SGH LIMITED — Major Shareholding Notification 2011

Nov 29, 2011

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		National Hire Group Limited (NHR)
ACN/ARSN	076 688 938
1. Details of substantial holder (1)
Name		Australian Capital Equity Pty Ltd (ACN 009 412 328) (ACE), Wroxby Pty Ltd (ACN 061 621 921) (Wroxby), North Aston PtyLtd (ACN 009 387 606) (North Aston), each of the entities listed in Part 1 of Annexure A (ACE Group Entities), AshblueHoldings Pty Ltd (ACN 068 180 898) (Ashblue), Tiberius Pty Ltd (ACN 066 327 419) (Tiberius), each of the entities listed inPart 2 of Annexure A (Tiberius Group Entities), Mr Kerry Matthew Stokes AC (Stokes) and Kemast Investments Pty LtdACN 091 977 847 (Kemast) (collectively, the Substantial Holders).
ACN/ARSN (if applicable)	See above
There was a change in the interests of the
substantial holder on		29/11/2011
The previous notice was given to the company		28/11/2011
The previous notice was dated		28/11/2011

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	108.964.082	173.38% (based on148,487,945lordinary shares on issue)	113,366.441	76.35% (based on148.487.945lordinary shares onlissue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Personwhoserelevantinterestchanged	Nature ofchange (6)	Considerationgiven in relationto change $(7)$	Class andnumber ofsecuritiesaffected	Person's votesaffected
lSee AnnexureIB	SubstantialHolders	lSee Annexure B	See Annexure B	See Annexure B	See Annexure B

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes
North Aston, Wroxby,IACE, ACE GrouplEntities. Kemast andStokes	WesTrac Pty Ltd ACN 009 WesTrac342 572 (WesTrac)		North Aston and Wroxby's relevant 98,300,404interest arises under s608(3)(a) ofthe Corporations Act being arelevant interest held through abody corporate, Seven GroupHoldings Limited (SVW) in whichthe respective voting power ofNorth Aston and Wroxby is above20%.SVW has disclosed a change of itsinterest as a substantial holder ofNHR by Notice of Change ofInterests of Substantial Holderdated on or about the date of thisNotice.The relevant interest of ACE arisesunder $$608(3)(a)$ and (b) of theCorporations Act, being a relevantinterest held through bodiescorporate (North Aston andWroxby) that ACE controls andthrough a body corporate, SVW, inwhich its voting power is above20%.The relevant interest of each of theACE Group Entities arises unders608(3)(a) of the Corporations Act,being a relevant interest through abody corporate (SVW) in whichtheir voting power exceeds 20%.The relevant interest of Stokesarises under section 608(3)(b) ofthe Corporations Act, being alrelevant interest held throughbodies corporate (North Aston andWroxby) that he controls.The relevant interest of Kemastarises under 608(3)(a) of theCorporations Act, being a relevantinterest through a body corporate(SVW) in which its voting powerexceeds 20%.As each Substantial Holder is notthe registered holder of thesecurities, and they are notpresently entitled to be registeredas the holder of the securities, theirability to vote or dispose isqualified accordingly.	ordinary shares	98.300.404

North Aston, Wroxby, Seven (National) PtyACE, ACE GroupEntities, Kemast andStokes	Limited ACN 153 299 159(Seven (National))	Seven (National)	North Aston and Wroxby's relevantinterest arises under s608(3)(a) ofthe Corporations Act being arelevant interest held through a	15,066,037ordinary shares	15,066,037
			body corporate, Seven GroupHoldings Limited (SVW) in whichthe respective voting power ofNorth Aston and Wroxby is above120%.
			SVW has disclosed a change of itsinterest as a substantial holder ofNHR by Notice of Change ofInterests of Substantial Holderdated on or about the date of thisNotice.
			The relevant interest of ACE arisesunder $$608(3)(a)$ and (b) of theCorporations Act, being a relevantinterest held through bodiescorporate (North Aston andWroxby) that ACE controls andthrough a body corporate, SVW, inwhich its voting power is above20%.
			The relevant interest of each of theACE Group Entities arises unders608(3)(a) of the Corporations Act,being a relevant interest through abody corporate (SVW) in whichliheir voting power exceeds 20%.
			The relevant interest of Stokesarises under section 608(3)(b) ofthe Corporations Act, being arelevant interest held throughbodies corporate (North Aston andWroxby) that he controls.
			The relevant interest of Kemastarises under 608(3)(a) of theCorporations Act, being a relevantinterest through a body corporate(SVW) in which its voting powerexceeds 20%.
			As each Substantial Holder is notthe registered holder of thesecurities, and they are notpresently entitled to be registeredas the holder of the securities, theirability to vote or dispose isqualified accordingly.
Ashblue, Tiberius,Tiberius GroupEntities, Kemast andStokes	WesTrac	WesTrac	Ashblue's relevant interest arisesunder section 608(3)(a) of theCorporations Act, being a relevantinterest held through a body.corporate, SVW, in which thevoting power of Ashblue is above20%.	98,300,404ordinary shares	98,300,404
			SVW has disclosed a change of itslinterest as a substantial holder ofNHR by Notice of Change ofInterests of Substantial Holderdated on or about the date of thisNotice.
			The relevant interest of Tiberiuslarises under s608(3)(a) and (b) ofthe Corporations Act, being alrelevant interest held through abody corporate (Ashblue) thatTiberius controls and through abody corporate (SVW) in which itsvoting power is above 20%.
			The relevant interest of each of theTiberius Group Entities arisesunder s608(3)(a) of theCorporations Act, being a relevantinterest through a body corporate(SVW) in which their voting powerexceeds 20%.
			The relevant interest of Stokesarises under section 608(3)(b) ofthe Corporations Act, being arelevant interest held through a

