SGH LIMITED — Major Shareholding Notification 2012

Dec 5, 2012

SGH Media, Industrial Services and Investments

6 December 2012

Mr Peter Bryant Company Secretary Seven West Media Limited Newspaper House, 50 Hasler Road OSBORNE PARK 6017 WA

Total Pages: 6 (including cover letter)

Dear Mr Bryant

Notice of Change of Interests of Substantial Holder

Attached is a Notice of Change of Interests of Substantial Holder - Form 604.

Yours sincerely

Warren Coatsworth Company Secretary

cc - Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000 By facsimile: 1300 135 638

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

Form 604

Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Seven West Media Limited (SWM)
ACN/ARSN	053 480 845
1. Details of substantial holder (1) Name	Seven Group Holdings Limited ACN 142 003 469 (SGH) and other subsidiaries of SGH as set out in Annexure A (collectively referred to as the SGH Group)
ACN/ARSN (if applicable)	See Annexure A or as otherwise set out in this Form 604.
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	4/12/2012 20/08/2012 20/08/2012

2. Pravious and present voting power

$\overline{\phantom{a}}$

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)	Voting power (5) Person's votes		Person's votes	Voting power (5)
Ordinary	331,329,765	33.16%	351.876,932	135.22%

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 of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
15/11/2012	SGH, WesTrac Holdings Pty. Limited IACN 009 336 109 and Seven Network Limited ACN 052 816 789 (collectively the Seven Controllers), Seven Media Group Pty. Limited ACN 116 850 607 (SMG), other Acquisition of shares members of the SGH. Group and North Aston Pty. Limited ACN 009 387 606. Ashblue Holding Pty. Limited ACN 068 180 898 and Wroxby Ptv. Limited ACN 061 621 921 (the Stokes (Holders	lon-market	\$1,38 per ordinary share	1,000,000 ordinary shares	1,000,000
19/11/2012	Seven Controllers, SMG and other members of the SGH Group and the Stokes Holders	Acquisition of shares lon-market	\$1.46 per ordinary share	i306.654 ordinary Ishares	306.654
20/11/2012	Seven Controllers. SMG and other members of the SGH Group and the Stokes Holders	Acquisition of shares lon-market	\$1.50 per ordinary share	1,240,513 ordinary Ishares	1.240.513

22/11/2012	Seven Controllers, SMG and other members of the SGH Group and the Stokes lHolders	Acquisition of shares ion-market	\$1.53 per ordinary share	2,000,000 ordinary Ishares	12.000.000
3/12/2012	Seven Controllers. SMG and other members of the SGH Group and the Stokes Holders	Acquisition of shares lon-market	IS1.60 per ordinary share	14,000,000 ordinary Ishares	14,000,000
4/122012	Seven Controllers. SMG and other members of the SGH Group and the Stokes Holders	Acquisition of shares jon-market	\$1.66 per ordinary share	12,000,000 ordinary 12,000,000 Ishares

4. Present relevant interests

	Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
SMG	SMG, other than in respect of 12,000,000 of the shares, which are SMG registered in the name of unknown vendors		Relevant interest under section 608(1)(a),(b) and (c) 333,703,694 of the Corporations Act 2001 (Cth) (Act) as the registered and beneficial holder of the shares	lordinary Ishares	333.703,694
SMG	NewEconomy.com.au Nominees Pty, Limited ACN 004 732 138 NewEconomy.com.au Nominees)	Network Investment Holdings Ptv. Limited (NIH)	Relevant interest under section 608(1)(b) and section 608(1)(c) of the Act as the beneficial owner. (As SMG is not the registered holder of the shares, its ability to vote and dispose of these shares is qualified accordingly )	11.061.971 lordinarv lshares	11.061.971
SMG	UBS Naminees Pty. Limited ACN 001 450 522 (UBS Nominees)	INIН	Relevant interest under section 608(1)(b) and section 608(1)(c) of the Act as the beneficial owner. (As SMG is not the registered holder of the shares, its ability to vote and dispose of these shares is qualified accordingly.)	7,111,267 lordinary shares	7.111.267
other members of the SGH Group (excluding SMG)	Seven Controllers and SMG, other than in respect of 12,000,000 of the shares, which are SMG registered in the name of unknown lvendors		Each entity is an associate of and/or controls SMG and accordingly, has a relevant interest in the same shares as SMG under sections 608(3)(a) or 608(3)(b) of the Act. (As each entity is not the registered holder of the shares, its ability to vote and dispose of these shares is qualified accordingly.)	333,703,694 ordinary shares	333,703,694
Seven Controllers and other members of the lsGH Group (excluding NIH)	NewEconomy.com.au Nominees (as to 11,061,971 ordinary shares) land UBS Nominees (as to 7,111,267 ordinary shares)	NIH	Each entity is an associate of and/or controls NIH and accordingly, has a relevant interest in the same shares as NIH under sections 608(3)(a) or 608(3)(b) of the Act. (As each entity is not the registered holder of the shares, its ability to vote and dispose of these shares is qualified accordingly.)	18,173,238 ordinary shares	18,173,238
	SMG (as to 333,703,694 shares, 12,000,000 of which are registered in the name of unknown vendors)	ISMG	Each Stokes Holder is an associate of the Seven Controllers and accordingly, has a relevant interest in the same shares as SMG and NIH under section 608(3)(a) of the Act.	351,876,932 ordinary shares	351.876.932
ÍStokes Holders	NewEconomy.com.au Nominees (as to 11,061,971 shares) and UBS INIH Nominees (as to 7,111,267 shares)		(As the Stokes Holders are not the registered holders of the shares their ability to vote and dispose of these shares is qualified 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:

