SGH LIMITED — Director's Dealing 2011

Apr 20, 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	Bruce McWilliam
Date of last notice	27 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	Direct interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Not applicable
Date of change	21 April 2011
No. of securities held prior to change	280,447 Seven Group Holdings Limited fully paid ordinary shares 2,000,000 unlisted options over fully paid ordinary shares in Seven Group Holdings Limited
Class	As above
Number acquired	500,000 unlisted options were exercised on 21 April 2011, each with an exercise price of \$7.00
Number disposed	Not applicable

⁺ See chapter 19 for defined terms.

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	As above
No. of securities held after change	780,447 Seven Group Holdings Limited fully paid ordinary shares 1,500,000 unlisted options over fully paid ordinary shares in Seven Group Holdings Limited
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Exercise of options

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	Mr McWilliam has entered into a financing arrangement with Credit Suisse AG secured by a zero cost collar (ZCC). The ZCC consists of put options which have the effect of protecting the value of shares below the current share price in consideration of call options at a premium to the current share price. This transaction runs until 23 May 2012.
Nature of interest	Direct interest
Name of registered holder (if issued securities)	Bruce McWilliam
Date of change	21 April 2011
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	See description in "Detail of Contract" above
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	As above
Interest after change	Not applicable

⁺ See chapter 19 for defined terms.

Part 3 - ⁺Closed period

Were the interests in the securities or contracts detailed $\gamma_{\text{es}}$ above traded during a + closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade $\gamma_{\text{es}}$ to proceed during this period?
If prior written clearance was provided, on what date was this provided?	12 April 2011

⁺ See chapter 19 for defined terms.