SGH LIMITED — Annual Report 2011

Aug 24, 2011

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25 August 2011

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

By Electronic Lodgement

Total pages: 38 (including cover letter)

In accordance with the Listing Rules, following is the Preliminary Final Report of the Company for the financial year ended 30 June 2011, and the Media Release.

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

Appendix 4E - Preliminary Final Report

SEVEN GROUP HOLDINGS AND ITS CONTROLLED ENTITIES FOR THE YEAR ENDED 30 JUNE 2011

Results For Announcement To The Market

Results For Announcement To The Market
					$'000
Revenue from ordinary activities		up	488.34%	to	3,162,834
Net profit from ordinary activities after tax attributable to members		down	90.19%	to	70,412
Net profit for period attributable to members		down	90.19%	to	70,412
		Franked
	Amount	amount
Dividends	per security	per security
Ordinary shares
Interim	18 cents	18 cents
Final	18 cents	18 cents
Record date for determining entitlements to the ordinary dividend			5.00pm	on Friday 30 September 2011
Date final dividend is payable				14	October 2011
Transferable Extendable Listed Yield Shares (“TELYS4”)
Interim (paid 30 November 2010)	$3.4043	$3.4043
Final (paid 31 May 2011)	$3.4904	$3.4904

Commentary on results

A detailed commentary on the results for the year is contained in the press release dated 25 August 2011 accompanying this report.

Net tangible asset backing

Net tangible asset backing per ordinary share: $5.16 (2010: $5.68). This has been calculated by dividing the net assets attributable to equity holders of the Company (adjusted for the value of TELYS4 preference shares) less intangible assets, by the number of ordinary shares as at 30 June 2011.

Acquisitions

On 23 November 2010 a Group subsidiary acquired the issued share capital of Pump Rentals Pty Ltd, the owner of the Sykes Group. Further details of this transaction are included within this report. There were no other material changes to controlled entities.

Audit

This report is based on accounts that are currently being audited.

Prior corresponding period

In relation to the prior corresponding period:

• a) Seven Group Holdings Limited company results are from the date of its incorporation of 12 February 2010 to 30 June 2010. There was no operating activity in the company until 28 April 2010.

• b) WesTrac Holdings Pty Limited was acquired on 28 April 2010, and its results for the period from acquisition to 30 June 2010 were included.

• c) Seven Network Limited was acquired on 13 May 2010, and its results for the period from acquisition to 30 June 2010 were included. This acquisition resulted in a significant accounting gain of $726,343,000 which was included in the prior period results.

Consolidated Income Statement

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

					From
				incorporation to
			2011		30 June 2010
	Note		$’000		$’000
Revenue
Revenue from product sales			1,969,202		336,909
Revenue from product support			1,141,018		194,871
Other			52,614		5,804
Total revenue			3,162,834		537,584
Other income
Dividend income			35,536		-
Gain on sale of property, plant & equipment			481		523
Fair value movement of derivatives			-		2,038
Net gain on sale of investments and equity accounted investees			58,679		203
Other			28,843		-
Total other income			123,539		2,764
Share of results from equity accounted investees	8		143,588		14,266
Impairment of equity accounted investees	8		(305,648)		-
Accounting gain on acquisition of Seven Network Limited	12		-		726,343
Expenses excluding depreciation and amortisation
Materials cost of inventory sold and used			(2,091,874)		(363,548)
Raw materials and consumables purchased			(110,003)		(20,927)
Employee benefits expenses			(448,304)		(72,917)
Operating lease rental expense			(46,170)		(5,271)
Impairment of non-current assets			(18,701)		-
Fair value movement of derivatives			(5,374)		-
Other expenses			(248,763)		(68,954)
Total expenses excluding depreciation and amortisation			(2,969,189)		(531,617)
Depreciation and amortisation			(67,770)		(11,737)
Profit before net finance costs and tax			87,354		737,603
Finance income	4		7,422		3,718
Finance costs	4		(62,385)		(16,852)
Net finance costs			(54,963)		(13,134)
Profit before tax			32,391		724,469
Income tax benefit/(expense)	5		47,522		(5,727)
Profit for theperiod			79,913		718,742
Profit for the period attributable to:
Equity holders of the Company			70,412		718,034
Non-controllinginterest			9,501		708
Profit for theperiod			79,913		718,742
Statutory earnings per share (EPS)
Ordinary shares
Basic earnings per share ($) (a)	7	$	0.12	$	5.87
Diluted earningsper share($) (a)	7	$	0.12	$	5.87
The consolidated income statement is to be read in conjunction with the notes to the preliminary final report.

1

Consolidated Statement of Comprehensive Income

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

			From
			incorporation to
		2011	30 June 2010
	Note	$’000	$’000
Profit for the period		79,913	718,742
Other comprehensive income
Net change in fair value of available-for-sale financial assets	11	27,304	24,024
Impairment of available-for-sale financial asset reclassified to profit or loss	11	2,910	-
Cash flow hedges: effective portion of changes in fair value		(21,114)	9,693
Foreign currency differences for foreign operations		(164,741)	40,037
Income tax on items of other comprehensive income	11	12,223	(9,560)
Other comprehensive (expense)/income for the period, net of tax		(143,418)	64,194
Total comprehensive (expense)/income for the period		(63,505)	782,936
Total comprehensive (expense)/income for the period attributable to:
Equity holders of the Company		(72,347)	780,786
Non-controllinginterest		8,842	2,150
Total comprehensive (expense)/income for the period		(63,505)	782,936

The consolidated statement of comprehensive income is to be read in conjunction with the notes to the preliminary final report.

2

Consolidated Statement of Financial Position

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES AS AT 30 JUNE 2011

		2011	2010
	Note	$’000	$’000
CURRENT ASSETS
Cash and cash equivalents	14a	71,145	455,205
Trade and other receivables		550,431	405,468
Inventories		989,626	682,673
Current tax assets		13,123	-
Other current assets		24,507	36,068
Derivative financial instruments		2,587	124
Total current assets		1,651,419	1,579,538
NON-CURRENT ASSETS
Investments accounted for using the equity method	8	1,482,052	1,724,687
Trade and other receivables		3,840	11,224
Derivative financial instruments		-	4,666
Other financial assets		884,379	395,926
Property, plant and equipment		264,928	241,094
Intangible assets		526,233	577,351
Deferred tax assets	5	10,616	16,603
Total non-current assets		3,172,048	2,971,551
Total assets		4,823,467	4,551,089
CURRENT LIABILITIES
Trade and other payables		496,093	365,341
Derivative financial instruments		18,261	5,305
Interest bearing loans and borrowings	9	347,133	302,234
Deferred income		113,370	42,331
Current tax liabilities		-	1,953
Provisions		89,143	58,547
Total current liabilities		1,064,000	775,711
NON-CURRENT LIABILITIES
Trade and other payables		8,477	5,625
Interest bearing loans and borrowings	9	561,124	383,989
Derivative financial instruments		103,796	12,104
Deferred tax liabilities	5	378,768	473,832
Provisions		7,198	2,613
Deferred income		18,182	17,070
Total non-current liabilities		1,077,545	895,233
Total liabilities		2,141,545	1,670,944
Net assets		2,681,922	2,880,145
EQUITY
Contributed equity	10	2,615,852	2,608,852
Reserves	11	(714,807)	(574,500)
Retained earnings		632,287	706,045
Total equity attributable to equity holders of the Company		2,533,332	2,740,397
Non-controlling interest		148,590	139,748
Total equity		2,681,922	2,880,145

The consolidated statement of financial position is to be read in conjunction with the notes to the preliminary final report.

