary changes in legislation allowing the convening of online, rather than face-to-face meetings, the Board has decided in the interests of the health and safety of shareholders, staff and other stakeholders to hold this year’s AGM virtually. There will not be a physical meeting where shareholders can attend.

Details of how to attend the AGM virtually are set out on the following page.

Additionally, the AGM will be webcast live. Details on how to access the webcast will be posted on the Company’s website (www.sevengroup.com.au) in advance of the meeting.

STRENGTH. COMMUNITY. RESILIENCE.

SEVEN GROUP HOLDINGS LIMITED ABN 46 142 003 469

2

How to participate in the AGM

Seven Group Holding Limited’s AGM will be held at 10:30 am (AEST) on Wednesday, 18 November 2020 as a virtual meeting.

There are a number of ways to participate in the AGM:

• online: shareholders and proxyholders are encouraged to participate in the AGM online, which will allow them to view the meeting, ask questions in writing and vote; or

• webcast: for viewing the meeting live, however it does not provide for asking questions or voting.

Live online participation (including voting)

Shareholders and proxyholders will be able to participate in the meeting online by:

• visiting web.lumiagm.com on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox) and entering the 9 digit meeting ID detailed below; or

• downloading the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.

Online registration will open at 9:30 am (AEST) on Wednesday, 18 November 2020 (one hour before the meeting). Information on how to log on, ask questions and vote online are set out below.

Proxy voting and proxyholder participation

The Company encourages all shareholders to submit a proxy vote online ahead of the meeting. Proxy votes can be lodged online at www.votingonline.com.au/svwagm2020 or in hard-copy no later than 10.30 am (Sydney time) on Monday, 16 November 2020.

Further information on lodging a proxy vote ahead of the meeting is available on page 4 of this Notice of Meeting booklet. Proxyholders will need to contact the Company’s share registry, BoardRoom Pty Limited (Boardroom), on 1300 737 760 or +61 2 9290 9600 to obtain their login details to participate live online.

Webcast

The meeting will be webcast live on the Company’s website. Non-shareholders may view the webcast by registering online as a guest. The webcast is ‘view only’, those viewing the webcast through the Company website will not be able to vote or ask questions.

Questions for the Company

Please note only shareholders may ask questions online during the meeting through the Lumi platform by clicking on the question icon,

composing your question and then clicking on the send icon.

Shareholders may also submit written questions in advance of the AGM where indicated on the Proxy Form, and then returning to the Company’s share registry, or by emailing their questions prior to the meeting to enquiries@boardroomlimited.com.au by 10.30 am (AEST) on Monday, 16 November 2020. The Chair will endeavour to address as many of the more frequently raised relevant

questions as possible. Questions may be moderated or amalgamated if there are multiple questions on the same topic. It may not be possible to respond to all questions. Please note that individual responses will not be sent to any shareholder.

Questions for the auditor

Shareholders may submit written questions to the Company’s auditor regarding the content of the auditor’s report for the year ended 30 June 2020 or the conduct of its audit of the annual financial report for the year ended 30 June 2020. Written questions must be received by the Company by no later than 5:00 pm (AEST) Friday, 13 November 2020. Please email any written questions to: enquiries@boardroomlimited.com.au.

How to participate live online

Login

Shareholders and proxyholders are encouraged to watch and participate in the AGM virtually via the online platform by using:

• computer: enter the following URL in your browser: https://web.lumiagm.com or

• mobile device: use the Lumi AGM app.

The meeting ID for the Company’s AGM is: 342254632 .

You will then need to enter your username and password. Your username is your Investor ID which is printed on your Proxy Form.

Your password is your postcode registered on your holding if you are an Australian shareholder. For overseas shareholders your password will be your “country code” which can be found in the online User Guide available at www.sevengroup.com.au

Proxyholders will need to contact the Company’s share registry, Boardroom, on 1300 737 760 or +61 2 9290 9600 to obtain their login details to participate live online.

Non-shareholders may login using the guest portal on the Lumi AGM platform.

