SGH LIMITED — Major Shareholding Notification 2020

Jun 30, 2020

1 July 2020

Ms Leanne Ralph Company Secretary Estia Health Limited Level 9, 219-227 Elizabeth Street Sydney NSW 2000

Total Pages: 8 (including covering letter)

Dear Ms Ralph

Notice of Change of Interests of Substantial Holder for Estia Health Limited ("the Company")

Please find attached a copy of the above Notice that we have lodged with the ASX Market Announcements Office today in relation to a change in the relevant interest of Seven Group Holdings Limited (SGH) and its subsidiaries in the Company's ordinary shares.

In addition, SGH and its subsidiaries no longer hold the economic exposure in the Company's ordinary shares under the cash settled equity swaps noted by SGH in its prior substantial holder notices.

Yours faithfully

Warren Coatsworth Company Secretary

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

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

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

		Estia Health Limited (Company)
To:	Company Name/Surname

ACN/ARSN 160 986 201

1. Details of substantial holder (1)

Name Seven Group Holdings Limited (SGH), Network Investment Holdings Pty Ltd (Network Investment) and SGH's other subsidiaries as set out in Annexure A (SGH Group)

ACN (if applicable) 142 003 469

There was a change in the interests of the substantial holder on	29/06/2020
The previous notice was given to the company on	6/04/2017
The previous notice was dated	5/04/2017

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	22,262,396	8.54% (based on 260,602,749total ordinary shares)	26,156,399	10.01% (based on 261,271,914total ordinary shares)

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 inrelation to change (7)	Class and number ofsecurities affected	Person's votesaffected
Set out inAnnexure B	SGH, Network Investmentand each other member ofthe SGH Group	Purchase of ordinaryshares as set out inAnnexure B	Set out inAnnexure B	3,894,003	1.47%

4. Present relevant interest

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

Holder of relevant interest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Nature of relevant interest (6)	Class and number ofsecurities	Person's votes
NetworkInvestment	NetworkInvestment	NetworkInvestment	Relevant interest under subsection608(1) of the Corporations Act 2001(Cth) (Act) as the registered holder andbeneficial owner of the shares	24,665,858	9.44%
SGH and eachother member ofthe SGH Group(other thanNetworkInvestment)	NetworkInvestment	NetworkInvestment	Each entity is an associate of and/orcontrols Network Investment, andaccordingly has a relevant interest in thesame shares under paragraphs608(3)(a) and/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.)	24,665,858	9.44%
NetworkInvestment	UBSNominees PtyLtd	NetworkInvestment	Relevant interest under subsection608(1) of the Act as the beneficialowner of the shares	1,490,541	0.57%

SGH and eachother member ofthe SGH Group(other thanNetworkInvestment)	UBSNominees PtyLtd	NetworkInvestment	Each entity is an associate of and/orcontrols Network Investment, andaccordingly has a relevant interest in thesame shares under paragraphs608(3)(a) and/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.)	1,490,541	0.57%
-------------------------------------------------------------------------------------------	----------------------------	-----------------------	--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-----------	-------

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 (if applicable)	Nature of association
SGH and the SGH Group	SGH controls each member of the SGH Group and, as such, they are eachassociates of each other. The members of SGH Group are set out in Annexure A,some entities of which may have become members, or ceased to be members, sincethe last notice was given to the Company.

6. Addresses

The addresses of persons in this form are as follows:

Name	Address
SGH	Level 30, 175 Liverpool Street, Sydney, NSW, 2000
SGH Group	See Annexure A

Signature

print name Warren Coatsworth capacity Company Secretary

sign here date 1 July 2020

DIRECTIONS

(1) If there are a number of substantial holders with similar or related 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 6 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Law.

(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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) Include details of:
  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671(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.

• (7) 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. 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.
• (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) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure 'A'

This is Annexure 'A' of 2 pages referred to in the Form 604, signed by me and dated 1 July 2020

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 (National) Pty Limited	153 299 159
Seven (WAN) Pty Limited	122 263 129
Seven Custodians Pty Limited	089 327 551
Seven Entertainment Pty Limited	085 598 429
Seven Media Group Pty Limited	116 850 607
Seven Network (United States) Inc	N/A
Seven Network International Limited	065 640 075
Seven Network Investments Pty Limited	078 267 759
Seven Network Limited	052 816 789
Seven Network Nominees Pty Limited	060 667 861
Seven Resources Pty Limited	093 422 032
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
SGH Energy Aust. Pty Limited	090 835 608
SGH Energy NTP66 Pty Limited	123 243 470
SGH Energy Pty Limited	058 818 278
SGH Energy VICP54 Pty Limited	108 405 009
SGH Energy VICP56 Pty Limited	125 036 142
SGH Energy WA Pty Limited	113 911 274
SGH Energy WA377P Pty Limited	123 243 274
SGH Productions Pty Limited	091 398 471
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