3

Consolidated Statement of Changes in Equity

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

							Non-
			Contributed		Retained		controlling
			equity	Reserves	earnings	Total	interest	Total equity
YEAR ENDED 30 JUNE 2011		Note	$'000	$'000	$'000	$'000	$'000	$'000
Balance at 1 July 2010			2,608,852	(574,500)	706,045	2,740,397	139,748	2,880,145
Profit for the period			-	-	70,412	70,412	9,501	79,913
Net change in fair value of available-for-sale		11	-	27,304	-	27,304	-	27,304
financial assets
Impairment of available-for-sale financial		11	-	2,910	-	2,910	-	2,910
asset reclassified to profit or loss
Cash flow hedges: effective portion of		11	-	(22,160)	-	(22,160)	1,046	(21,114)
changes in fair value
Foreign currency differences for foreign		11	-	(163,036)	-	(163,036)	(1,705)	(164,741)
operations
Income tax on items of other		11	-	12,223	-	12,223	-	12,223
comprehensive income
Total comprehensive income/(expense) for theyear			-	(142,759)	70,412	(72,347)	8,842	(63,505)
Transactions with owners recognised directly in equity
Issue of ordinary shares related to exercise		10	7,000	-	-	7,000	-	7,000
of options
TELYS dividends paid		6	-	-	(34,222)	(34,222)	-	(34,222)
Ordinary dividends paid		6	-	-	(109,948)	(109,948)	-	(109,948)
Share basedpayments expense		11	-	2,452	-	2,452	-	2,452
Total transactions with owners recognised			7,000	2,452	(144,170)	(134,718)	-	(134,718)
directly in equity
Total movement in equity for theyear			7,000	(140,307)	(73,758)	(207,065)	8,842	(198,223)
Balance at 30 June 2011			2,615,852	(714,807)	632,287	2,533,332	148,590	2,681,922

4

Consolidated Statement of Changes in Equity

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

						Non-
		Contributed		Retained		controlling
		equity	Reserves	earnings	Total	interest	Total equity
PERIOD ENDED 30 JUNE 2010	Note	$'000	$'000	$'000	$'000	$'000	$'000
Balance at incorporation		-	-	-	-	-	-
Profit for the period		-	-	718,034	718,034	708	718,742
Net change in fair value of available-for-sale	11	-	24,024	-	24,024	-	24,024
financial assets
Cash flow hedges: effective portion of	11	-	8,923	-	8,923	770	9,693
changes in fair value
Foreign currency differences for foreign	11	-	39,365	-	39,365	672	40,037
operations
Income tax on items of other	11	-	(9,560)	-	(9,560)	-	(9,560)
comprehensive income
Total comprehensive income for theperiod		-	62,752	718,034	780,786	2,150	782,936
Transactions with owners recognised directly in equity
Issue of ordinary shares for cash	10	10,000	-	-	10,000	-	10,000
Issue of ordinary shares related to acquisition	10	2,171,687	-	-	2,171,687	-	2,171,687
Issue of TELYS4 related to acquisitions	10	427,165	-	-	427,165	-	427,165
TELYS dividends paid	6	-	-	(11,989)	(11,989)	-	(11,989)
Share based payments expense	11	-	1,836	-	1,836	-	1,836
Replacement of share options related	11	-	3,498	-	3,498	-	3,498
to business combination
Non-controlling interest on acquisition		-	-	-	-	137,229	137,229
of subsidiaries
Other changes in non-controlling interest		-	-	-	-	369	369
Acquisition of subsidiary under common	11	-	(642,586)	-	(642,586)	-	(642,586)
control
Total transactions with owners recognised		2,608,852	(637,252)	(11,989)	1,959,611	137,598	2,097,209
directly in equity
Total movement in equity for theperiod		2,608,852	(574,500)	706,045	2,740,397	139,748	2,880,145
Balance at end of theperiod		2,608,852	(574,500)	706,045	2,740,397	139,748	2,880,145

The consolidated statement of changes in equity is to be read in conjunction with the notes to the preliminary final report.

5

Consolidated Cash Flow Statement

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

			From
			incorporation to
		2011	30 June 2010
	Note	$’000	$’000
CASH FLOWS RELATED TO OPERATING ACTIVITIES
Receipts from customers		3,443,091	572,516
Payments to suppliers and employees		(3,447,287)	(613,299)
Dividends received from equity accounted investees		33,157	-
Other dividends received		31,372	-
Interest and other items of a similar nature received		7,621	9,292
Interest and other costs of finance paid		(58,487)	(10,641)
Income taxespaid		(38,341)	(30)
Net operating cash flows	14b	(28,874)	(42,162)
CASH FLOWS RELATED TO INVESTING ACTIVITIES
Payments for purchases of property, plant and equipment		(60,997)	(11,356)
Proceeds from sale of property, plant and equipment		1,689	1,890
Payments for purchase of intangible assets		(10,563)	(1,582)
Cash acquired on acquisition of subsidiaries	12	-	1,126,123
Acquisition of subsidiary, net of cash acquired	12	(44,093)	-
Acquisition of equity accounted investees		(448,360)	-
Proceeds from sale of shares in equity accounted investees		300,586	-
Payments for other investments		(297,433)	(4,266)
Proceeds from sale of other financial assets		4,522	15,738
Transaction costs relating to acquisition of subsidiaries		(1,976)	(35,249)
Loans and deposits repaid		1,691	594
Other		-	89
Net investing cash flows		(554,934)	1,091,981
CASH FLOWS RELATED TO FINANCING ACTIVITIES
Proceeds from issue of shares		7,159	10,000
Ordinary dividends paid	6	(109,948)	-
TELYS dividends paid	6	(34,222)	(11,989)
Proceeds from borrowings		1,347,215	220,053
Repayment of borrowings		(1,007,698)	(819,279)
Net financing cash flows		202,506	(601,215)
Net (decrease)/increase in cash and cash equivalents		(381,302)	448,604
Cash and cash equivalents at beginning of period	14a	449,671	-
Effect of exchange rate changes on cash and cash equivalents		(3,125)	1,067
Cash and cash equivalents at end of the period	14a	65,244	449,671

The consolidated cash flow statement is to be read in conjunction with the notes to the preliminary final report.

6

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Seven Group Holdings Limited (the “Company”) is a company domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange ('ASX'). The company was incorporated on 12 February 2010. The preliminary final report covers the year ended 30 June 2011 and comprises the Company and its subsidiaries (together referred to as the "Group"), the Group's interest in associates and jointly controlled entities.

In relation to the prior corresponding period:

• a) Seven Group Holdings Limited company results are from the date of its incorporation of 12 February 2010 to 30 June 2010. There was no operating activity in the company until 28 April 2010.

• b) WesTrac Holdings Pty Limited was acquired on 28 April 2010, and its results for the period from acquisition to 30 June 2010 were included.

• c) Seven Network Limited was acquired on 13 May 2010, and its results for the period from acquisition to 30 June 2010 were included.

(A) BASIS OF PREPARATION

The preliminary final report has been prepared in accordance with the Australian Accounting Standards (AASBs) (including Australian interpretations) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.

The preliminary final report does not include all notes of the type normally included within the annual financial report and therefore can not be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the Group as the full financial report.

The preliminary final report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Company under ASIC Class Order 98/100 dated 10 July 1998.

The preliminary final report is prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments, financial instruments at fair value through profit or loss and investments in available for sale assets.

The accounting policies used by the Group in this preliminary final report are consistent with those applied by the Group in its consolidated financial statements for the period ended 30 June 2010.

(B) OPERATING SEGMENTS

The Group has determined and presented operating segments based on the information that internally is provided to the CEO and the Board.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments’ operating results are regularly reviewed by the Group’s CEO and Board to make decisions about resources to be allocated to the segment and to assess its performance for which discrete financial information is available.

Segment results that are reported to the CEO and Board include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses and income tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.

The segments identified are;

• WesTrac Australia

• WesTrac China

• National Hire Group

• Media investments

• Other investments

7

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the financial statements requires that management make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are incorporated and in any future periods affected.

Significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are;

• income tax

• determining fair values of assets acquired in respect of business combinations

• impairment of intangible assets: the Group tests annually whether goodwill and distribution networks have suffered any impairment, in accordance with the Group's accounting policy. The recoverable amounts of cash-generating units have been determined based on their value-in-use and using discounted cash-flow model calculations. These calculations require the use of assumptions.

• impairment of available-for-sale assets and listed equity accounted investees: in determining the amount of impairment for financial assets and equity accounted investees that are listed, the Group has made judgements in identifying financial assets that are impaired due to industry factors or whose decline in fair value below original cost is considered "significant" or "prolonged". A significant decline is assessed based on the decline from acquisition cost of the share price. The higher the percentage decline, the more likely it is likely to be regarded as significant. A prolonged decline is based on the length of the time over which the share price has been depressed below cost. A sudden decline followed by immediate recovery is less likely to be considered prolonged compared to a sustained fall of the same magnitude over a longer period.

8

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

3. OPERATING SEGMENTS

REPORTABLE SEGMENTS

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The operating segments are identified by management based on the manner in which products are sold, the nature of services provided and country of origin. In the prior period, the 2010 segment results are included from the date of acquisition being 28 April 2010 for the WesTrac Group, and 13 May 2010 for Seven Network Limited ("SNL").

• WesTrac Australia - WesTrac Australia is an authorised Caterpillar dealer in Western Australia, New South Wales and the Australian Capital Territory, providing heavy equipment sales and support to customers.

• WesTrac China - operates as one of the four authorised Caterpillar dealers in China, providing heavy equipment sales and support to customers.

