SGH LIMITED — Director's Dealing 2020

Dec 3, 2020

Appendix 3Y Change of Director’s Interest Notice

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 AO
Date of last notice	3 July 2020

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.
Date of change	3 December 2020
No. of securities held prior to change	461,612 Seven Group Holdings Limited fully
	paid ordinary shares, comprising direct
	interests in 342,396 shares and indirect
	interests in 119,216 shares. Direct interests
	in 40,122 share rights.
Class	Share rights
Number acquired	35,247
Number disposed	Nil

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	As described in the 2020 Notice of AnnualGeneral Meeting, Mr Ryan Stokes is entitledto receive $566,824 of share rights; thenumber of share rights to be allocated will be35,247. This has been determined by dividingthe Grant Value by the Company’s 5 dayVWAP (Volume Weighted Average Price) on30 June 2020, adjusted to reflect that sharerights do not entitle the holder to dividends onthe underlying shares until the share rightsvest and shares are allocated. The sharerights will vest on 1 July 2022.
No. of securities held after change	461,612 Seven Group Holdings Limited fullypaid ordinary shares, comprising directinterests in 342,396 shares and indirectinterests in 119,216 shares. Direct interestsin 75,369 share rights.
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Issue of share rights pursuant to the SevenGroup Holdings Limited Short-Term IncentivePlan.

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
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 –[+] Closed period

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

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

• See chapter 19 for defined terms.

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