SGH LIMITED — Director's Dealing 2020

Jan 30, 2020

31 January 2020

Company Announcements Office Australian Securities Exchange Limited Level 6, 20 Bridge Street Sydney NSW 2000

By electronic lodgment

Total Pages: 3 (including covering letter)

Dear Sir/Madam

Change of Director's Interest

Attached is an Appendix 3Y for Warwick Smith for Seven Group Holding (SGH) ordinary shares sold by his financial advisors as part of an orderly rebalance of his super fund's portfolio.

As a result of an oversight the sale occurred during a closed period. However, Mr Smith was not aware of any materially price sensitive information at the time and has taken steps to ensure that any future dealings by his financial advisers will be strictly in accordance with SGH's Group Directors Share Trading Policy.

Yours faithfully

Warren Coatsworth Company Secretary

Seven Group Holdings Limited | ABN 46 142 003 469

Level 30, 175 Liverpool Street, Sydney NSW 2000 Australia | Postal Address: PO Box 745, Darlinghurst NSW 1300 Australia| Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

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	Warwick Leslie Smith AO
Date of last notice	2 September 2015

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 interest
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	TheWarwickSmithSuperannuationFund (registered holder: HSBC CustodyNominees (Australia) Pty Limited)
Date of change	28 January 2020
No. of securities held prior to change	40,800Seven Group Holdings Limitedfully paid ordinary shares
Class	Ordinary shares
Number acquired	Nil
Number disposed	2,040Seven Group Holdings Limitedfully paid ordinary shares at $20.55 pershare
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	As above

+ See chapter 19 for defined terms.

No. of securities held after change	38,760Seven Group Holdings Limitedfully paid ordinary shares
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Sale of ordinary shares on market

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 which
interest related prior to change
Note: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	Yes
above traded during a +closed periodwhere prior written
clearance was required?
If so,was prior writtenclearance provided to allow the trade	No
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.