SGH LIMITED — Director's Dealing 2011

Oct 10, 2011

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Seven Group Holdings Limited
ABN	46 142 003 469

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Ryan Kerry Stokes
Date of last notice	6 May 2010

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest under the Seven Group Holdings Performance Management Plan trust. Registered holder – Australian Executor Trustees Limited (Seven Group Holdings Equity Incentive A/C)
Date of change	5 October 2011 and 6 October 2011
No. of securities held prior to change	93,000 Seven Group Holdings Limited fully paid ordinary shares (direct interest)
Class	Ordinary shares
Number acquired	22,780 shares acquired at an average purchase price of \$8.2309 per share
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	As above

⁺ See chapter 19 for defined terms.

No. of securities held after change

115,780 Seven Group Holdings Limited fully paid ordinary shares, comprising direct interests in 93,000 shares and indirect interests in 22,780 shares

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

On-market acquisition of ordinary shares by trustee of Seven Group Holdings Performance Management Plan. The shares will vest in three equal annual instalments commencing one year after the grant date. Participants have full beneficial ownership of all shares granted, including dividend and voting rights. Unless the Board determines otherwise, unvested shares are forfeited if the participant leaves the Company's employment (otherwise than due to death, redundancy, retirement, disability or permanent illness)

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable

⁺ See chapter 19 for defined terms.

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

⁺ See chapter 19 for defined terms.