• National Hire Group - represents the Group's operations in the manufacture, assembly, sales and support of lighting, power generation and dewatering equipment rental equipment as well as distribution of Perkins engines, via National Hires' investment in Coates Hire Pty Limited, Allight Holdings Pty Ltd and The Sykes Group.

• Media investments - relates to investments in listed and unlisted media organisations, including but not limited to, Seven West Media Limited and Consolidated Media Holdings Limited.

• Other investments - incorporates operations in broadband, telephony, other listed investments and property.

The Group is domiciled in Australia and operates predominantly in two countries, Australia and China. Segment revenues are allocated based on the country in which the customer is located. The WesTrac China segment represents all revenue derived from China.

Accounting policies

The accounting policies used by the Group in reporting segments internally are the same as those described in Note 1.

	WesTrac	WesTrac	National	Media(c)	Other
	Australia	China	Hire	investments	investments	Total
YEAR ENDED 30 JUNE 2011	$’000	$’000	$’000	$’000	$’000	$’000
Segment revenue
Sales to external customers	2,245,209	729,887	135,124	-	52,614	3,162,834
Intersegment sales	24	-	(24)	-	-	-
Segment result
Segment earnings before interest, tax, depreciation
and amortisation (EBITDA)(a)	244,085	34,533	33,579	126,849	14,899	453,945
Depreciation and amortisation	(38,168)	(7,001)	(2,007)	-	(20,594)	(67,770)
Segment earnings before interest and tax (EBIT)(b)	205,917	27,532	31,572	126,849	(5,695)	386,175

(a) Segment EBITDA comprises profit before depreciation and amortisation, net finance costs, tax, net gain on sale of investments, impairment of assets, corporate operating costs and transaction related costs

(b) Segment EBIT comprises segment net operating profit before net finance costs, tax, net gain on sale of investments, impairment of assets, corporate operating costs and transaction related costs

(c) Media investments comprise investments accounted for using the equity method and available-for-sale financial assets

9

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

3. OPERATING SEGMENTS (CONTINUED)

	WesTrac	WesTrac	National	Media	Other
	Australia	China	Hire	investments	investments	Total
YEAR ENDED 30 JUNE 2011	$’000	$’000	$’000	$’000	$’000	$’000
Balance sheet
Investments accounted for using the equity method	14,119	1,256	331,268	1,089,278	46,131	1,482,052
Other segment assets	1,257,689	760,205	183,839	259,965	777,626	3,239,324
Segment assets	1,271,808	761,461	515,107	1,349,243	823,757	4,721,376
Segment liabilities	(440,286)	(165,641)	(50,210)	(8,543)	(32,227)	(696,907)
Other segment information
Capital expenditure	(40,865)	(12,272)	(1,280)	-	(17,143)	(71,560)
Share of results of equity accounted investees
included in segment EBIT	930	149	22,838	118,401	1,270	143,588
Impairment of assets recognised inprofit or loss	(4,131)	-	-	(315,598)	(4,620)	(324,349)
	WesTrac	WesTrac	National	Media	Other
	Australia	China	Hire	investments	investments	Total
PERIOD ENDED 30 JUNE 2010	$’000	$’000	$’000	$’000	$’000	$’000
Segment revenue
Sales to external customers	358,607	155,720	15,834	-	7,423	537,584
Intersegment sales	411	-	(411)	-	-	-
Segment result
Segment earnings before interest, tax, depreciation
and amortisation (EBITDA)(a)	40,365	8,049	2,557	10,761	(1,580)	60,152
Depreciation and amortisation	(5,840)	(1,187)	(193)	-	(4,517)	(11,737)
Segment earnings before interest and tax (EBIT)(b)	34,525	6,862	2,364	10,761	(6,097)	48,415
Balance sheet
Investments accounted for using the equity method	13,187	-	312,960	1,344,164	54,376	1,724,687
Other segment assets	965,751	755,058	81,900	29,608	533,495	2,365,812
Segment assets	978,938	755,058	394,860	1,373,772	587,871	4,090,499
Segment liabilities	(293,368)	(125,576)	(18,456)	-	(54,678)	(492,078)
Other segment information
Capital expenditure	(4,173)	(1,481)	(977)	-	(6,611)	(13,242)
Share of results of equity accounted investees
included in segment EBIT	803	-	2,702	10,761	-	14,266

10

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

3. OPERATING SEGMENTS (CONTINUED)

3. OPERATING SEGMENTS (CONTINUED)
	2011	2010
Reconciliation of segment EBIT to netprofit before taxper consolidated income statement	$’000	$’000
Segment net operating profit before net finance costs and tax (EBIT)	386,175	48,415
Accounting gain on acquisition of Seven Network Limited	-	726,343
Corporate operating costs & transaction related costs	(33,151)	(37,155)
Net gain on sale of investments and equity accounted investees	58,679	-
Impairment of equity accounted investees	(305,648)	-
Impairment of non-current assets	(18,701)	-
Net finance costs	(54,963)	(13,134)
Profit before taxper consolidated income statement	32,391	724,469
	2011	2010
Reconciliation of segment operating assets to total assetsper statement of financialposition	$’000	$’000
Segment operating assets	4,721,376	4,090,499
Corporate cash holdings	71,145	455,205
Current tax assets	13,123	-
Deferred tax assets	10,616	-
Derivative financial instruments	2,587	-
Assets held at corporate level	4,620	5,385
Total assetsper statement of financialposition	4,823,467	4,551,089

The total of non-current assets other than financial instruments and deferred tax assets (there are no employment benefit assets and rights arising under insurance contracts) located in Australia is $2,805,630,000 (2010: $2,499,641,000). The total of non-current assets located in China is $661,450,000 (2010: $450,641,000). Segment assets are allocated to countries based on where the assets are located.

	2011	2010
Reconciliation of segment operating liabilities to total liabilitiesper statement of financialposition	$’000	$’000
Segment operating liabilities	(696,907)	(492,078)
Liabilities held at corporate level	(35,556)	(1,402)
Derivative financial instruments	(122,057)	(17,409)
Current borrowings	(347,133)	(302,234)
Non current borrowings	(561,124)	(383,989)
Deferred tax liabilities	(378,768)	(473,832)
Total liabilitiesper statement of financialposition	(2,141,545)	(1,670,944)

==> picture [120 x 32] intentionally omitted <==

4. NET FINANCE EXPENSE

	From
	incorporation to
	2011 30 June 2010
	$’000 $’000
FINANCE INCOME Interest income on bank deposits Other
	4,028 3,003
	3,394 715
Total finance income	7,422 3,718
FINANCE COSTS Interest expense Borrowingcosts	(51,891) (11,036) (10,494) (5,816)
Total finance costs	(62,385) (16,852)
Net finance expense	(54,963) (13,134)

11

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

5. INCOME TAX

		From
		incorporation to
	2011	30 June 2010
	$’000	$’000
INCOME TAX BENEFIT/(EXPENSE)
Current tax expense:
Current period	(55,290)	(11,013)
Adjustment forpriorperiods	(1,499)	-
	(56,789)	(11,013)
Deferred tax benefit due to origination and reversal of temporarydifferences	104,311	5,286
Total income tax benefit/(expense) in statement of comprehensive income	47,522	(5,727)
RECONCILIATION BETWEEN TAX EXPENSE AND
PRE-TAX ACCOUNTING PROFITS:
Income tax using the domestic corporation tax rate 30%	(9,717)	(217,341)
Accounting gain on acquisition of Seven Network Limited, not taxable	-	217,903
Change in recognition of deferred tax assets	-	(468)
Remeasurement of deferred tax assets & deferred tax liabilities	14,465	(6,695)
Franked dividends	9,411	-
Share of associates' net profit	6,994	(1,733)
Taxable capital gain	(17,250)	-
Non-assessable tax group income	18,902	(272)
Non-deductible tax group expenses	(3,150)	-
Other non-taxable/non-deductible items	5,957	3,381
Income tax benefit/(expense) under a tax sharing agreement	22,344	(1,268)
Under provided in prior periods	(1,499)	-
Difference in overseas tax rates	1,065	766
Income tax benefit/(expense)	47,522	(5,727)
DEFERRED INCOME TAX RECOGNISED DIRECTLY IN EQUITY
Relating to available-for-sale financial assets	8,721	(7,207)
Relatingto cash flow hedge reserve	3,502	(2,353)
Total deferred income tax recognised directly in equity	12,223	(9,560)