			body corporate (Ashblue) that hecontrols.
			The relevant interest of Kemastarises under 608(3)(a) of theCorporations Act, being a relevantinterest through a body corporate(SVW) in which its voting powerexceeds 20%.
			As each Substantial Holder is notthe registered holder of thesecurities, and is not presentlyentitled to be registered as theholder of the securities, their abilityto vote or dispose is qualifiedaccordingly.
Ashblue, Tiberius,Tiberius GroupEntities, Kemast andStokes	Seven (National)	Seven (National)	Ashblue's relevant interest ariseslunder section 608(3)(a) of theCorporations Act, being a relevant ordinary sharesinterest held through a bodycorporate, SVW, in which thevoting power of Ashblue is above.20%.	15,066,037	15.066,037
			SVW has disclosed a change of itsinterest as a substantial holder ofNHR by Notice of Change ofInterests of Substantial HolderIdated on or about the date of thisNotice.
			The relevant interest of Tiberiusarises under s608(3)(a) and (b) ofthe Corporations Act, being arelevant interest held through abody corporate (Ashblue) thatTiberius controls and through abody corporate (SVW) in which itsvoting power is above 20%.
			The relevant interest of each of theTiberius Group Entities arisesjunder s608(3)(a) of theCorporations Act, being a relevantinterest through a body corporate(SVW) in which their voting powerexceeds 20%.
			The relevant interest of Stokesarises under section 608(3)(b) ofthe Corporations Act, being a relevant interest held through a body corporate (Ashblue) that hecontrols.
			The relevant interest of Kemastarises under 608(3)(a) of theCorporations Act, being a relevantinterest through a body corporate(SVW) in which its voting powerlexceeds 20%.
			As each Substantial Holder is notthe registered holder of thesecurities, and is not presentlyentitled to be registered as theholder of the securities, their abilityto vote or dispose is qualifiedaccordingly.

Seven Groep.	WesTrac and Seven		WesTrac and Seven WesTrac and Seven (National).
Holdings Limited	(National)	KNational).	leach has a relevant interest under 1113,360,441	113.365.441
(SVW) and the			section 608(1) of the Corporations Tordinary shares
entities set out in Part			Act as the registered or beneficial
3 Annexure A (SVW			halder of shares.
Group Entities)
			(Each ether entity is an associate of
			land/or controls WesTrac or Seven
			(National) and eccordingly, has a
			relevant interest in the same
			ishares as Westrac or Seven
			(National) under sections 608(3) or
			(608(3)(b), respectively, of the
			Corporations Act.
			IAs SVW and the SVW Group-
			Entitles other than West'rad and
			Seven (National) are not the
			registered holders of the ordinary.
			latiares, their ability to vote and.
			dispose of these ordinary shares is
			loualified accordingly.)

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

																													na na katika matangan sa kabupatèn Kabupatèn Kabupatèn Kabupatèn Kabupatèn Kabupatèn Kabupatèn Kabupatèn Kabupatèn Ka
														down the contract of the state of the Boston and the contract of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of t													association and an experience
														ASN (transploable) i Transpla
$.$
														.
														the contract of the contract of the contract of the contract of the contract of the contract of the contract of
																				.
																				the contract of the contract of the contract of the contract of the contract of the contract of the contract of
																				.
														ina na malalahan sa manang sa manang sa manang sa manang sa manang sa manang sa manang sa manang sa manang sa
														计不同文件 医无发生性皮肤 医皮膜切开术 机电子电子 医无发生 医血管中枢 医无发生 医血清 医生产性 医无色体 医无色体 医无色体 医白色
.																											.