Voting online

Once polls are open, shareholders and proxyholders can vote by clicking on the bar chart icon.

Technical difficulties

Technical difficulties may arise during the course of the online meeting. The Chairman has discretion as to whether, and how, the online meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the online meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

In the event that it is necessary for the Company to give further updates, information will be provided on the Company’s website and lodged with the Australian Securities Exchange (“ASX”).

SGH Notice of Annual General Meeting 2020

3

Agenda – Items of Business

FINANCIAL STATEMENTS

Item 1

To receive and consider the Financial Statements of the Company and the entities it controlled for the financial year ended 30 June 2020, together with the statements and reports of Directors and auditors attached to the financial statements.

Note:

• There is no requirement for members to approve these statements or reports, and therefore no vote will be held on this Item.

RE-ELECTION OF DIRECTORS

Item 2

In accordance with Article 8.2(a) of the Company’s Constitution, Mr Kerry Stokes AC retires and being eligible, offers himself for re-election as a Director of the Company.

Item 3

In accordance with Article 8.2(a) of the Company’s Constitution, Mr Chris Mackay retires and being eligible, offers himself for re-election as a Director of the Company.

GRANT OF SHARE RIGHTS UNDER THE FY20 SHORT-TERM INCENTIVE PLAN FOR THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER (“MD & CEO”)

Item 6

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

“That approval is given for the grant of a maximum of 35,247 share rights to the MD & CEO, Mr Ryan Stokes AO, under the Seven Group Holdings Limited Short-Term Incentive Plan, on the terms summarised in the Explanatory Notes.”

Note:

• A voting exclusion statement applies to this Item of Business and is set out in full in the Explanatory Notes for Item 6.

By order of the Board

Yours faithfully

Warren Coatsworth

Item 4

In accordance with Article 8.2(a) of the Company’s Constitution, The Hon. Warwick Smith AO retires and being eligible, offers himself for re-election as a Director of the Company.

Company Secretary

14 October 2020

REMUNERATION REPORT

Item 5

To adopt the Remuneration Report of the Company for the financial year ended 30 June 2020.

Notes:

• The vote on this resolution is advisory only and does not bind the Directors or the Company.

• The Directors will consider the outcome of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

• A voting exclusion statement applies to this Item of Business and is set out in full in the Explanatory Notes for Item 5.

4

Explanatory Notes

Notes :

1. A member entitled to attend and vote has a right to appoint a proxy. A member who is entitled to cast two or more votes is entitled to appoint two proxies. If two proxies are appointed by a member, that member may specify the proportion or number of votes each proxy is appointed to exercise.

2. If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half the votes.

3. Voting exclusions apply to Item 5 and Item 6, details of which are set out in the Explanatory Notes.

4. Unless the Chairman of the meeting is your proxy, members of the Key Management Personnel of the Company (including the Directors) and their closely related parties (as defined under the Corporations Act 2001, which includes spouses, dependants and companies they control) (“Closely Related Parties”) will not be able to vote as a member’s proxy on Item 5 and Item 6 unless the member directs them how to vote on the proxy form. If you intend to appoint one of these individuals as your proxy, you should ensure that you direct that person how to vote on Item 5 and Item 6.

5. If you appoint the Chairman of the meeting as your proxy, or if the Chairman is appointed as a proxy by default, you may:

6. direct the Chairman how to vote by marking either “For”, “Against” or “Abstain” on the corresponding sections of the proxy form corresponding to Items 5 and/or 6 in accordance with the instructions on that form; or

7. not direct the Chairman how to vote on Items 5 and/or 6, in which case, by submitting the proxy form, you will be expressly authorising the Chairman to vote the undirected proxy as he sees fit even if the item is connected with the remuneration of the Key Management Personnel of the Company.

8. The Chairman intends to vote all available proxies in favour of all items of business.

9. For the purpose of determining a person’s entitlement to vote at the meeting, a person will be recognised as a member and the holder of shares if that person is registered as a holder of those shares at 7.00 pm (Sydney time) on Monday, 16 November 2020.