12

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

5. INCOME TAX (CONTINUED)

DEFERRED TAX ASSETS & LIABILITIES	Opening	Recognised	Recognised		Closing
	balance	in profit	in equity	Other	balance
YEAR ENDED 30 JUNE 2011	$’000	$’000	$’000	$’000	$’000
Investments	(500,492)	96,971	8,721	-	(394,800)
Derivative financial instruments	(13,719)	(3,017)	3,502	-	(13,234)
Inventories and receivables	(8,885)	(5,518)	-	-	(14,403)
Intangible assets	(4,201)	(607)	-	-	(4,808)
Property, plant & equipment	(13,865)	1,191	-	-	(12,674)
Trade & other payables	10,608	(2,893)	-	-	7,715
Prepayments	-	12,498	-	-	12,498
Provisions	34,460	2,757	-	-	37,217
Tax losses - revenue - SGH tax consolidated group	27,493	(11,356)	-	(16,137)	-
Tax losses - capital	15,976	(1,205)	-	(14,771)	-
Transaction costs deducted over 5 years	10,063	3,446	-	-	13,509
Other	(14,667)	12,044	-	3,451	828
Net tax liability	(457,229)	104,311	12,223	(27,457)	(368,152)
Deferred tax asset					10,616
Deferred tax liability					(378,768)
Net deferred tax liability					(368,152)

	Recognised on
	acquisition of
	controlled entities/	Recognised	Closing
	in profit	in equity	balance
PERIOD ENDED 30 JUNE 2010	$’000	$’000	$’000
Investments	(493,285)	(7,207)	(500,492)
Derivative financial instruments	(11,366)	(2,353)	(13,719)
Inventories and receivables	(8,885)	-	(8,885)
Intangible assets	(4,201)	-	(4,201)
Property, plant & equipment	(13,865)	-	(13,865)
Trade & other payables	10,608	-	10,608
Provisions	34,460	-	34,460
Tax losses - revenue - SGH tax consolidated group	27,493	-	27,493
Tax losses - capital	15,976	-	15,976
Transaction costs deducted over 5 years	10,063	-	10,063
Other	(14,667)	-	(14,667)
Net tax liability	(447,669)	(9,560)	(457,229)
Deferred tax asset			16,603
Deferred tax liability			(473,832)
Net deferred tax liability			(457,229)

As at 30 June 2011, the Group had not recognised deferred tax assets of $121,608,000 (2010: $96,569,000) in respect of deductible temporary differences relating to unrealised capital losses as it was not probable that future capital gains will be against which it could utilise the benefits therefrom.

As at 30 June 2011, the Group has not recognised deferred tax liabilities of $82,376,000 (2010: $2,819,000) in respect of assessable temporary differences in relation to investments in subsidiaries where management controls the timing of reversal of the temporary difference and the temporary difference is not expected to reverse in the foreseeable future.

13

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

6. DIVIDENDS

	Date of	Franked /		Amount	Total
YEAR ENDED 30 JUNE 2011	payment	unfranked		per share	$’000
DIVIDENDS PAID
Ordinary shares
Final dividend in respect of 2010 year	22-Oct-10	Franked	$	0.18	54,974
Interim dividend	15-Apr-11	Franked	$	0.18	54,974
					109,948
Transferable Extendable Listed Yield Shares (“TELYS4”)
Dividend	30-Nov-10	Franked	$	3.40	16,898
Dividend	31-May-11	Franked	$	3.49	17,324
					34,222
Subsequent event
Current period final dividend on ordinary shares
proposed but not provided
Ordinary shares
Final dividend in respect of 2011year	14-Oct-11	Franked	$	0.18	55,154
Balance of franking account at 30%					37,906
	Date of	Franked /		Amount	Total
PERIOD ENDED 30 JUNE 2010	payment	unfranked		per share	$’000
DIVIDENDS PAID
Ordinary shares
Final dividend			$	-	-
Interim dividend			$	-	-
Transferable Extendable Listed Yield Shares (“TELYS4”)
Dividend	31-May-10	Franked	$	2.42	11,989
Ordinary shares
Final dividend in respect of 2010year	22-Oct-10	Franked	$	0.18	54,974
Balance of franking account at 30%					33,431
The above amount represents the balance of the dividend franking account as at the reporting date, adjusted for:
(a) franking credits that will arise from the payment of current tax liabilities;
(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting		date;
(c) franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated
group at the reporting date; and
(d) frankingcredits that the entitymaybeprevented from distributingin subsequentyears.

The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the balance sheet date but not recognised as a liability is to reduce it by $23,637,000 (2010: $23,560,000).

14

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

7. EARNINGS PER SHARE

		From
		incorporation to
	2011	30 June 2010
	$’000	$’000
EARNINGS RECONCILIATION
Net profit attributable to equity holders of the Company	70,412	718,034
Allocated earnings to category of share:
- Ordinary shares	36,126	714,907
- TELYS4	34,286	3,127
	70,412	718,034
Weighted average number of shares
Number for basic earnings per share:
- Ordinary shares	305,571,925	122,015,245
- TELYS4	4,963,640	3,860,609
Effect of share options on issue:
- Ordinary shares	584,969	-
Number for diluted earnings per share:
- Ordinary shares	306,156,894	122,015,245
- TELYS4	4,963,640	3,860,609
Statutory earnings per share
Ordinary shares - total earnings per share from continuing operations:(a)
- Basic ($)	0.12	5.87
- Diluted ($)	0.12	5.87
TELYS4 - total earnings per TELYS4:
- Basic ($)	6.91	0.81
- Diluted ($)	6.91	0.81

(a) In relation to the prior period, the Company's incorporation date of 12 February 2010 was used to determine the weighted average number of shares on issue for statutory EPS. If the weighted average number of shares was calculated from the Company's first day of operations, being 28 April 2010, the weighted average number of shares on issue would have been 263,096,885, resulting in a basic and diluted adjusted EPS of $2.72.

Of the 5,775,000 (2010: 6,875,000) options exercisable at 30 June 2011, 3,525,000 are dilutive. The weighted average number of dilutive shares is 584,969 (2010: nil). As at 30 June 2011, 2,250,000 (2010: 6,875,000) options were anti-dilutive and have not been included in the above diluted earnings per share calculation.

15

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

7. EARNINGS PER SHARE (CONTINUED)

		From
		incorporation to
	2011	30 June 2010
EARNINGS PER SHARE FROM CONTINUING OPERATIONS EXCLUDING SIGNIFICANT ITEMS	$’000	$’000
Ordinary shares - total earnings per share from continuing operations excluding
significant items:(b)(c)
- Basic ($)	0.67	0.09
- Diluted ($)	0.67	0.09

(b) Significant items is comprised of impairment of equity accounted investees and non-current assets, transaction costs related to acquisition of Seven Network Limited, write-off of capitalised borrowing costs, net gain on sale of investments and equity accounted investees, accounting gain on acquisition of Seven Network Limited and any income tax benefit of significant items.

(c) The weighted average number of shares used to calculate total earnings per share from continuing operations excluding significant items for the prior period is 263,096,885 as described above in (a).

Earnings per share from continuing operations excluding significant items is calculated as follows:

		From
		incorporation to
	2011	30 June 2010
	$’000	$’000
Net profit attributable to equity holders of the Company	70,412	718,034
Significant items:
Add: impairment of equity accounted investees	305,648	-
Add: impairment of non-current assets	18,701	-
Add: transaction costs related to acquisition of Seven Network Limited	-	35,828
Add: write-off of capitalised borrowing costs included in net finance costs	-	5,488
Less: net gain on sale of investments	(58,679)	-
Less: accounting gain on acquisition of Seven Network Limited	-	(726,343)
Less: income tax benefit relatingto significant items	(97,305)	(5,571)
Net profit attributable to equity holders of the Company excluding significant items	238,777	27,436
Allocated earnings excluding significant items to category of share:
- Ordinary shares	204,491	24,309
- TELYS4	34,286	3,127
	238,777	27,436

