SGH LIMITED — Investor Presentation 2012

Apr 11, 2012

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12 April 2012

Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By Electronic Lodgement

Total Pages: 12

Dear Sir/Madam

WESTRAC TO ACQUIRE BUCYRUS IN WA, ACT AND NSW

Please find attached an announcement and Investor Presentation concerning WesTrac’s acquisition of Bucyrus distribution and support business from Caterpillar Inc. in Western Australia, Australian Capital Territory and New South Wales.

Yours sincerely

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Warren Coatsworth Company Secretary

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Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

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WESTRAC TO ACQUIRE BUCYRUS DISTRIBUTION AND SUPPORT BUSINESS FROM CATERPILLAR IN WESTERN AUSTRALIA, AUSTRALIAN CAPITAL TERRITORY AND NEW SOUTH WALES

Sydney, 12 April 2012 – WesTrac Pty Limited, a wholly owned subsidiary of Seven Group Holdings Limited (ASX: SVW), and Caterpillar Inc. (NYSE: CAT) today announced that the companies have reached an agreement for WesTrac to acquire from Caterpillar the distribution and support business formerly operated by Bucyrus in Western Australia, Australian Capital Territory and New South Wales. After closing, WesTrac expects to begin providing sales, service and support for former Bucyrus mining products in these territories.

The transaction is valued at approximately USD$400 million and SGH will fund the transaction through a new five year debt facility. Excluding transaction costs, the acquisition is expected to be largely EPS neutral for the remainder of the financial year ending 30 June 2012, and accretive thereafter.

WesTrac estimates the annual revenues for the Bucyrus distribution and support business to be in the range of A$600 million to A$650 million for the upcoming 2013 financial year. Following completion, WesTrac will employ approximately 430 former Bucyrus employees and contractors in facilities in Western Australia and New South Wales. Subject to customary closing conditions, it is expected the transaction will close by 30 June 2012.

“The acquisition of the Bucyrus distribution and support business will enhance our leading position in the supply and service of heavy equipment to the mining and construction sectors in Western Australia, Australian Capital Territory and New South Wales” said Mr Jim Walker, Chief Executive of WesTrac Group. “The Bucyrus product line and large installed base are a logical addition to our current range of Cat product, and will provide us with significant opportunities for future growth with our mining customers.”

“We are pleased to announce this agreement with WesTrac today as we continue to make excellent progress in the transition of the product distribution and support of former Bucyrus machinery to Cat dealers around the world,” said Steve Wunning, Caterpillar Group President with responsibility for Resource Industries. “Through our longstanding relationship with WesTrac, we look forward to working together to deliver the best equipment solutions in the industry to our mining customers.”

Discussions are continuing between the companies in relation to the Bucyrus distribution and support businesses in the WesTrac dealership territories in North Eastern China, and a further announcement in relation to this will be made in due course.

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Seven Group Holdings Limited | ABN 46 142 003 469

38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

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Seven Group Holdings

SGH comprises WesTrac Group, National Hire Group and significant shareholdings in major media companies in Australia – encompassing broadcast and subscription television, magazine and newspaper publishing, and online and new media technologies. WesTrac Group is the sole authorised Cat dealer in Western Australia, New South Wales/ACT and in North Eastern China territories and is one of Caterpillar's top five dealers globally (by sales value). SGH also owns National Hire Group (which itself has a 46 per cent shareholding in Coates Hire, Australia’s largest equipment hire business). In media, SGH has a 33.2 per cent shareholding and holds convertible preference shares in Seven West Media, Australia’s largest multiple platform media company, including Seven Network, West Australian Newspapers, Pacific Magazines and Yahoo!7. SGH also has a 24.5 per cent investment in Consolidated Media Holdings, which has a 25 per cent shareholding in Foxtel and a 50 per cent shareholding in Fox Sports Australia (previously Premier Media Group).

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Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

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Acquisition of Bucyrus Distribution & Support Business April 2012

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Disclaimer

• This document contains statements about the proposed transaction between Seven Group Holdings (SGH) and Caterpillar Inc. (Cat) which are forward-looking rather than historical facts.

• All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, and are subject to variation. All forward-looking statements in this document reflect the or

• current expectations concerning future results and events. Any forward-looking statements contained implied, either within this document or verbally, involve known and unknown risks, uncertainties and other factors (including economic and market conditions, changes in operating conditions, currency fluctuations, political events, labour relations, availability and cost of labour, material and equipment) that may cause actual results, performance or achievements to differ materially from the anticipated results, performance or achievements, expressed, projected or implied by any forward-looking statements.

• Unless otherwise indicated, all references to estimates, targets and forecasts and derivations of the same in this material are references to estimates, targets and forecasts by SGH. Management estimates, targets and forecasts are based on views held only at the date of this material, and actual events and results may be materially different from them. SGH does not undertake to revise the material to reflect any future events or circumstances.

• SGH does not accept any liability to any person, organisation or entity for any loss or damage suffered as a result of reliance on this document.

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Slide 2

Transaction Overview

• WesTrac to acquire from Cat the former Bucyrus distribution business which sells and supports products to the Western Australia, New South Wales and ACT territories

• Asset based transaction valued at US$400m

• Purchase price to be funded by a new five year term loan

• Transaction close expected prior to 30 June 2012

• Forecast revenues for year ending 30 June 2013 of between A$600m and A$650m

• Expected to be earnings accretive in FY2013*

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• Approximately 430 former Bucyrus employees and contractors to be employed by WesTrac

• Discussions continuing with Cat in relation to the acquisition of Bucyrus China territories corresponding to WesTrac’s current footprint

*Excluding transaction costs and purchase price allocation adjustments

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Slide 3

The acquisition of Bucyrus will deliver several strategic benefits for WesTrac

• Complementary product extension

• Expanded product range – 148 unique model configurations to be added to existing offerings

• Increased exposure to Increased exposure

• mining sector to mining sector

• Enhanced access to mining customers operating in underground coal segment will deliver additional growth

• Additional revenue

• ide channel upside

• Potential parts and service market share upside

•  Add management Add management capability capability

• Hiring of experienced personnel will bolster WesTrac’s operations

•  Synergies will deliver Synergies will deliver further value

• further value

• Potential synergies over time by future leveraging of facilities, management and administration

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Slide 4

We were missing out on substantial opportunities

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Slide 5

Former Bucyrus Product Extension Fills a Number of Key Gaps

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Former Bucyrus Products added to Cat product range

• Electric rope shovels

• Draglines

• Hydraulic shovels

• Drills

• Underground mining equipment

• Trucks

• Highwall miners

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Slide 6

6

WesTrac Will Have an Extensive Mining Product Offering

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Slide 7

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Summary

• Excellent strategic opportunity for WesTrac – strengthens our presence in Mining

• Forecast accretive to eps (excluding transaction costs and purchase price adjustments) from the year ending 30 June 2013 and an attractive return on investment

• Significant upside through growth of product support business and market share  Cat and WesTrac has proven capabilities to grow share of after market

• WesTrac and Caterpillar working together to ensure a seamless transition

• Acquisition drives long term value for customers, employees and shareholders

• SGH remains strongly capitalised post the acquisition with access to existing cash and debt facilities to fund significant future growth

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Slide 8

8

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Slide 9