10. A proxy need not be a member of the Company.

11. A body corporate that is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative must ensure that the Company has received evidence of his or her appointment, including any authority under which it has been signed in advance of the meeting, unless it has previously been given to the Company.

12. A shareholder entitled to attend and vote may appoint an attorney to act on his or her behalf at the Annual General Meeting. An attorney may but need not be a member of the Company.

13. Duly completed proxy forms must be returned to the Secretary, Seven Group Holdings Limited, either at:

14. Company Secretariat, Level 30, 175 Liverpool Street, Sydney NSW 2000 or fax number: 02 8777 7192; or

15. Boardroom Pty Limited, Level 12, Grosvenor Place, 225 George Street, Sydney NSW 2000 or fax number: 02 9290 9655; or

16. completed online at www.votingonline.com.au/svwagm2020, in each case by no later than 10.30 am (Sydney time) on Monday, 16 November 2020. Any power of attorney or authority under which a proxy form is signed (or a copy of that power of attorney or authority, certified as a true copy by statutory declaration) must accompany the proxy form.

17. All resolutions will be decided by poll. On a poll, if your proxy either does not attend the meeting or registers but does not vote on the resolution in accordance with your directions, your proxy votes will automatically default to the Chairman of the meeting for that resolution. The Chairman is required to vote any directed proxies in the manner directed and may otherwise vote as the Chairman sees fit.

These explanatory notes relate to the resolutions set out in the Notice of Meeting and form part of the Notice of Meeting.

ITEM 1:

Financial Statements

The Corporations Act requires the Annual Financial Report of the Company for the year ended 30 June 2020 (which includes the financial statements, notes to the financial statements and Directors’ declaration), and Directors’ Report and the Auditor’s Report to be laid before the Annual General Meeting.

Neither the Corporations Act nor the Company’s Constitution requires a vote of shareholders on the reports. However, shareholders will be given an opportunity to raise questions or comments on the management of the Company.

A reasonable opportunity will also be given to shareholders as a whole at the Annual General Meeting to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

Shareholders can access a copy of the 2020 Annual Report on the Company’s website at www.sevengroup.com.au/ investor-centre/results-and-presentations/

ITEMS 2, 3 AND 4:

Re-Election of Directors

For the reasons set out later in these Explanatory Notes, the Board, excluding the Director to whom each resolution relates, unanimously recommends that members vote in favour of the re-election of Mr Kerry Stokes AC, Mr Chris Mackay and The Hon. Warwick Smith AO.

Under the Constitution of the Company, and consistently with the ASX Listing Rules, a Director who has held office for the longer of three Annual General Meetings of the Company or for three years (except the Managing Director and an alternate director of the Company) must retire from office. A retiring Director is eligible for re-election. Mr Kerry Stokes AC, Mr Chris Mackay and The Hon. Warwick Smith AO who were each elected at the Company’s 2017 Annual General Meeting, will each retire and stand for re-election.

Under the Constitution, the Managing Director & Chief Executive Officer of the Company, Mr Ryan Stokes AO, is not required to stand for election.

Set out on the following page are short biographies of the Directors standing for re-election.

1. The Explanatory Notes form part of this Notice of Meeting. Members should read these documents in full.

SGH Notice of Annual General Meeting 2020

5

MR KERRY STOKES AC – EXECUTIVE CHAIRMAN

Executive Chairman of Seven Group Holdings Limited since 22 April 2010. Executive Chairman of Seven Network Limited since July 1999. Prior to that Non-Executive Chairman since June 1995.

Chairman of Seven West Media Limited (formerly West Australian Newspapers Holdings Limited) since 11 December 2008. Appointed a Director on 25 September 2008.

Mr Stokes’ board memberships include Council Member for the Paley Group (formerly the International Council for Museum & Television); Chairman and Fellow (since November 2015) for the Australian War Memorial (previously a Council Member); and a former Chairman of the National Gallery of Australia. Mr Stokes holds professional recognitions which include an Honorary Doctorate in Commerce at Edith Cowan University and an Honorary Fellow of Murdoch University.