16

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

8. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

	2011 2010 $’000 $’000
Investments in associates and jointly controlled entities	1,482,052 1,724,687
2011 2010 Country of Balance Ownership Ownership Investee Principal activities incorporation date interest interest
EQUITY ACCOUNTED INVESTMENTS AND JOINTLY CONTROLLED ENTITIES Adelaide Broadcast Property Pty Limited Property management Australia 30-Jun 40.0% 40.0% Adelaide Broadcast Property Trust Property management Australia 30-Jun 40.0% 40.0% Apac Energy Rental Pte Limited Rental services Singapore 31-Dec 20.0% 20.0% Consolidated Media Holdings Limited Media Australia 30-Jun 24.4% 22.4% Energy Power Systems Australia Distribution and rental of Australia 30-Jun 40.0% 40.0% Pty Limited CAT engine products Flagship Property Holdings Pty Limited Property management Australia 31-Dec 46.8% 46.8% Mo's Mobiles Pty Limited Mobile phone retailer Australia 30-Jun 25.0% 25.0% P2 Pty Limited Dormant Australia 30-Jun 50.0% 50.0% P4 Pty Limited Dormant Australia 30-Jun 50.0% 50.0% Premier Capital Developments Pty Ltd Property management Australia 30-Jun 25.0% 25.0% Revy Investments Pty Limited Property management Australia 30-Jun 25.0% 25.0% Revy Investments Trust Property management Australia 30-Jun 25.0% 25.0% Sydney Broadcast Property Pty Ltd Property management Australia 30-Jun 40.0% 40.0% Sydney Broadcast Property Trust Property management Australia 30-Jun 40.0% 40.0% Vuecast Operations Pty Limited ** Programme production Australia 30-Jun 50.0% 50.0%
West Australian Newspapers Holdings Limited Media Australia 30-Jun - 23.8% Seven West Media Limited Media Australia 30-Jun 29.6% -
Coates Group Holdings Pty Limited** Rental services Australia 30-Jun 46.1% 46.1% Seven Media Group Pty Limited Media Australia 30-Jun - 45.0%

• • in the prior period the company determined its interest in Seven Media Group Pty Limited (SMG) was 45% after considering vesting conditions for options issued under SMG’s Management Equity Plan including options issued during the period ended 30 June 2010. On 12 April 2011 the remaining 55% of SMG was acquired. Concurrently, the operational subsidiaries of SMG were sold to West Australian Newspapers Holdings Limited. Refer to 'Creation of Seven West Media Limited' below for further information.

** - entity was placed into Member's Voluntary Liquidation on 17 June 2011.

*** - interest held by National Hire Group Limited, which is 66.2% owned by WesTrac Pty Ltd. Effective interest is 30.52%.

ASSOCIATED AND JOINTLY CONTROLLED ENTITIES

	From incorporation to 2011 30 June 2010 $’000 $’000
SHARE OF INVESTEES' NET PROFIT Share of operating profit before tax Share of income tax expense
	157,814 16,081
	(14,226) (1,815)
Share of net profit of equity accounted investees	143,588 14,266

17

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

1. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)

Book value Market value YEAR ENDED 30 JUNE 2011 $’000 $’000	Book value Market value YEAR ENDED 30 JUNE 2011 $’000 $’000
MARKET VALUES OF LISTED INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Consolidated Media Holdings Limited(b) 358,385 358,385 Seven West Media Limited(a)(b) 730,893 730,893
Book value Market value PERIOD ENDED 30 JUNE 2010 $’000 $’000
MARKET VALUES OF LISTED INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Consolidated Media Holdings Limited 424,511 West Australian Newspapers Holdings Limited 393,552
	436,653
	336,151

(a) in addition to the equity accounted investment shown above, the company holds 2,500 convertible preference shares in Seven West Media Limited with a carrying value of $231,399,000 included in other financial assets.

(b) impairment charges for the following listed investments accounted for using the equity method were recognised in profit or loss during the year ended 30 June 2011:

		From
		incorporation to
	2011	30 June 2010
IMPAIRMENT OF INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD	$’000	$’000
Consolidated Media Holdings Limited	(66,578)	-
Seven West Media Limited	(239,070)	-
Total impairment of investments accounted for using the equity method	(305,648)	-

The Group received dividends of $46,521,000 from its investments in equity accounted investees during the year ended 30 June 2011 (2010: nil). $33,157,000 was received in cash, with the balance received in the form of additional shares as a result of participation in a dividend reinvestment plan.

CREATION OF SEVEN WEST MEDIA LIMITED

As announced on 21 February 2011, Seven Group Holdings Limited (SGH) reached an agreement with West Australian Newspapers Holdings Limited (WAN) to create Seven West Media Limited (SWM). The transaction involved WAN acquiring 100% of SGH’s interest in the Seven Media Group business in return for 29.6% equity and $250,000,000 convertible preference shares in SWM. Separately SGH sold its existing stake in WAN. A net realised gain of $54,243,000 in relation to this transaction was recognised in net gain on sale of investments and equity accounted investees in the Consolidated Income Statement for the year ended 30 June 2011, representing a gain on disposal of Seven Media Group of $158,061,000 and a loss on disposal of West Australian Newspapers Holdings Limited of $103,818,000.

18

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

9. INTEREST BEARING LOANS AND LIABILITIES

	2011	2010
	$’000	$’000
CURRENT
Interest bearing liabilities	340,902	276,226
Fixed term US dollar notes	-	19,946
Bank overdrafts used for cash management purposes	5,901	5,534
Finance lease liabilities	330	528
	347,133	302,234
NON-CURRENT
Interest bearing liabilities	155,977	13,721
Finance lease liabilities	1,736	1,767
Fixed term US dollar notes	405,066	369,588
Less: capitalised borrowingcosts net of accumulated amortisation	(1,655)	(1,087)
	561,124	383,989

The current interest bearing liabilities of $340,902,000 (2010: $276,226,000) relate to the Group's working capital facilities. These liabilities are drawn from rolling short dated facilities within Australia ($148,892,000 (2010: $140,026,000)) and China ($192,010,000 (2010: $136,200,000)) and are generally reviewed annually. They have a weighted average interest rate of 7.43% (2010: 7.00%) including margin. Of the amount drawn within Australia, $35,700,000 (2010: $119,300,000) is secured against inventory and receivables with the remaining balance being unsecured. The balance drawn from facilities located in China is unsecured.

At 30 June 2011, the total available borrowing facilities included undrawn loan facilities of $466,694,000 (2010: $297,900,000) and lease facilities of $55,700,000 (2010: $66,500,000). The Group also had access to unutilised short dated lines of credit totalling $230,536,000 (2010: $111,500,000).

19

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

10. CONTRIBUTED EQUITY

	2011	2010
	$’000	$’000
SHARE CAPITAL
306,410,281 ordinary shares, fully paid (2010: 305,410,281)	2,188,687	2,181,687
4,963,640 TELYS4preference shares, fully paid (2010: 4,963,640)	427,165	427,165
Balance at end of the period	2,615,852	2,608,852
MOVEMENTS IN ORDINARY SHARES
Balance at 30 June 2010 (305,410,281 shares)/28 April 2010 (2,000,000 shares)	2,181,687	10,000
Shares issued for acquisition of WesTrac Group (113,000,000 shares)	-	843,951
Shares issued for acquisition of SNL (190,410,281 shares)	-	1,327,736
Shares issued on exercise of options - 21 April 2011 (500,000 shares)	3,500	-
Shares issued on exercise of options - 13 May2011 (500,000 shares)	3,500	-
Balance at end of the period	2,188,687	2,181,687

The company does not have authorised share capital or par value in respect of its issued shares. All issued shares are fully paid.

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and preference shareholders and are fully entitled to any proceeds on liquidation.

MOVEMENTS IN PREFERENCE SHARES	2011	2010
Transferable Extendable Listed Yield Shares – TELYS4	$’000	$’000
Balance at 1 July 2010/28 April 2010	427,165	-
TELYS4 issued to acquire TELYS3 (4,963,640 TELYS)	-	427,165
Balance at end of the period	427,165	427,165

TELYS4 were issued on 13 May 2010 under the TELYS4 Offer Prospectus on a one for one exchange for all TELYS3 previously issued by Seven Network Limited.

Holders are entitled to a preferential non-cumulative floating rate dividend, which is based on Bank Bill Swap Rate for 180 days plus Margin. The Margin is set at 4.75% subject to the Company’s right of Conversion and Exchange. There are no voting rights attached except in limited circumstances, in which case holders will have one vote per TELYS4 held.

