SGH LIMITED — Director's Dealing 2018

Feb 15, 2018

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 GroupHoldings Limited
ABN	46142003469

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	27October2017

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 relevantinterest.	N/a
Date of change	13February2018
No. of securities held prior to change	378,000Seven Group Holdings Limited fullypaidordinaryshares,comprisingdirectinterests in 270,300shares and indirectinterestsin107,700shares,anddirectinterests in 2,500TELYS4
Class	Share rights
Number acquired	33,881

+ See chapter 19 for defined terms.

Number disposed	Nil
Value/Consideration	As described in the 2017Notice of Annual
Note: If consideration is non-cash, provide details and estimatedvaluation	General Meeting, Mr Ryan Stokes is entitled
	to receive $350,000 of share rights;the
	number of share rights to be allocated will
	be 33,881. This has been determined by
	dividing the Grant Value of the Company's
	closing share price on 30 June 2017, adjusted
	to reflect that share rights do not entitle the
	holder to dividends on the underlying shares
	until the share rights vest and shares are
	allocated. The share rights willvest on 1 July
	2018
No. of securities held after change	378,000 Seven Group Holdings Limited fully
	paidordinaryshares,comprisingdirect
	interests in 270,300 shares and indirect
	interestsin107,700shares,anddirect
	interestsin2,500TELYS4anddirect
	interestsin 33,881 share rights
Nature of change	Issue of share rights pursuant to Seven
Example: on-market trade, off-market trade, exercise of options,	GroupHoldingsLimitedShortTerm
issue of securities under dividend reinvestment plan, participation inbuy-back	IncentivePlanandinaccordancewith
	shareholderapprovalobtainedatthe
	Company's Annual General Meeting on 16
	November 2017

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
Name of registered holder(if issued securities)
Date of change

+ See chapter 19 for defined terms.

No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change
+Closed periodPart 3 –
Were the interests in the securities or contracts detailed		No
above traded during a +closed periodwhere prior written
clearance was required?
If so, was prior written clearance provided to allow the trade	Not applicable
to proceed during this period?
If prior written clearance was provided, on what date was this		Not applicable

provided?

+ See chapter 19 for defined terms.