SGH LIMITED — Major Shareholding Notification 2021

Apr 26, 2021

27 April 2021

Company Announcements Office Australian Securities Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000 By electronic lodgement

Total Pages: 5 (including covering letter)

Dear Sir/Madam

Notice of Change of Interests of Substantial Holder

As notified to the ASX today, the voting power in Seven Group Holdings Limited ("SGH") (ASX: SVW) of the entities controlled by Mr Kerry Stokes AC has decreased to 57.33% as a result of the completion of the $500 million placement and the corresponding increase in SGH shares on issue.

SGH and its subsidiaries (the SGH Group) are technically "associates" of those entities by virtue of the operation of the Corporations Act. The SGH Group's resulting voting power in SGH has therefore decreased in a corresponding fashion, details of which are set out in the attached notice.

Yours faithfully

Warren Coatsworth Company Secretary

Seven Group Holdings Limited | A BN 46 142 003 469

Level 30, 175 LiverpoolStreet, Sydney NSW 2000 Australia | P ostal Address: PO Box 745, Darlinghurst NSW 1300Australia| T elephone +6 1 2 8777 7777 | Facsimile +6 1 2 8 777 7192

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company Name/Surname Seven Group Holdings Limited (SGH)

ACN/ARSN 142 003 469

1. Details of substantial holder (1)

Sev en Group Holdings Limited (SGH) and SGH's subsidiaries as set out in Annex ure A (SGH Group)

ACN (if applicable) 142 003 469

Name

There was a change in the interests of the substantial holder on 23/04/2021 The previous notice was given to the company on 28/09/2018 The previous notice was dated 28/09/2018

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	207,304,349	61.12%(based on 339,155,233ordinary shares on issue)	207,304,349	57.33%(based on 361,579,878ordinary shares on issue)

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
23/04/2021	North Aston Pty Limited ACN 009387 606 (North Aston), Wrox byPty Limited ACN 061 621 921(Wroxby), Tiberius (Sev enInv estments) Pty Limited ACN608 687 690 (TSI), and AshblueHoldings Pty Limited ACN 068180 898 (Ashblue), (collectiv ely,the Stokes Holders)	Dilution of v oting pow er by3.75% resulting from the issueof 22,222,222 ordinary sharesunder the $500 million fullyunderw ritten placementannounced on 19 April 2021	N/A	N/A	N/A
04/08/2018	The Stokes Holders	Dilution of v oting pow er by0.04% resulting from the issueof 202,423 ordinary shares onconv ersion of TELYS4 inaccordance w ith theEx planatory Memorandumlodged on 24 August 2018	N/A	N/A	N/A

4. Present relevant interest

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

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Nature of relevant interest (6)	Class and numberof securities	Person's votes
The StokesHolders	North Aston(124,110,000),Wrox by(13,731,907),TSI (10,000,000)and Ashblue(59,462,442)	North Aston(124,110,000),Wrox by(13,731,907),TSI (10,000,000)and Ashblue(59,462,442)	Relev ant interests of North Aston,Wrox by , TSI and Ashblue arise unders608(1)(a) of the Corporations Act asregistered holder, or entitled to beregistered holder, and under s608(1)(b)of the Corporations Act pursuant to av oting agreement in relation to SGH	207,304,349	207,304,349

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 and each of the SGH Group members is an associate of the Stokes Holders undersection 12(2)(a)(iii) of the Corporations Act because they are under the common controlof Mr Kerry Matthew Stokes AC. The members of SGH Group are set out in Annex ure"A", some entities of w hich may have become members, or ceased to be members, sincethe last notice w as giv en.

6. Addresses

The addresses of persons in this form are as follows:

Name	Address
SGH	Lev el 30, 175 Liv erpool Street, Sy dney , NSW, 2000
SGH Group	See Annex ure A
The Stokes Holders	Lev el 3, 30 Kings Park Road, West Perth, WA 6005

Signature

print name	Warren Coatsw orth	capacity	Company Secretary
sign her e		date	27 April 2021

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 27 April 2021.

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 FZCOAllightSykes Pty LtdAllightSykes New Zealand LimitedAllight Sykes SA (Proprietary) LimitedF.G.W Pacific Pty LtdMining Equipment Spares Pty Ltd	ACN070 926 555N/a053 434 807N/aN/a085 531 353133 869 191
National Hire Facilitation Pty Limited	128 890 442
National Hire Group LimitedPrimax USA Inc	076 688 938N/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