Mr Stokes has, throughout his career, been the recipient of awards, including Life Membership of the Returned Services League of Australia; 1994 Paul Harris Rotary Fellow Award; 1994 Citizen of Western Australia for Industry & Commerce; 2002 Gold Medal award from the AIDC for Western Australian Director of the Year; 2007 Fiona Stanley Award for outstanding contribution to Child Health Research; 2009 Richard Pratt Business Arts Leadership Award from the Australian Business Arts Foundation; and 2011 Charles Court Inspiring Leadership Award; 2013 West Australian of the Year; 2014 Awarded Keys to the City of Perth and 2014 Awarded Keys to the City of Melbourne.

Mr Stokes was awarded Australia’s highest honour, the Companion in the General Division in the Order of Australia (AC) in 2008. In 1995, he was recognised as Officer in the General Division of the Order of Australia (AO).

It is the Board’s view that Mr Kerry Stokes AC is the most appropriate person to lead the Board as its Chairman, given his history of leadership across the businesses and investments comprising the Group, including in the areas of heavy equipment management and industrial services, property and media. His experience, business relationships and insights are considered to be invaluable to the Group.

MR CHRIS MACKAY – INDEPENDENT NON-EXECUTIVE DIRECTOR

Director of Seven Group Holdings Limited since 1 June 2010. Member of the Audit & Risk Committee and member of the Independent & Related Party Committee.

Managing Director of MFF Capital Investments Limited since 1 October 2013. Former Chairman of Magellan Financial Group Limited. Mr Mackay co-founded Magellan after retiring as Chairman of the investment bank UBS Australasia in 2006, having previously been its Chief Executive Officer.

A Director of Consolidated Media Holdings Limited from 8 March 2006 until 19 November 2012, when the company was taken over by News Corporation.

Mr Mackay has a track record in building shareholder value as a senior corporate executive, business founder and leader, and company director. A former investment banker and corporate and banking lawyer with broad experience in the financial and corporate sectors over many years, Mr Mackay has a deep knowledge of business management, capital allocation, risk management and investment. He brings this mindset and expertise to his role on the Board and its Committees. Having served on the Board since 2010, Mr Mackay has acquired valuable insights into the Company and the diverse industries in which it operates and holds investments. The Board considers that the Company’s performance and shareholders benefit from having an appropriate number of longer-serving Directors with detailed knowledge of the history of the Group’s operations as part of the overall composition of Directors on the Board, as succession is managed on the Board.

THE HON. WARWICK SMITH AO – NON-INDEPENDENT NON-EXECUTIVE DIRECTOR

Director of Seven Group Holdings since 12 September 2014. Member of the Audit & Risk Committee and member of the Remuneration & Nomination Committee.

Mr Smith has been Chairman of Advisory Board Australian Capital Equity since 1 November 2006. Mr Smith also holds the position of Chairman at Ord Minnett and is a Director of Estia Health Limited since 17 May 2017.

He has served as Chairman of the Australia-China Council for over eight years and is the Founding Chair of the National Foundation of Australia-China Relations. He is a member of the Business Council of Australia Board where he is Chair of Trade & Investment and Chair of the Global Engagement Group.

Mr Smith is former Chairman of New South Wales & Australian Capital Territory and Senior Managing Director of the Australia New Zealand Banking Group Limited (ANZ), former Chairman ANZ Thailand and former Chairman and Director, ANZ Greater China. Formerly he was Chairman of E*TRADE, the Australian Sports Commission and an Executive Director with Macquarie Bank; and a Federal Government Minister with a parliamentary career spanning 15 years. He was also Australia’s first Telecommunications Ombudsman.

Mr Smith has also received a Centenary Medal and was twice awarded the Order of Australia.

Mr Smith is a highly credentialed and experienced company director and corporate executive, with a broad range of expertise across public and private sectors. He brings a deep knowledge of government, regulatory, financial, banking and commercial matters to the Board. His business acumen and leadership attributes are invaluable to the Board and Management, as are his insights in relation to corporate strategy and investment, financial and non-financial risk, people management and executive leadership.

