SGH LIMITED — Major Shareholding Notification 2019

Dec 19, 2019

20 December 2019

Mr John Palisi Chief Financial Officer & Company Secretary Prime Media Group Limited 363 Antill Street CANBERRA ACT 2602

Total Pages: 5 (including covering letter)

Dear Mr Palisi

Notice of Initial Substantial Holder

Please find attached a Notice of Initial Substantial Holder – Form 603.

The interests of Seven Group Holdings Limited ("SGH") in Prime Media Group ("Prime") arise from shares held by Seven Network (Operations) Limited, a subsidiary of Seven West Media Limited ("Seven West Media").

SGH and its subsidiaries do not have any direct holding in Prime and are only required to give this notice because SGH owns more than 20% of Seven West Media and the takeovers laws deem SGH to have the same relevant interests that Seven West Media and its subsidiaries have.

Yours faithfully

Warren Coatsworth Company Secretary

cc – Company Announcements Office Australian Securities Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

Seven Group Holdings Limited | ABN 46 142 003 469

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Prime Media Group Limited
ACN/ARSN	000 764 867
1.Details of substantial holder (1)
Name	Seven Group Holdings Limited (SGH), Network Investment Holdings Pty Ltd (Network Investment) and SGH's othersubsidiaries as set out in Annexure A (SGH Group)
ACN/ARSN (if applicable)	142 003 469
The holder became a substantial holder on	19/12/2019

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	54,594,367	54,594,367	14.90%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
	Relevant interest under section 608(3)(a)of the Corporations Act 2001 (Cth) (Act)as Network Investment has a relevantinterest in 618,711,654 ordinary sharesin Seven West Media Limited (SWM),conferring voting power in excess of 20%in SWM.
Network Investment	SWM has disclosed a relevant interest in54,594,367 ordinary shares in theCompany by Notice of Initial SubstantialHolder dated 20 December 2019.As Network Investment is not entitled tobe registered as holder of the shares, itsability to vote and dispose of theseshares is qualified accordingly.	54,594,367 ordinary shares
SGH and each member of the SGHGroup (other than Network Investment)	Each entity is an associate of and/orcontrols Network Investment, andaccordingly has a relevant interest in thesame shares in the Company as SWMunder paragraphs 608(3)(a) or 608(3)(b)of the Act.As none of these entities are entitled tobe registered as holder of the shares,each entity's ability to vote and disposeof these shares is qualified accordingly	54,594,367 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
SGH, Network Investment andeach member of the SGHGroup	Seven Network (Operations)Limited ACN 052 845 262(SNOL), a wholly ownedsubsidiary of SWM.	SNOL	54,594,367 ordinaryshares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
SGH, Network Investment andeach member of the SGHGroup	19 December 2019	-	30,000,000ordinary sharesin SWM	54,594,367 ordinaryshares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
SGH Group (see Annexure A)	Network Investment is an associate of SGH under section 12(2)(a) because it is awholly owned subsidiary of SGH and is an associate of each other member of theSGH Group under section 12(2)(a) of the Act because all of these entities arecontrolled by SGH.

7. Addresses

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

Name	Address
Seven Group Holdings Limited	Level 30, 175 Liverpool Street, Sydney, NSW, 2009
SGH Group (see Annexure A)	See Annexure A

Signature

print name	Warren Coatsworth	capacity	Company Secretary
sign here		date	20/12/2019

DIRECTIONS

• (1) 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 annexure to the form. If the relevant interests of a group of persons are essentially similar, 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 7 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7) Include details of:
  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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
  • (b) 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 securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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

• (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.'"
• (9) Details of the consideration must include any and all benefits, moneys 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. Details must be included of 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.

Annexure 'A'

This is Annexure 'A' of 2 pages referred to in the Form 604 (Notice of initial substantial holder), signed by me and dated 20 December 2019.