	Number	Number
OPTIONS ON ORDINARY SHARES
As at reporting date the number of options exercisable into ordinary shares was as follows:
Options to Directors	1,000,000	5,000,000
Options to other Executives	4,775,000	1,875,000
	5,775,000	6,875,000

20

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

11. RESERVES

11. RESERVES
	Employee				Foreign
	equity	Common	Cash flow	Fair	currency
	benefits	control	hedge	value	translation
	reserve	reserve	reserve	reserve	reserve	Total
YEAR ENDED 30 JUNE 2011	$’000	$’000	$’000	$’000	$’000	$’000
As at 1 July 2010	5,334	(642,586)	6,570	16,817	39,365	(574,500)
Fair value movement on available-for-sale financial assets	-	-	-	27,304	-	27,304
Tax effect of net loss on available-for-sale financial assets	-	-	-	8,721	-	8,721
Impairment of available-for-sale financial asset	-	-	-	2,910	-	2,910
reclassified to profit or loss
Net loss on cash flow hedges	-	-	(20,997)	-	-	(20,997)
Tax effect of net loss on cash flow hedges	-	-	3,502	-	-	3,502
Movement in reserves of associates	734	-	(1,163)	-	-	(429)
Currency translation differences	-	-	-	-	(163,036)	(163,036)
Share basedpayment expense	1,718	-	-	-	-	1,718
At 30 June 2011	7,786	(642,586)	(12,088)	55,752	(123,671)	(714,807)

	Employee				Foreign
	equity	Common	Cash flow	Fair	currency
	benefits	control	hedge	value	translation
	reserve	reserve	reserve	reserve	reserve	Total
PERIOD ENDED 30 JUNE 2010	$’000	$’000	$’000	$’000	$’000	$’000
On incorporation	-	-	-	-	-	-
Acquisition of subsidiary	-	(642,586)	-	-	-	(642,586)
Fair value movement on available-for-sale financial assets	-	-	-	24,024	-	24,024
Tax effect of net gain on available-for-sale financial assets	-	-	-	(7,207)	-	(7,207)
Net gain on cash flow hedges	-	-	8,923	-	-	8,923
Tax effect of net gain on cash flow hedges	-	-	(2,353)	-	-	(2,353)
Currency translation differences	-	-	-	-	39,365	39,365
Share based payment expense	1,836	-	-	-	-	1,836
Replacement of share options related to business	3,498	-	-	-	-	3,498
combination
At 30 June 2010	5,334	(642,586)	6,570	16,817	39,365	(574,500)

Employee equity benefits reserves

This reserve is used to record the value of equity benefits provided to employees and Directors as part of their remuneration.

Common control reserve

In the prior period the acquisition of WesTrac Group by the Company was accounted for as a common control transaction. As a consequence, the difference between the fair value of the consideration paid and the existing book values of assets and liabilities of the WesTrac Group were debited to a common control reserve. Upon disposal of all interests in WesTrac Group by the Group this reserve would be transferred to retained earnings.

Cash flow hedge reserve

This reserve records the effective portion of the cumulative net change in fair value of hedging instruments related to cash flow hedged transactions that have not yet occurred.

Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired.

Foreign currency translation reserve

This reserve records the foreign currency differences arising from the translation of the financial statements of foreign operations.

21

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

Notes to the Preliminary Final Report

12. ACQUISITIONS OF CONTROLLED ENTITIES

ACQUISITIONS

Acquisition of Sykes Group

On 23 November 2010, Allight Holdings Pty Ltd, a wholly owned subsidiary of National Hire Group Limited, acquired 100% of the issued share capital of Pump Rentals Pty Ltd ("Sykes Group"). The Sykes Group is a major player in Australia's pump market and has extended its reach into major manufacturing and construction markets around the world. The Sykes Group specialise in design, manufacture and application of standard and custom built pumping equipment for some of the most challenging mining and construction environments in the world. The acquisition brings together a portfolio of world class light, power, air and water brands, which will underlie Allight's bid to capture an even bigger share of the world mining and construction markets.

The acquired business contributed revenues of $34,658,000 and net profit of $3,603,000 to the Group for the period from 25 November 2010 to 30 June 2011. If the acquisition had occurred on 1 July 2010, consolidated revenue of $55,994,000 and consolidated profit of $4,337,000 for the period ended 30 June 2011 would have been recognised. These amounts have been calculated using the Group's accounting policies and by adjusting the results of the subsidiary to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 July 2010, together with the consequential tax effects.

The following summarises the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:

liabilities assumed at the acquisition date:
	2011
Consideration	$’000
Cash paid	43,000
Overdraft acquired	1,093
Contingent consideration	11,159
Total consideration	55,252

Identifiable assets acquired and liabilities assumed	$’000
Trade receivables	7,163
Inventories	9,669
Deferred tax assets	628
Intangible assets	5,435
Plant and equipment	3,970
Trade payables	(2,577)
Provision for employee benefits	(1,668)
Unfavourable contracts	(727)
Other current assets	165
Other current liabilities	(251)
Fair value of net identifiable assets	21,807
Goodwill on acquisition	$’000
Total consideration transferred for accounting purposes at fair value	55,252
Provisional fair value of identifiable net assets	(21,807)
Goodwill on acquisition	33,445

The goodwill is attributable to Pump Rental Pty Ltd's strong position and profitability in trading in the pumps market and synergies expected to arise after the acquisition.

22

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

12. ACQUISITIONS OF CONTROLLED ENTITIES (CONTINUED)

Cash flow	$’000
Bank overdraft acquired	1,093
Considerationpaid in cash	43,000
Net consolidated cash flow	44,093

In the event that certain pre determined sales volumes were achieved by the business and legal releases occurring, an additional consideration of up to $12,000,000, which on a probability and discounted cash flow basis has been determined to be $11,159,000 will be payable in cash. At the date of this financial report the additional payments are anticipated and have been included in the current and non current liabilities. The additional payment is included as a component of the purchase price.

ACQUISITION COSTS

Acquisition related costs of $1,976,000 are included in other expenses in the Consolidated Income Statement.

CONTINGENT CONSIDERATION

A total of $7,000,000 is payable as deferred consideration, payment of which is conditional upon the vendors finalising the transfer out of the Sykes Group of certain assets that did not form part of the Sykes Group business and obtaining full and final releases of the Sykes Group for any liabilities relating to those assets (Asset Transfer and Release). This amount had not been paid as at 30 June 2011, however payment is expected to occur within the next 6 months.

A maximum of $5,000,000 may become payable as further consideration for the acquisition of the Sykes Group business if the combined Allight/Sykes Group business satisfies certain EBIT hurdles before 31 December 2012. The potential undiscounted amount of all future payments that the group could be required to make under this arrangement is between $0 and $5,000,000. The fair value of the contingent consideration arrangement of $4,159,000 was estimated by applying the income approach.

23

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

12. ACQUISITIONS OF CONTROLLED ENTITIES (CONTINUED)

ACQUISITIONS IN PERIOD ENDED 30 JUNE 2010

Acquisition of WesTrac Holdings Pty Limited

On 28 April 2010 the Group purchased 100% of the share capital of WesTrac Holdings Pty Limited, an unlisted company based in Australia.

The consideration transferred for accounting purposes was $843,951,000 and was fully comprised of ordinary shares in Seven Group Holdings Limited ("SGH"). The Group issued 113,000,000 ordinary shares with a value for accounting purposes of $7.4686 each, based on the weighted average quoted price of the shares of Seven Network Limited ("SNL"), at the date of exchange.

As described in Note 1(G) of the Seven Group Holdings Limited 2010 Annual Report, the acquisition of WesTrac Group was accounted for as a common control transaction and as such the accounting and disclosure requirements of AASB 3 Business Combinations did not apply to this transaction.

As a common control transaction, the acquisition did not reflect the fair value of assets and liabilities acquired or any recording of additional goodwill at the time of the acquisition of WesTrac Group. The assets and liabilities were acquired at the book values of WesTrac Group at 28 April 2010. The difference between the fair value of the consideration given and the carrying value of the assets and liabilities acquired were recognised as a common control reserve.

	2010
Identifiable assets acquired and liabilities assumed	$’000
Property, plant and equipment	135,819
Distribution network and other intangibles	470,650
Investments accounted for using the equity method	319,028
Inventories	588,554
Trade and other receivables	416,212
Deferred tax asset	69,818
Cash and cash equivalents	80,411
Interest bearing loans and borrowings	(1,229,984)
Deferred tax liabilities	(81,456)
Provisions	(54,274)
Current tax liability	(1,677)
Trade and other payables	(280,826)
Deferred income	(45,190)
Derivative financial instruments	(49,663)
Total net identifiable assets	337,422
Common control reserve	$’000
Book value of identifiable net assets	337,422
Non-controllinginterest in identifiable acquired net assets	(136,057)
Book value of net assets acquired	201,365
Total consideration transferred for accounting purposes at fair value	(843,951)
Common control reserve	(642,586)
Cash inflow	$’000
Net cash acquired within subsidiary	80,411
Considerationpaid in cash	-
Net consolidated cash inflow	80,411

24

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

12. ACQUISITIONS OF CONTROLLED ENTITIES (CONTINUED)

Acquisition of Seven Network Limited

On 13 May 2010 the Group acquired 100% of the issued capital of SNL, a listed company based in Australia.

During the period 13 May to 30 June 2010, SNL contributed revenue of $7,423,000 and a net loss before tax of $267,336.

The following summarises the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:

liabilities assumed at the acquisition date:
	2010
Consideration	$’000
Ordinary shares (190,410,281 shares)	1,327,736
TELYS4 issued at fair value (4,963,640 shares)	427,165
Replacement share basedpayment awards - value ofpast service	3,498
Total consideration	1,758,399

The fair value of the ordinary shares and TELYS4 for accounting purposes was based on the volume weighted average listed share price of SGH at $6.973 per share and $86.058 per TELYS at the date of exchange.