The Chairman intends to vote all available proxies in favour of all of the above Items of Business.

Mr Mackay was a member of the Federal Treasurer’s Financial Sector Advisory Council and the Business Council of Australia, and a Director of the International Banks & Securities Association.

6

Explanatory Notes

ITEM 5:

Remuneration Report

The Board unanimously recommends that members vote in favour of adopting the Remuneration Report.

The Corporations Act requires listed companies to put the Remuneration Report for each financial year to a resolution of members at their Annual General Meeting. The Remuneration Report for the year ended 30 June 2020 can be found on pages 80 to 99 of the Company’s 2020 Annual Report and covers director and executive remuneration.

Under the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors or the Company, and does not affect the employment arrangements in place for employees of the Company and its subsidiaries. The Board will consider the outcome of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

In summary, the Remuneration Report:

• explains the Board’s approach to executive remuneration and the link to company performance and shareholder outcomes;

• explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company (including Directors);

ITEM 6:

Grant of share rights under the FY20 Short-Term Incentive (“STI”) Plan for the Managing Director & Chief Executive Officer (“MD & CEO”)

The Board, other than Mr Ryan Stokes AO, recommends that members vote in favour of Item 6.

The Company operates the Seven Group Holdings Limited STI plan to provide short-term incentives to senior executives, based on performance relative to corporate and individual goals over the Company’s financial year. Under the key terms of the STI plan, 50 per cent of the STI award for the MD & CEO, Mr Ryan Stokes, is deferred into share rights. Further details regarding the STI plan and the FY20 STI award are set out in the Remuneration Report on pages 80 to 99 of the Company’s 2020 Annual Report.

Why is shareholder approval being sought?

Under ASX Listing Rule 10.14, shareholder approval is required in order for a director to be issued securities under an employee incentive scheme. As the terms of Mr Ryan Stokes’ STI grant require that the securities to satisfy the STI award be purchased on market, shareholder approval is not required for the purposes of the ASX Listing Rules.

However, in the interests of transparency and good governance, the Board has determined to seek shareholder approval for the grant of securities to Mr Ryan Stokes.

• explains the relationship between the Board’s remuneration policy, the Company’s performance and incentives for Key Management Personnel;

• details the remuneration framework which explains the reward elements and any performance conditions applicable to the remuneration of the Key Management Personnel of the Company; and

• sets out remuneration details for the Key Management Personnel of the Company.

Voting exclusion statement

The Company will disregard any votes cast on Item 5:

• by or on behalf of the Directors and other Key Management Personnel of the Company named in the Remuneration Report for the year ended 30 June 2020, or any of their Closely Related Parties regardless of the capacity in which the vote is cast; or

• as a proxy by any person who is a member of the key management personnel of the Company at the date of the meeting or any of their Closely Related Parties.

The only circumstances in which a vote cast on Item 5 by a member of the Key Management Personnel of the Company or their Closely Related Parties will be counted is if that person votes as a proxy for a person entitled to vote on Item 5 and either the proxy:

• votes in accordance with the member’s direction as to how to vote, as set out on the proxy form; or

• is the Chairman of the meeting and votes pursuant to an express authorisation to exercise the proxy as he sees fit, even though Item 5 is connected with the remuneration of the Key Management Personnel.

The Chairman intends to vote all available proxies in favour of this Item of Business.