Name and ACN/ARSN (If applicable)	Nature of association
Engin Pty. Limited (formerly Mibroadband Pty. Limited) ACN 080 IT.	This company has been sold, and is therefore no longer part of the SGH Group.
250 371

6. Addresses

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

Name	Address
IsGH	Level 2, 38-42 Pirrama Road, Pyrmont, NSW, 2009
The Stokes Holders	Level 3, 30 Kings Park Road, West Perth, WA, 6005
ISGH Group members (other than SGH)	See Annexure A

Signature

	print name Warren Coatsworth	capacity	Company Secretary
sign here	Western	date	6/12/2012

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 and
  trustee of an equity trust), the names could be included in an ann $(1)$ 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. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• 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 (a) 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 the any quantities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). $(b)$

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 must be included even if the benefit is conditional on the happening or not of a contingency. $(7)$ Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• (8) 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".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $\left( \Theta \right)$

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Annexure "A"

This is Annexure "A" of 2 pages referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 6 December 2012.

. . . . . . . . . . . . . . . . . . . . Warren Coatsworth Company Secretary

	ACN
Entity	128 476 120
ATPH Pty. Limited	128 478 311
ATP1 Pty. Limited	128 480 491
ATP2 Pty. Limited	128 482 584
ATP3 Pty. Limited	082 901 442
C7 Pty. Limited	072 507 227
Direct Target Access Pty. Limited	063 582 990
SGH Communications Pty. Limited (formerly Engin Pty. Limited)	112 288 445
Kimlin Holdings Pty. Limited	092 680 245
Manooka Holdings Pty. Limited	074 811 144
Miltonstar Pty. Limited	078 448 512
Network Investment Holdings Pty. Limited	009 643 501
Point Pty. Limited	009 371 055
Realtime Reporters Pty. Limited	089 327 551
Seven Custodians Pty. Limited	085 598 429
Seven Entertainment Pty. Limited	115 082 196
Seven Finance Pty. Limited	116 850 607
Seven Media Group Pty. Limited	153 299 159
Seven (National) Pty. Limited	N/a
Seven Network (United States) Inc	052 816 789
Seven Network Limited	N/a
Seven Network Asia Limited	060 667 861
Seven Network Nominees Pty. Limited	078 267 759
Seven Network Investments Pty. Limited	065 640 075
Seven Network International Limited	091 398 471
Seven Productions Pty. Limited	093 422 032
Seven Resources Pty. Limited	122 263 129
Seven (WAN) Pty. Limited	128 792 003
SMG Executives Pty. Limited	122 728 321
SMG FINCO Pty. Limited	124 503 028
SNZ Pty. Limited	058 439 786
Tallglen Pty. Limited	009 336 109
WesTrac Holdings Pty. Limited	155 500 413
WesTrac Machinery Distribution Pty. Limited $\ddot{\phantom{a}}$

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 $\bullet$

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

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	ACN
Entity	070 926 555
Allight Holdings Pty. Ltd	053 434 807
Ailight Pty. Ltd	N/a
Allight USA Inc (incorporated in the USA)	100 871 592
EMT Group Pty. Limited	085 531 353
F.G.W. Pacific Pty. Ltd
Liaoning WesTrac Machinery Equipment Limited (incorporated in China) N/a	133 869 191
Mining Equipment Spares Pty. Ltd	128 890 442
National Hire Facilitation Pty. Limited	076 688 938
National Hire Group Limited	147 979 548
Priority People Solutions Pty. Ltd	N/a
Primax Pumps Inc (incorporated in the USA)	057 090 561
Pump Rentals Pty. Ltd
Sitech (Beijing) Engineering Technology Development	N/a
Company Limited (incorporated in China)	137 343 090
Sitech Solutions Pty. Limited	139 286 454
Sitech (WA) Pty. Ltd	074 656 027
Sykes Fleet Services Pty. Limited	004 093 752
Sykes Group Pty. Limited
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	094 801 573
WesTrac Pty. Ltd	009 342 572

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

WesTrac Inventory Pty. Ltd and WesTrac Fleet Pty. Ltd: 128 Great Eastern Highway, South Guildford, $\bullet$ WA, 6055

$\sim 10^{11}$ km $^{-1}$

• 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 $\bullet$
• $\bullet$
• Sitech Solutions Pty. Live Lever 2, 39 = 42 Finalita Road, Fyrrid
  Sitech Solutions Pty. Limited: 33 Allison Street, Bowen Hills, QLD, 4006
  Sitech (WA) Pty. Ltd: Unit 1, 8 Hasler Road, Osborne Park, WA, 6017 $\bullet$
• $\bullet$

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