Warren Coatsworth Company Secretary

Entity ACN

C7 Pty. Limited	082 901 442
Direct Target Access Pty. Limited	072 507 227
Industrial Investment Holdings Pty Limited	166 596 710
Kimlin Holdings Pty. Limited	112 288 445
Manooka Holdings Pty. Limited	092 680 245
Miltonstar Pty. Limited	074 811 144
Network Investment Holdings Pty. Limited	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 Media Group Pty. Limited	116 850 607
Seven (National) Pty. Limited	153 299 159
Seven Network (United States) Inc	N/a
Seven Network Limited	052 816 789
Seven Network Nominees Pty. Limited	060 667 861
Seven Network Investments Pty. Limited	078 267 759
Seven Network International Limited	065 640 075
SGH Productions Pty. Limited	091 398 471
Seven Resources Pty. Limited	093 422 032
Seven (WAN) Pty. Limited	122 263 129
SGH Communications Pty. Limited	063 582 990
SGH Energy (No 1) Pty Limited	168 933 355
SGH Energy (No 2) Pty Limited	168 935 644
SMG Executives Pty. Limited	128 792 003
SMG FINCO Pty. Limited	122 728 321
SNZ Pty. Limited	124 503 028
Specialised Investments Pty Limited	163 941 884
Tallglen Pty. Limited	058 439 786
WesTrac Holdings Pty. Limited	009 336 109
SGH Energy Pty Limited	058 818 278
SGH Energy Aust. Pty Limited	090 835 608
SGH Energy NTP66 Pty Limited	123 243 470
SGH Energy VICP56 Pty Limited	125 036 142
SGH Energy WA377P Pty Limited	123 243 274
SGH Energy WA Pty Limited	113 911 274
SGH Energy VICP54 Pty Limited	108 405 009

All companies listed above have a registered office located at Level 30, 175 Liverpool Street, Sydney, NSW, 2000 except Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA

Entity	ACN
Allight Holdings Pty. Ltd	070 926 555
Allight Primax FZCO	N/A
AllightSykes Pty. Ltd	053 434 807
Allight Sykes SA (Proprietary) Limited	N/A
FGW Pacific Pty. Ltd	085 531 353
Mining Equipment Spares Pty. Ltd	133 869 191
National Hire Facilitation Pty. Limited	128 890 442
National Hire Group Limited	076 688 938
PT Allightsykes	N/A
Primax USA Inc (incorporated in the USA)	N/A
Pump Rentals Pty. Ltd	057 090 561
Sitech Solutions Pty. Limited	137 343 090
Sitech (WA) Pty. Ltd	139 286 454
Sykes Group Pty. Limited	004 093 752
Sykes Fleet Services Pty. Limited	074 656 027
Sykes New Zealand Limited (incorporated in New	N/A
Zealand)
WesTrac Pty. Ltd	009 342 572
WesTrac Machinery Distribution Pty Limited	155 500 413

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

• Sitech (WA) Pty Ltd: 128 Great Eastern Highway, South Guildford, WA,6055
• Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA,6090
• Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD,4006
• Allight Sykes SA (Proprietary) Limited: 2 Eglin Road, Sunning Hill, South Africa, 2157
• PT Allightsykes: JI Proklamsi #38 RT 32, Balikpapan,Indonesia
• AllightPrimax FZCO: Plot No. S50119, Jebel Ali Free Zone South, Dubai,UAE

Entity	ACN
All Hire Pty Limited	066 054 500
Allplant Services Pty Limited	007 691 910
Australian Highway Plant Services Pty Limited	060 383 511
Coates Fleet Pty Limited	073 603 559
Coates Hire Group Pty Limited	126 730 240
Coates Group Holdings Pty Limited	126 069 341
Coates Hire Holdco SPV Pty Limited	607 858 328
Coates Hire Access SPV Pty Limited	607 868 333
Coates Hire Limited	073 603 586
Coates Hire Operations Pty Limited	074 126 971
Coates Hire Overseas Investments Pty Limited	086 464 379
Coates Hire (NZ) Limited	N/A
Coates Hire Traffic Solutions Pty Limited	114 055 640
DWB (NH) Pty Limited	003 620 951
Nahi Pty Limited	077 777 238
National Hire Equipment Pty Limited	080 468 293
National Hire Finance Pty Limited	117 581 530
National Hire Operations Pty Limited	080 468 319
National Hire Properties Pty Limited	101 354 107
National Hire Trading Pty Limited	080 468 328
Ned Finco Pty Limited	128 290 844
PT Coates Hire Indonesia	N/A
PT Coates Services Indonesia	N/A
True Blue Hire Australia Pty Limited	080 468 266

All companies registered in Australia listed above have a registered office located at Level 6, 241 O'Riordan Street , Mascot NSW 2020 except:

• Coates Hire (NZ) Limited of Bell Gulley, Level 22, Vero Centre, 48 Shortland Street, Auckland, NZ
• PT Coates Hire Indonesia of Gedung World Trade Centre 5 Lt. 3A, JI.Jend. Surdiman Kav. 29-31, Karet, Setiabudi, Jakarta, 12920 Indonesia

PT Coates Services Indonesia of WISMA GKBI Lt. 39 S3901 JI. Jend. Surdiman No. 28, Bendungan Hiliar, Tnar Abung, Jakarta Pusat, DKI Jakarta Raya, Indonesia