The Group recognised the fair values of the identifiable assets and liabilities of SNL based upon the best information available as of the reporting date. The accounting for the business combination was as follows:

	2010
Identifiable assets acquired and liabilities assumed	$’000
Property, plant and equipment	70,656
Licences and software	75,785
Investments accounted for using the equity method	1,387,060
Other investments	382,799
Inventories	1,279
Trade and other receivables	2,491
Other assets	24,456
Cash and cash equivalents	1,045,712
Interest bearing loans and borrowings	(5,780)
Deferred tax liabilities	(432,188)
Provisions	(2,995)
Trade and other payables	(56,039)
Deferred income	(7,322)
Fair value of net identifiable assets	2,485,914
	2010
Accounting gain on acquisition	$’000
Total consideration transferred for accounting purposes at fair value	(1,758,399)
Fair value of identifiable net assets	2,485,914
Non-controllinginterest in identifiable acquired net assets	(1,172)
Gain on acquisition	726,343

The gain on acquisition of SNL was calculated as the difference between the cost of the acquisition, being the fair value of the equity instruments issued by SGH and the fair value of the identifiable assets acquired and liabilities assumed.

The fair values of the assets acquired were determined by independent experts in accordance with the relevant valuation practices appropriate for each asset. Liabilities assumed were recognised at SNL's book value, which approximated their fair values on the acquisition date.

25

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

12. ACQUISITIONS OF CONTROLLED ENTITIES (CONTINUED)

Acquisition of Seven Network Limited (continued)

Acquisition of Seven Network Limited (continued)
	2010
Cash inflow	$’000
Net cash acquired within subsidiary	1,045,712
Considerationpaid in cash	-
Net consolidated cash inflow	1,045,712
Cash acquired from acquisition of subsidiaries	$’000
WesTrac Group	80,411
SNL	1,045,712
Total cash acquired from acquisition of subsidiaries	1,126,123

ACQUISITION COSTS

During the prior period, the Group incurred acquisition related costs of $35,828,000 relating to external legal fees and due diligence costs. These legal fees and due diligence costs have been included in other expenses in the Group's Consolidated Income Statement.

26

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

13. COMMITMENTS

	2011	2010
	$’000	$’000
Capital expenditure commitments
Payable:
Not later than one year	23,261	26,543
Finance lease commitments
Payable:
Not later than one year	1,368	889
Later than one year but not later than five years	1,800	1,686
Later than fiveyears	1,685	2,081
Minimum lease payments (a)	4,853	4,656
Less future finance charges	(2,787)	(2,361)
	2,066	2,295
Operating lease commitments (b)
Payable:
Not later than one year	48,353	37,563
Later than one year but not later than five years	199,673	102,237
Later than fiveyears	237,900	95,517
	485,926	235,317
Other operating commitments (c)
Payable:
Not later than one year	6,710	7,089
Later than oneyear but not later than fiveyears	2,465	7,468
	9,175	14,557
Other commitments (d)
Payable:
Not later than oneyear	-	292,860
	-	292,860

• (a) Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual value.

• (b) The Group leases various offices and sites under non-cancellable operating leases. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

• (c) Other operating commitments includes commitments for operating expenses and acquisitions of inventory contracted for at the reporting date but not recognised as liabilities.

(d) Other commitments in the prior period related to the Group's contractual obligation to invest in Agricultural Bank of China. This commitment was settled in July 2010.

27

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

14a. CASH AND CASH EQUIVALENTS

		2011	2010
	Note	$’000	$’000
Bank balances		62,145	126,404
Call deposits		9,000	328,801
Cash and cash equivalents		71,145	455,205
Bank overdrafts used for cash managementpurposes	9	(5,901)	(5,534)
Cash and cash equivalents in the cash flow statement		65,244	449,671

14b. NOTES TO THE CASH FLOW STATEMENT

	2011	2010
	$’000	$’000
Reconciliation of profit for the period to net cash flows related to
operating activities:
Profit after tax	79,913	718,742
Depreciation and amortisation:
Property, plant and equipment	52,540	8,733
Intangible assets	15,230	3,004
Other	156	26
Accounting gain on acquisition of Seven Network Limited	-	(726,343)
Transaction costs associated with acquisition of WesTrac Group & Seven Network Limited	-	35,249
Transaction costs associated with acquisition of Sykes Group	1,976	-
Share option expense	1,718	-
Gain on sale of investments and equity accounted investees	(58,679)	-
Gain on sale of non-current assets	(481)	-
Impairment of non-current assets	18,701	-
Impairment of equity accounted investees	305,648	-
Fair value movement of derivatives	5,374	-
Share of results from equity accounted investees	(143,588)	(14,266)
Dividends received from associates	33,157	-
Foreign exchange loss	(349)	1,568
Other	4,966	7,606
Movement in:
Trade and other receivables	(130,806)	(2,742)
Inventories	(358,445)	(112,267)
Other assets	(4,366)	(23,879)
Trade and other payables	254,230	33,484
Provisions	8,008	1,517
Tax balances	(113,777)	27,406
Net operating cash flows	(28,874)	(42,162)
NON CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of WesTrac Group via issue of equity instruments	-	843,951
Acquisition of SNL via issue of equity instruments	-	1,754,901
Acquisition of equityaccounted investees - dividend reinvestmentplan	13,364	-
Total non cash investing and financing activities	13,364	2,598,852

28

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

15. EVENTS SUBSEQUENT TO BALANCE DATE

On 1 July 2011, SGH acquired the minority interests in EMT Group Pty Limited and Mining Equipment Spares Pty Limited. Both entities became wholly owned subsidiaries as at this date.

On 8 August 2011, the securities of a Group subsidiary, Engin Limited, were removed from the official list of ASX Limited. This followed completion of Engin Limited's return of capital and cancellation of all shares other than shares held by another Group subsidiary. Engin became a wholly owned subsidiary of the Group as at this date.

In July 2011, the Group issued notes denominated in US currency of USD$155,000,000 and AUD of $48,828,000. The proceeds of these notes were partly used to pay down current debt. The US denominated notes are hedged by cross currency swaps. USD$100,000,000 of US denominated notes have been further hedged by interest rate swaps at a weighted average interest rate of 6.68%. Maturity of the notes is between 12 to 30 years.

DECLINE IN SHARE PRICES OF LISTED INVESTMENTS

Subsequent to 30 June 2011 there has been increased volatility in global share markets, and as a result the market value of SGH’s listed investments has declined from what is presented in this preliminary final report. At 24 August 2011 the market value of listed investments, compared to the market value at 30 June 2011, and other related derivatives were as follows:

	Market value		Market value
	at 24 August 2011	at	30 June 2011
Listed investments (available-for-sale)	651,620		652,286
Listed investments accounted for using	884,369		1,089,278
the equity method (refer to Note 8)
Derivative financial instruments	(25,828)		(10,509)
linked to shareprices(current liability)
	1,510,161		1,731,055

29

Notes to the Preliminary Final Report

SEVEN GROUP HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

AUDIT

This report is based on accounts which are in the process of being audited.

==> picture [119 x 44] intentionally omitted <==

Warren Coatsworth Company Secretary

Date: 25 August 2011

30

==> picture [343 x 83] intentionally omitted <==

Seven Group Holdings Limited (SGH) announces financial results .

Key Highlights:

• Successful merger of Seven Media Group with West Australian Newspapers Holdings to form Seven West Media

• SGH now holds 29.6 per cent of Seven West Media with an additional $250 million Convertible Preference Shares

• WesTrac records strong growth in Australia and China

• WesTrac EBIT exceeds FY2011 pro forma forecasts by 20 per cent

• WesTrac Revenue: $2.99 billion up 31 per cent year-on-year

• WesTrac EBITDA: $278 million up 48 per cent year-on-year

• WesTrac EBIT: $233 million up 52 per cent year-on-year

• Significant items of $168 million after tax loss include 30 June impairment of listed investments to 30 June market value

• 18 cents fully-franked dividend payable in October taking to 36 cents per share the full year dividend

25 August 2011 --- Seven Group Holdings Limited (SGH) today reported earnings before interest, tax and depreciation and amortisation (EBITDA) of $420.8 million on total revenue of $3,371.2 million. Earnings before interest and taxation (EBIT) are $353.0 million for the financial year.

Profit before taxation (excluding significant items) is $298.0 million and net profit after taxation (excluding significant items) is $248.3 million.

