SGH LIMITED — Director's Dealing 2011

Sep 29, 2011

30 September 2011

Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By Electronic Lodgement

Total Pages: 4

Dear Sir/Madam

APPENDIX 3Y

The attached Appendix 3Y relates to an acquisition of 2,000 Seven Group Holdings Limited ("SGH") Transferable Extendable Listed Yield Shares ("TELYS4") by Bryt Pty Limited ("Bryt"), a company associated with Mr Terry Davis, on 26 and 29 August 2011 (settling on 31 August 2011 and 1 September 2011). For the reasons set out below, an Appendix 3Y was not lodged by SGH within the 5 business day period provided for in ASX Listing Rule 3.19A.2. The change of interest occurred during a designated post-SGH annual results "window", in accordance with SGH's Share Trading Policy.

Mr Davis departed for an extended overseas trip on 1 September 2011, only returning to Sydney this week. Before departing, Mr Davis left specific instruction within his office to advise SGH of these purchases of TELYS4 so that SGH could prepare the appropriate Appendix 3Y and give it to ASX.

However, upon his return, Mr Davis found that SGH had not been so notified of Bryt's purchases. He immediately contacted SGH and the attached Appendix 3Y was promptly prepared.

We note that whilst overseas Mr Davis' mobile computer device lost email functionality. He therefore was not aware of emails sent by SGH during this time which asked for confirmation of any holding of SGH interests, nor did he have email communication available with his office. Accordingly, until his return, he was unable to detect that his instruction had not been followed and that SGH had not been advised of Bryt's purchases.

There has been no previous instance of late lodgement of any notifications of share dealings by Mr Davis.

SGH has the following procedures in place to meet its obligations under Listing Rule 3.19A (and the obligations of directors under s205G of the Corporations Act 2001 (Cth)):

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 procedure for appointment of new directors includes a shareholding check, including confirmation of the new director's SGH shareholding with the registry.
• Directors are obliged to provide SGH with the information required to make its disclosures under Listing Rule 3.19A.
• The procedure for preparation of SGH's Annual Report includes confirmation by directors and senior executives of the number of SGH shares held directly and indirectly by them as at a specified time.

While SGH considers that these procedures are adequate to enable compliance with the relevant obligations, all directors and senior executives are being reminded of their obligations. We are also advised that Mr Davis has reviewed his office procedures and will personally make all necessary notifications to ensure that such an issue does not occur again.

Both SGH and Mr Davis deeply regret this oversight.

Yours faithfully

Warren Coatsworth Company Secretary

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	Terry James Davis
Date of last notice	1 June 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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Bryt Pty Limited
Date of change	26 and 29 August 2011
No. of securities held prior to change	3,500
Class	Seven Group Holdings Limited TELYS4
Number acquired	26 August 2011: 345 at \$88.50 per Seven Group Holdings Limited TELYS4 29 August 2011: 1,655 at \$89.00 per Seven Group Holdings Limited TELYS4
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	As above
No. of securities held after change	5,500 Seven Group Holdings Limited TELYS4

⁺ See chapter 19 for defined terms.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acquisition Limited TELYS4 on-market.	of	Seven	Group	Holdings

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
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	Not applicable
trade to proceed during this period?
If prior written clearance was provided, on what date	Not applicable
was this provided?

⁺ See chapter 19 for defined terms.