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

EntityAllight Holdings Pty LtdAllightPrimax FZCO	ACN070 926 555N/a
AllightSykes Pty LtdAllightSykes New Zealand Limited	053 434 807N/a
Allight Sykes SA (Proprietary) Limited	N/a
F.G.W 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
Primax USA Inc	N/a
Pump Rentals Pty Ltd	057 090 561
Sitech Solutions Pty Limited	137 343 090
Sitech (WA) Pty Limited	139 286 454
Sykes Group Pty Limited	004 093 752
Sykes Fleet Services Pty Limited	074 656 027
WesTrac Pty Limited	009 342 572
WesTrac Machinery Distribution Pty Limited	155 500 413

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

• AllightPrimax FZCO: Plot No. S50119, Jebel Ali Free Zone South, Dubai, UAE
• Allight Sykes SA (Proprietary) Limited: 2 Eglin Road, Sunning Hill, South Africa, 2157
• Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090
• PT Allightsykes: JI Proklamsi #38 RT 32, Balikpapan, Indonesia
• Primax USA Inc: 11000 S Commerce Blvd Charlotte NC 28273
• Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD, 4006
• Sitech (WA) Pty Ltd: 128 Great Eastern Highway, South Guildford, WA, 6055

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 Group Pty Limited	126 739 240
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 listed above have a registered office located at Level 6, 241 O'Riordan Street, Mascot NSW 2020 except:

• Coates Hire (NZ) Limited: Bell Gulley, Level 22, Vero Centre, 48 Shortland Street, Auckland, NZ
• PT Coates Hire Indonesia: Gedung World Trade Centre 5 Lt. 3A, JI.Jend. Surdiman Kav. 29-31, Karet, Setiabudi, Jakarta, 12920 Indonesia
• PT Coates Services Indonesia: WISMA GKBI Lt. 39 S3901 JI. Jend. Surdiman No. 28, Bendungan Hiliar, Tnar Abung, Jakarta Pusat, DKI Jakarta Raya, Indonesia

Annexure 'B'

This is Annexure 'B' of 3 pages referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 1 July 2020.

Warren Coatsworth Company Secretary

Table 1 – 06/04/2017 to 13/04/2020

Holder of relevant interest		Date of acquisition Consideration (7)		Class and number ofsecurities
		Cash	Non-cash
SGH, Network Investment and each member of the SGH Group	06/04/2017	$4,027,221.50	-	1,233,490 ordinary shares
SGH, Network Investment and each member of the SGH Group	07/04/2017	$1,510,336.60	-	478,000 ordinary shares
SGH, Network Investment and each member of the SGH Group	10/04/2017	$772,634.98	-	242,799 ordinary shares
SGH, Network Investment and each member of the SGH Group	11/04/2017	$817,389.65	-	256,235 ordinary shares
SGH, Network Investment and each member of the SGH Group	12/04/2017	$534,049.96	-	167,898 ordinary shares
SGH, Network Investment and each member of the SGH Group	13/04/2017	79,464.44	-	25,040 ordinary shares
Total				2,403,462 ordinary shares

Table 2– 26/06/2020 to 01/07/2020

Holder of relevant interest	Date of acquisition Consideration (7)			Class and number ofsecurities
		Cash	Non-cash
SGH, Network Investment and each member of the SGH Group	26/06/2020	$1.525 per share -		25,083 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.480 per share -		1,299 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.485 per share -		15,451 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.490 per share -		5,469 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.495 per share -		8,439 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.500 per share -		11,557 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.505 per share -		15,348 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.510 per share -		11,794 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.515 per share -		6,743 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.520 per share -		7,766 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.525 per share -		25,206 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.530 per share -		69,821 ordinary shares

SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.535 per share -	17,880 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.540 per share -	5,260 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.545 per share -	52,201 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.548 per share -	4,862 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.550 per share -	18,773 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.555 per share -	42,019 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.558 per share -	716 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.560 per share -	19,537 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.565 per share -	12,539 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.570 per share -	8,878 ordinary shares
SGH, Network Investment and each member of the SGH Group	29/06/2020	$1.575 per share -	7,328 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.515 per share -	2,882 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.520 per share -	5,525 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.525 per share -	5,555 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.528 per share -	71 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.530 per share -	30,442 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.535 per share -	45,183 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.540 per share -	26,855 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.545 per share -	4,801 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.550 per share -	777,831 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.555 per share -	1,401 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.560 per share -	1,234 ordinary shares
SGH, Network Investment and each member of the SGH Group	30/06/2020	$1.565 per share -	4,363 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.535 per share -	536 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.545 per share -	181 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.550 per share -	57 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.555 per share -	152 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.560 per share -	116 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.565 per share -	1,700 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.570 per share -	151,605 ordinary shares

SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.572 per share -	18 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.575 per share -	3,107 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.577 per share -	36 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.580 per share -	3,968 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.585 per share -	6,049 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.590 per share -	8,739 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.595 per share -	4,589 ordinary shares
SGH, Network Investment and each member of the SGH Group	1/07/2020	$1.600 per share -	9,576 ordinary shares
TOTAL			1,490,541 ordinary shares