==> picture [24 x 27] intentionally omitted <==

==> picture [79 x 29] intentionally omitted <==

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

The result was underpinned by total trading revenue of $3,162.8 million, being 31 per cent higher than the pro forma 2010 result. The result was driven by SGH’s strongly performing core businesses: WesTrac and National Hire.

Seven West Media was formed following West Australian Newspapers Holdings shareholder approval for that company to acquire Seven Media Group from SGH and KKR and create Seven West Media. SGH has a 29.6 per cent shareholding in Seven West Media, now one of the largest media companies listed on the Australian Securities Exchange.

Today’s result reflects SGH’s sale of its shareholding in Seven Media Group to West Australian Newspapers earlier this year, and the writing down of investments, including Seven West Media and Consolidated Media Holdings, to reflect share prices of both companies at 30 June 2011. Significant items total a $168.4 million loss net of tax.

EBITDA represents profit before net finance costs and taxation, excluding depreciation, amortisation, impairment and gains on sale of investments.

	Results for year
Financial Results	ended 30 June 2011
Reported profit before tax	$32.4m
Reported profit after tax	$79.9m
Statutory EPS	12 cents
Final Dividend per Ordinary Share	18 cents
Profit before tax (excluding significant items)	$298.0m
Profit after tax (excluding significant items)	$248.3m
EPS (excluding significant items)	67 cents

	Results for year	Pro forma year
Twelve month pro forma results	ended 30 June 2011	ended 30 June 2010
Total revenue & other income	$3,371.2m	$2,498.3m
EBITDA (excluding significant items)	$420.8m	$246.2m
EBIT (excluding significant items	$353.0m	$181.2m
Profit before tax (excluding significant items)	$298.0m	$147.7m
Net Profit after tax (excluding significant items)	$248.3m	N/A

The company reports a profit before taxation of $32.4 million and a net profit after taxation of $79.9 million with profit attributable to shareholders of SGH of $70.4 million.

Meaningful corresponding comparisons on earnings are difficult due to changes in the company’s structure resulting from the one-off effects of both the SGH merger and the recent Seven West Media transaction.

2

Excluding National Hire, SGH delivered annual revenue and other income of $3,212.7 million, up 10 per cent on the pro forma 2011 number contained in the merger scheme documentation for the formation of SGH. SGH recorded EBITDA of $387.2 million, up 24 per cent, EBIT of $321.4 million, up 35 per cent, and net profit after taxation excluding significant items of $221.7 million, up 18 per cent on the forecast 2011 merger scheme documentation respectively.

Net profit after taxation and significant items is $79.9 million.

SGH has net assets of $2,681.9 million, including a listed securities portfolio of $652.3 million, excluding Seven West Media and Consolidated Media Holdings, and $522.4 million in available undrawn facilities at 30 June 2011.

In addition to its 29.6 per cent shareholding in Seven West Media, Seven Group Holdings retains its current 24.4 per cent shareholding in Consolidated Media Holdings (which owns 25 per cent of Foxtel and 50 per cent of Premier Media Group), 100 per cent of industrial equipment business, WesTrac, and 66.2 per cent of National Hire Limited (which owns 46.2 per cent of Coates Hire).

Dividend

A final dividend of 18 cents per share (fully franked) has been declared – taking the total dividend for the 2010-2011 financial year to 36 cents fully franked on ordinary shares.

Review of Operations

WesTrac

WesTrac has out-performed on all key measurements outlined in the merger scheme documents for the formation of SGH.

WesTrac (excluding National Hire) delivered an EBITDA of $278.6 million and EBIT of $233.4 million on revenue and other income of $2,989.5 million across the financial year. 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 $2,256 million – up $620.5 million on the 2010 pro-forma result. EBITDA was $244.1 million – up 50 per cent on the pro forma 2010 result.

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 to $1,232.3 million. The company has also delivered $1,012.9 million in product support revenues – 26 per cent up the pro forma 2010 result.

3

The strong performance sees a strengthening in WesTrac Australia’s EBITDA and EBIT margins over the past twelve months.

While WesTrac China continues to see significant growth driven by high margin sales, the reported performance is impacted by changes in the Australian and US Dollar exchange rate. The company has delivered on revenue, EBITDA and EBIT targets outlined in the merger scheme documentation.

In China, the company delivered an EBITDA of $34.5 million on revenue and other income of $733.5 million. The 2011 result for China has been impacted by the strong Australian Dollar, however revenue and other income increased by 13 per cent and EBITDA increased by 36 per cent on the pro forma 2010 result.

National Hire Group

SGH has a 66.2 per cent shareholding in National Hire Group. National Hire Group has reported NPAT of $26.5 million for the twelve months to June 2011. This includes a $22.8 million share of profit from equity accounted investments (Coates Group). Coates Group delivered revenues of $1,064 million, up 20 per cent on the prior corresponding period. National Hire delivered revenues of $133.5 million – up 57 per cent on the previous financial year.

Media Investments

Seven West Media

SGH’s share of Seven Media Group and West Australian Newspapers results are included up to 11 April 2011 with results incorporated into Seven West Media after that date at the new ownership level. SGH has a 29.6 per cent shareholding in Seven West Media.

Seven West Media has reported a group profit after taxation of $115.1 million and a pro forma EBITDA of $617.5 million – delivering at the upper end of market guidance for EBITDA issued in May 2011. EBITDA is up 12 per cent and EBIT is up 14 per cent on a 4 per cent increase in revenues on the pro forma pcp provided in the documentation for West Australian Newspapers Holdings acquisition of Seven Media Group.

Seven West Media’s television business, the Seven Network, delivered 23 per cent growth in EBITDA, magazine publishing business, Pacific Magazines, delivered 0.9 per cent growth in EBITDA in a challenging market and the company’s online business, Yahoo!7, delivered 14.4 per cent growth in EBITDA. West Australian Newspapers’ EBITDA was slightly down on the 2009-2010 financial year.

4

More Australians watch Seven than any other television network. Seven is the most-watched network for total viewers, 16-39s, 18-49s and 25-54s in primetime on primary channels across the current television year. 7TWO is the most-watched digital channel for total viewers and its people 25+ target audience and 7mate is the most-watched digital channel in its men 16-54 target audience. Seven continues to lead the market in television advertising revenue. Recent industry figures put Seven’s share of the advertising revenue market at 37.6 per cent.

West Australian Newspapers delivered a strong performance despite a challenging market. The West Australian has increased its total readership by 1.3 per cent over the past twelve months consolidating its circulation in a challenging market. Consolidated advertising revenues are up 0.5 per cent on the previous financial year – with strong growth recorded for the company’s radio and regional newspaper businesses.

Over the past twelve months, Seven West Media’s magazine publishing business, Pacific Magazines, has secured the largest circulation share increase of any Australian magazine publishing company. It is the only major publishing company to increase advertising share – up from 26.2 per cent in 2009-2010 to 28.0 per cent in 2010-2011.

Seven West Media’s online and new media presence through Yahoo!7, a joint venture with Yahoo! Inc continues its strong momentum, delivering an EBITDA margin of 39.2 per cent over the past twelve months. EBITDA is up 14.0 per cent on the 2009-2010 financial year.

Consolidated Media Holdings

SGH’s current shareholding in Consolidated Media Holdings is 24 per cent. Consolidated Media owns 50 per cent of subscription television programming company, The Premier Media Group, which owns and operates Fox Sports, Fox Sports News, Speed, Fuel TV and the How To Channel as well as 25 per cent of pay television company Foxtel. Consolidated Media Holdings has reported NPAT of $101.7 million.

Investments

Agricultural Bank of China

The company’s future development in China is underlined by a memorandum of understanding and an investment agreement with the Agricultural Bank of China, one of the four biggest national banks in China – with SGH one of a number of cornerstone investors in the bank’s successful initial public offering in Hong Kong and Shanghai. As part of the investment agreement, WesTrac invested $293 million as a cornerstone investor in the Agricultural Bank of China initial public offering in July 2010. The investment has a carrying value at 30 June 2011 of $297.8 million.

5

Vividwireless

vividwireless’ first phase of development in Perth was successfully launched as the first 4G network in Australia, providing high-speed and affordable wireless broadband, and the company has now completed the next stage in its development with a phased rollout of its business with metropolitan networks in Sydney, Melbourne, Canberra, Adelaide and Brisbane. Vividwireless’s trials of new TD-LTE technology are achieving download speeds in excess of 100Mbps.

Listed Investment Portfolio

SGH’s listed portfolio is an important pool of liquidity available to the group, invested in high yielding listed securities providing income and franking credits.

*Note:

Included in this presentation is data prepared for management of Seven Group Holdings 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 indicative purposes. The company and its employees do not warrant the data and disclaim any liability flowing from the use of this data by any party.

6