SGH Notice of Annual General Meeting 2020

7

SUMMARY OF THE KEY TERMS OF THE GRANT OF SECURITIES

SUMMARY OF THE KEY TERMS OF THE GRANT OF SECURITIES	SUMMARY OF THE KEY TERMS OF THE GRANT OF SECURITIES
A brief overview of the key terms of the proposed grant under the STI plan is set out below
Details of the Proposed STI grant	The MD & CEO, Mr Ryan Stokes AO participated in the STI plan in respect of FY20 (“FY20 STI”). All awards are subject to satisfying the Group’s underlying EBIT gateway and achievement of a balanced scorecard of measurable and quantifable individual targets. In cases of outperformance, the Board may grant an additional award amount. Under the STI plan, 50 per cent of the FY20 STI that has been earned is delivered as a cash bonus to the MD & CEO, and the remaining 50 per cent is delivered in share rights as the deferred component of his STI. Accordingly, Mr Ryan Stokes is entitled to receive $566,824 of share rights (being the “Grant Value” of the deferred share rights component of his FY20 STI). The number of share rights to be allocated to Mr Ryan Stokes will be a maximum of 35,247 based on an issue price of $16.0814. The number of share rights issued for Executives has been determined by dividing the Grant Value by the Company’s 5 day VWAP (Volume Weighted Average Price) on 30 June 2020, adjusted to refect that share rights do not entitle the holder to dividends on the underlying shares until the share rights vest and shares are acquired. A share right is a right to acquire one ordinary share in the Company.
Grant Date	The Company intends that the share rights will be allocated to Mr Ryan Stokes on or about 1 December 2020, but in any event, within 12 months after the date of the meeting.
Vesting of Shares	Subject to the terms of the STI plan, the share rights will vest on 1 July 2022. Mr Ryan Stokes will not be entitled to vote nor be paid dividends in respect of those unvested share rights.
Cessation of Employment	If Mr Ryan Stokes ceases employment with the Company prior to 1 July 2022 due to termination for cause, gross misconduct or any other reason determined by the Board, all share rights will immediately lapse unless the Board determines otherwise. If Mr Ryan Stokes ceases employment with the Company in any other circumstances (for example due to illness, retirement, genuine redundancy or other circumstance deemed appropriate by the Board) then, unless the Board determines otherwise, unvested share rights will continue on foot, subject to the original vesting conditions, as though he had not ceased employment.
Mr Ryan Stokes’ Total Remuneration Package for FY20	ASX Listing Rule 10.15.4 requires this Notice of meeting to include details (including the amount) of Mr Ryan Stokes’ current total remuneration:
	Total Fixed Remuneration (TFR) $1,600,000
	Short-term incentive opportunity $1,200,000 – 75% of TFR at target $1,600,000 – 100% of TFR at maximum
	Long-term incentive grant $960,000 – 60% of TFR
	Full details on Mr Ryan Stokes’ remuneration are contained within the Remuneration Report.
Other Information	No loan arrangements are entered into with Mr Ryan Stokes in relation to share rights granted to Mr Ryan Stokes under the STI plan. The only Director of the Company who is eligible to receive share rights under the STI plan is Mr Ryan Stokes. Since the 2019 Annual General Meeting (being the date of the last approval), 40,122 share rights were granted to Mr Ryan Stokes under the STI plan. No amount was payable by Mr Ryan Stokes for the grant as the grant formed part of his remuneration.

8

Explanatory Notes

Voting exclusion statement

The Company will disregard any votes on Item 6:

• cast in favour of the resolutions by or on behalf of Mr Ryan Stokes (being the only Director eligible to participate in the STI plan) or any of his associates regardless of the capacity in which the vote is cast; or

• cast as a proxy by any of the Key Management Personnel of the Company at the date of the meeting or their Closely Related Parties.

Unless the vote is cast on Item 6:

• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• by the Chairman of the meeting as proxy for a person entitled to vote on the resolution, pursuant to an express authorisation in the proxy form to exercise the proxy as the Chairman decides; or

• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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 the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chairman intends to vote all available proxies in favour of this Item of Business.

==> picture [196 x 31] intentionally omitted <==

ASX: SVW

All Correspondence to:

� By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

� By Fax: +61 2 9290 9655 � Online: www.boardroomlimited.com.au � By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be recorded before 10:30am (Sydney time) on Monday, 16 November 2020