6. Addresses

The addresses of persons named in this form are as follows:

a sa sa santanya na mana na mana na mana na mana na mana na mana na mana na mana na mana na mana na mana na maManazarta	.ll.evel.330.	Road: West Penh, WA
.
IS)

Signature

	.	. .
								22. 22.22.22.22.24.12.12.12.13.14.14.14.14.14.14.14.14.14.14.14.14.14.
			muninginilinium

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andIrustee of an equity must), the names could be included in an anne $\left( 3\right)$ they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• ${2}$ See the definition of "associate" in section 9 of the Corporations Act 2001.

• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $\langle 3 \rangle$

• ${a}$ The voting shares of a company constitute one class unless divided into separate classes.

• ${\mathbb S}$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• include details of: $(6)$

• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of thesecurities to which the relevant interest relates (indicating clearly the $(b)$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details m $(7)$
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$

$(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. This is the Annexure of 3 pages marked "A" referred to in the Form 604 signed by me and dated 30/11/2011.

Q K M Robin Frederick Waters, Director/Atterney

ANNEXURE A

ACN

Part 1 ACE Group Entities

ENTITY POWER

Aceino Pty Ltd	062 367 097
Australian Capital Equity (Developments) Pty1 ist	067 587 679
ACE (Industrial Property) Holdings Pty Ltd	071 106 600
ACE Property Finance. Pty Ltd	009 352 318
Australian Capital Equity (Entertainment) PtyΊЮ	609 268 124
Australian Capital Finance Pty Ltd	008 560 067
Australian Capital Markets Pty Ltd	065 320 041
Bungaroo South Pty Ltd	152 574 528
Binalong Pty Ltd	009 268 099
Candacal Holdings Pty Limited	065 240 806
Cassio Pty Ctd	061 131 959
Comserv (No 1698) Pty Ltd	009 450 462
Erinbol Holdings Pty Limited	065.240.413
Fairbum Nomineas Pty Limited	065 339 746
FCP investments Pty Ltd	065 320 185
Foxington Pty Ltd	000 292 622
Garden Park Equities Pty Ltd.	009.342.269
Garden Park Pty Ltd	065 339 924
fron Ore Holdings Limited	107 492 517
To Research Pty Ltd	057 711 306
Lamb Creek Pty Ltd	152 574 359
Landfill Gas & Power Pty Ltd	053 919 430
Landfill Gas & Power Holdings Pty Ltd	:058 563 478
Maitiand River Pty Ltd	152.674.644
Mafs Ridge Ply Lid	152 573 905
Mercury Endeavour Pty Ltd	098 817 693
Nemiga Pty Linited	008 630 135
North Aston Operations Pty Ltd	009 388 489
North Marillana Ptv Ltd	152.574.082
Pel Iron Ore Pty Ltd.	115 382 753
Piccadilly Rise Pty Ltd	065 339 586
Remorex Pty Lid	061.621.878
South Marillana Pty Ltd.	152.574.233
Sugase Holdings Pty Ltd	067.611.205
TracerLock Pty Ltd	096 869 663
Wavelength Nominees Pty Ltd	065 342 307
West Australian Property Management Ptyî ta	008 727 277
White Corsair Pty Ltd	009 330 545
Yandi Coogina Pty Lid	152574.457

Part2

Tiberius Group Entities

ENTITY	ACN
Astraea Pty Ltd	067374430
Astraea Investment Consultancy (Shanghai)Co Ltd	Incorporated inChina
Australian Chinese Capital Investments Ltd	Incorporated inChina
Australian Chinese Equity Pty Ltd	067615141
Feluga Pty Ltd	009320763
Guangzhou Jumbo Advertising Co Ltd	Incorporated inChina
Northbank Enterprise Hub Pty Ltd	083 271 625
Pandina Pty Ltd	068 181 000
Tiberius (Parramatta) Pty Ltd	128 018 682
Tiberius (Industrial Property) Holdings Pty Ltd	146 379 400
WEPL Investments Pty Ltd	093 498 116
White City Pty Ltd	061 621 832

Part 3- SVW Group Entities

Entity	ACN
Akal Pty. Limited	094 107 794
ATPH Pty. Limited	128 476 120
ATP1 Pty. Limited	128 478 311
ATP2 Pty. Limited	128 480 491
ATP3 Pty. Limited	128 482 584
Bkal Pty. Limited	105833681
C7 Pty. Limited	082901442
Direct Target Access Pty. Limited	072 507 227
Engin Limited	063 582 990
Kimlin Holdings Pty. Limited	112 288 445
Manooka Holdings Pty. Limited	092 680 245
Mibroadband Pty. Limited	080 250 371
Miltonstar Pty. Limited	074811144
Network Investment Holdings Pty Ltd	078 448 512
Point Pty. Limited	009 643 501
Realtime Reporters Pty. Limited	009 371 055
Seven Custodians Pty. Limited	089 327 551
Seven Entertainment Pty. Limited	085 598 429
Seven Finance Pty. Limited	115 082 196
Seven Group Holdings Limited	142 003 469
Seven Media Group Pty Limited	116 850 607
Seven Network (United States) Inc	N/a
Seven Network Limited	052816789
Seven Network Asia Limited	N/a
Seven Network Nominees Pty. Limited	060 667 861
Seven Network Investments Pty. Limited	078 267 759
Seven Network International Limited	065 640 075
Seven Productions Pty. Limited	091 398 471
Seven Resources Pty. Limited	093 422 032
Seven (WAN) Pty. Limited	122 263 129
SMG Executives Pty Limited	128 792 003
SMG FINCO Pty Limited	122 728 321
SNZ Pty. Limited	124 503 028
Tallglen Ptv. Limited	058 439 786
Ubowireless Ptv. Limited	111 654 847
Unwired Australia Ptv. Limited	094 107 589
Vividwireless Group Limited	008 082 737
Vividwireless Pty Limited	137 696 461
WesTrac Holdings Pty Limited	009 336 109

