SGH LIMITED — Director's Dealing 2012

May 27, 2012

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	13 May 2011

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	22‐25 May 2012
No. of securities held prior to change	1,280,447 Seven Group Holdings Limited fully paid ordinary shares 1,000,000 unlisted options over fully paid ordinary shares in Seven Group Holdings Limited
Class	As above
Number acquired	Not applicable

⁺ See chapter 19 for defined terms.

Number disposed	50,000 fully paid ordinary shares were sold on 22 May 2012, at an average price of \$8.4825 100,000 fully paid ordinary shares were sold on 23 May 2012, at an average price of \$8.3192 150,000 fully paid ordinary shares were sold on 24 May 2012, at an average price of \$8.2024 200,000 fully paid ordinary shares were sold on 25 May 2012, at an average price of \$8.2052
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 1,000,000 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	Sale of fully paid ordinary shares (on expiry of zero cost collar previously disclosed)

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

⁺ See chapter 19 for defined terms.

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	Yes
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade	Yes
to proceed during this period?
If prior written clearance was provided, on what date was this	18 May 2012
provided?

⁺ See chapter 19 for defined terms.