� TO VOTE BY APPOINTING A PROXY ONLINE BY SMARTPHONE STEP 1: VISIT https: // www.votingonline.com.au/svwagm2020 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY Voting restrictions for KMP Indicate who you want to appoint as your Proxy. Please note that if you appoint a member of the Company’s key management personnel If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to (KMP) (which includes each of the directors) or one of their closely related parties as your appoint someone other than the Chair of the Meeting as your proxy please write the full proxy, they will not be able to cast your votes on Items 5 and/or 6, unless you direct them name of that individual or body corporate. If you leave this section blank, or your named how to vote or the Chair of the Meeting is your proxy. If you appoint the Chair of the proxy does not attend the meeting or does not vote in accordance with your instructions, Meeting as your proxy or the Chair of the Meeting is appointed as your proxy by default, but the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the you do not mark a voting box for Items 5 and/or 6, by completing and submitting this Proxy Company. Do not write the name of the issuer company or the registered securityholder in Form you will be expressly authorising the Chair of the Meeting to exercise your proxy in the space. respect of the relevant Item, even though the Item is indirectly or directly connected with the remuneration of the KMP. Appointment of a Second Proxy . If you are entitled to cast two or more votes, you are entitled to appoint up to two proxies STEP 3 SIGN THE FORM to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy The form must be signed as follows: Form may be obtained by contacting the Company’s securities registry or you may copy Individual: This form is to be signed by the securityholder. this form. Joint Holding : where the holding is in more than one name, all securityholders should sign. To appoint a second proxy you must: Power of Attorney: to sign under a Power of Attorney, you must have already lodged it (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this rights or the number of securities applicable to that form. If the appointments do not form when you return it. specify the percentage or number of votes that each proxy may exercise, each proxy may Companies: this form must be signed by a Director jointly with either another Director or a exercise half your votes. Fractions of votes will be disregarded. Company Secretary. Where the company has a Sole Director who is also the Sole (b) return both forms together in the same envelope. Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place. STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses, to the extent permitted by law. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to the meeting. An Appointment of Corporate Representative form can be obtained from the Company’s securities registry.

STEP 4 LODGEMENT

Proxy Forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:30am (Sydney time) on Monday, 16 November 2020. Any Proxy Form received after that time will not be valid for the scheduled meeting

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online https://www.votingonline.com.au/svwagm2020

• � By Fax + 61 2 9290 9655 � By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Boardroom Pty Limited

• � In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Seven Group Holdings Limited

ABN 46 142 003 469

Your Address

This is your address as it appears on the Company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Seven Group Holdings Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box) OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Wednesday, 18 November 2020 at 10:30am (Sydney time) and at any adjournment or postponement of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, and to the extent permitted by law, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters : If I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default) and I/we have not directed my/our proxy how to vote in respect of Items 5 and 6, and I/we am/are entitled to vote on the relevant items, then by submitting this form I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of those Items even though Items 5 and 6 are connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting intends to vote all available undirected proxies in favour of all Items of business (including Items 5 and 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that item. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Abstain Item 2 Re-election of Mr Kerry Stokes AC as a Director Item 3 Re-election of Mr Chris Mackay as a Director Item 4 Re-election of The Hon. Warwick Smith AO as a Director Item 5 Adoption of the Remuneration Report Item 6 Grant of Share Rights Under the FY20 Short-Term Incentive Plan for the MD & CEO - Mr Ryan Stokes ��� STEP 3 SIGNATURE OF SECURITYHOLDER*

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Wednesday, 18 November 2020 at 10:30am (Sydney time) and at any adjournment or postponement of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, and to the extent permitted by law, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters : If I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default) and I/we have not directed my/our proxy how to vote in respect of Items 5 and 6, and I/we am/are entitled to vote on the relevant items, then by submitting this form I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of those Items even though Items 5 and 6 are connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting intends to vote all available undirected proxies in favour of all Items of business (including Items 5 and 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that item.

==> picture [102 x 9] intentionally omitted <==

----- Start of picture text -----

For Against Abstain
----- End of picture text -----*

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2020

OPTIONAL QUESTIONS FOR THE CHAIRMAN OR AUDITOR

==> picture [527 x 40] intentionally omitted <==

We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the Annual General Meeting. We will seek to respond to as many of the frequently asked questions as possible.

Virtual Meeting User Guide

Getting Started

In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “ Lumi AGM ”.

Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com .