Seven Group Holdings Limited and all companies listed above have a registered office located at Level 2, 38 – 42 Pirrama Road,Pyrmont, NSW, 2009 except:

· Seven Network Asia Limited: Unit 1601 56 Kwai Cheong Road, Kwai Chung, Hong Kong

Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA $\bullet$

· Vividwireless Group Limited, Ubowireless Pty. Limited, Unwired Australia Pty. Limited, Akal Pty. Limited, Bkal Pty. Limited and Vividwireless Pty Limited: Level 8, 8 Central Ave, Eveleigh, NSW, 2015

Allight Pty LtdAllight USA Inc (incorporated in the USA)	053 434 807N/a
EMT Group Pty Limited	100 871 592
F.G.W. Pacific Pty Ltd	085 531 353
Liaoning WesTrac Machinery Equipment Limited (incorporated in China)	N/a
Mining Equipment Spares Pty Ltd	133 869 191
National Hire Facilitation Pty Limited	128 890 442
National Hire Group Limited	076 688 938
Priority People Solutions Pty Ltd	147 979 548
Primax Pumps Inc (incorporated in the USA)	N/a
Pump Rentals Pty Ltd	057 090 561
Sitech (Beijing) Engineering Technology Development
Company Limited (incorporated in China)	N/a
Sitech Solutions Pty Limited	137 343 090
Sitech (WA) Pty Ltd	139 286 454
Sykes Fleet Services Pty Limited	074 656 027
Sykes Group Pty Limited	004 093 752
Sykes New Zealand Limited (incorporated in New Zealand)	N/a
Tianjin WesTrac Machinery Equipment Limited (incorporated in China)	N/a
Weishan (Beijing) Machinery Equipment Ltd (incorporated in China)	N/a
WesTrac (Beijing) Machinery Equipment Limited (incorporated in China)	N/a
WesTrac China Limited (incorporated in Hong Kong)	N/a
WesTrac (China) Machinery Equipment Limited (incorporated in China)	N/a
WesTrac Fleet Pty Ltd	009 413 325
WesTrac Hong Kong Limited (incorporated in Hong Kong)	N/a
WesTrac Inventory Pty Ltd (formerly WesTrac Institute Pty Limited)	094 801 573
WesTrac Pty Ltd	009 342 572

All companies located in Australia listed above have a registered office located at 12 Hoskins Road, Landsdale, WA, 6065, except:

• . WesTrac Pty Ltd, WesTrac Inventory Pty Ltd and WesTrac Fleet Pty Ltd: 128 Great Eastern Highway, South Guildford, WA, 6055
• EMT Group Pty Ltd and Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090
• Priority People Solutions Pty Ltd: Level 2, 38 42 Pirrama Road, Pyrmont, NSW, 2009
• Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD, 4006
• Sitech (WA) Pty Ltd: Level 3, 35 Outram Street, West Perth, WA, 6005

This is the Annexure of one page/s marked "B" referred to in the Form 604 signed by me and dated 30/11/2011.

مملأ

Robin Frederick Waters, Director/Altorney

ANNEXURE B

Data of change:	Person whose	Nature of change	Consideration given	Class and number of	Person's votes
	relevant interest:		in relation to change	securities affected
	channed
28/11/201136	substantial	ACCOMBAGുന്ദേജ	$3.35 per share- as per.	4,402,359.ommarv	4,402,359 as per the
29/11/2011	ಹಾರHolders	takeoverそまわalter	the Amexure B to the	180.shares∽
	SVW Group Entities	accordance with Offer).	Form 6041000ed av	용.Annexure-the传统
		these are the same	Seven (National) Ptv
		shares as disclosed in	高橋	TP≵vseven
		the Annexure B to the	on or about the date of	Ltd and others dated on	or about the date of this
		- 604Famlodued by	this notice.	or about the date of this.	ാവിടെ
		(National PtySeven
		Ltd and athers dated
		on or about the date of
		this notice.