To log in to the portal, you will need the following information:

Meeting ID: 342-254-632

Australian Username - Voting Access Code (VAC) and Password (postcode of your registered Residents address) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email.

Overseas Username - Voting Access Code (VAC) and Password (three character country code e.g. Residents New Zealand – NZL. A full list of country codes can be found at the end of this guide.) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email. A full list of country codes can be found at the end of this guide.

Appointed To receive your Username and Password, please contact our share registry, Boardroom Pty

Proxy Ltd on 1300 737 760 or +61 2 9290 9600 between 8:30am to 5:30pm (Sydney time) Monday to Friday the day before the meeting.

To join the meeting, you will be required to enter the above unique 9 digit meeting ID and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.

==> picture [490 x 151] intentionally omitted <==

If you are a Shareholder , select 'I have a login' and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxyholder you will need to enter the unique Username and Password provided by Boardroom and select ‘Login’.

If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.

==> picture [394 x 149] intentionally omitted <==

Navigating

Once you have registered, you will be taken to the homepage which displays your name and meeting information.

==> picture [82 x 166] intentionally omitted <==

==> picture [235 x 138] intentionally omitted <==

To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted you may have to click the play button in the window to initiate the broadcast.

Once you select to view the webcast from a smartphone it can take up to approximately 30 seconds for the live feed to appear on some devices. If you attempt to log into the app before the Meeting commences, a dialog box will appear.

NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process.

==> picture [322 x 150] intentionally omitted <==

To ask a Question

If you would like to ask a question:

1. Select the question icon

2. Compose your question.

3. Select the send icon

4. You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.

==> picture [88 x 172] intentionally omitted <==

To Vote

If you would like to cast a vote:

1. When the Chair declares the polls open, the resolutions and voting choices will appear.

2. Press the option corresponding with the way in which you wish to vote.

3. Once the option has been selected, the vote will appear in blue.

4. If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls.

5. Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.

==> picture [186 x 172] intentionally omitted <==

Need help? If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Bhutan BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CYM Cayman Islands CYP Cyprus CXR Christmas Island CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark DOM Dominican Republic	DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISM Isle of Man ISL Iceland ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait LAO Laos LBN Lebanon	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MAC Macao MAF St Martin MAR Morocco MCO Monaco MDA Republic Of Moldova MDG Madagascar MDV Maldives MEX Mexico MHL Marshall Islands MKD Macedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMR Myanmar MNE Montenegro MNG Mongolia MNP Northern Mariana Islands MOZ Mozambique MRT Mauritania MSR Montserrat MTQ Martinique MUS Mauritius MWI Malawi MYS Malaysia MYT Mayotte NAM Namibia NCL New Caledonia NER Niger NFK Norfolk Island NGA Nigeria NIC Nicaragua NIU Niue NLD Netherlands NOR Norway Montenegro NPL Nepal NRU Nauru NZL New Zealand OMN Oman PAK Pakistan PAN Panama PCN Pitcairn Islands PER Peru PHL Philippines PLW Palau PNG Papua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of PRT Portugal PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QAT Qatar REU Reunion	ROU Romania
			RUS Russian Federation
			RWA Rwanda
			SAU Saudi Arabia Kingdom Of
			SDN Sudan
			SEN Senegal
			SGP Singapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHN St Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCG Serbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOM Somalia
			SPM St Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWE Sweden
			SWZ Swaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCD Chad
			TGO Togo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKM Turkmenistan
			TLS Timor-Leste
			TMP East Timor
			TON Tonga
			TTO Trinidad & Tobago
			TUN Tunisia
			TUR Turkey
			TUV Tuvalu
			TWN Taiwan
			TZA Tanzania United Republic of
			UGA Uganda
			UKR Ukraine
			UMI United States Minor
			URY Uruguay
			USA United States of America
			UZB Uzbekistan
			VNM Vietnam
			VUT Vanuatu
			WLF Wallis & Futuna
			WSM Samoa
			YEM Yemen
			YMD Yemen Democratic
			YUG Yugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMB Zambia
			ZWE Zimbabwe