SGH LIMITED — Major Shareholding Notification 2021

Apr 26, 2021

15 July 2001 604 page 1/2

Form 604 Corporations Act 2001 Section 671B
		Notice of change of interests of substantial holder
To Company Name/Scheme		Seven Group Holdings Limited (SVW)
ACN/ARSN	142 003 469
Details of substantial holder (1) 1.
Name	847 (Kemast).	Australian Capital Equity Pty Ltd (ACN 009 412 328) (ACE), Wroxby Pty Ltd (ACN 061 621 921) (Wroxby), North Aston Pty Ltd (ACN 009 387 606) (North Aston), each of the entities listed in Part 1 of Annexure A (ACE Group Entities), Ashblue Holdings Pty Ltd (ACN 068 180 898) (Ashblue), Tiberius (Seven Investments) Pty Ltd (ACN 608 687 690) (TSI), Redlake Enterprises Pty Ltd (ACN 068 121 317) (Redlake), Tiberius Pty Ltd (ACN 066 327 419) (Tiberius), each of the entities listed in Part 2 of Annexure A (Tiberius Group Entities), Mr Kerry Matthew Stokes AC (Stokes) and Clabon Pty Ltd (ACN 009 451 601) (Clabon) (collectively, the Substantial Holders) and Kemast Investments Pty Ltd ACN 091 977
ACN/ARSN (if applicable)	See above
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 339.155.233 ordinary shares on issue)	207 304 349	57.33% (based on 361,579,878 ordinary 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 in relation to change (7)	Class and number of securities affected	Person's votes affected
123/04/2021	lSubstantial Holders	Dilution of voting power by 3.75% resulting from the lissue of 22,222,222 ordinary shares in accordance with the Appendix 3B lodged by SVW on 19 April 2021 (Appendix 3B Proposed Issue of Securities)	IN/A	N/A	IN/A
04/08/2018	Substantial lHolders	Dilution of voting power by 0.04% resulting from the issue of 202,423 ordinary shares on conversion of TELYS4 in accordance with the Explanatory Memorandum lodged by SVW on 24 August 2018.	IN/A	N/A	IN/A

4. Present relevant interests

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
Substantial Holders	North Aston (124 110,000) Wroxby (13,731,907) Ashblue (59,462,442) TSI (10,000,000)	North Aston (124.110,000) Wroxby (13,731,907) Ashblue (59,462,442) TSI (10,000,000)	Relevant interests of North Aston, Wroxby, TSI land Ashblue arise under s608(1)(a) of the Corporations Act as registered, or entitled to be registered holder, and under s608(1)(b) of the Corporations Act, pursuant to a voting agreement in relation to Seven Group Holdings Limited (SGH) dated 17 February 2010 that has previously been disclosed and a Supplementary Agreement dated 15 October 2015 to that Voting Agreement that has previously been disclosed.	207 304 349 ordinary shares	207,304,349
			The relevant interest of ACE arises under s608(3)(a) and (b) of the Corporations Act, being a relevant interest held through bodies corporate (North Aston and Wroxby) that ACE controls
			The relevant interest of each of the ACE Group Entities arises under s608(3)(a) of the Corporations Act, being a relevant interest through bodies corporate (Wroxby and North Aston) in which their voting power exceeds 20%.
			Clabon's relevant interest arises under section 608(3)(a) of the Corporations Act as it holds more than 20% of the voting power in ACE.
			The relevant interest of Tiberius arises under s608(3)(a) and (b) of the Corporations Act, being a relevant interest held through bodies corporate (Ashblue and TSI) that Tiberius controls.
			The relevant interest of each of the Tiberius Group Entities arises under s608(3)(a) of the Corporations Act, being a relevant interest through a bodies corporate (Ashblue and TSI) in which their voting power exceeds 20%.
			Rediake's relevant interest anses under section 608(3)(a) of the Corporations Act being a relevant interest held through a body corporate (Tiberius) in which its voting power is more than 20%.
			The relevant interest of Stokes arises under section 608(3)(b) of the Corporations Act, being a relevant interest held through bodies corporate (North Aston, Wroxby, TSI and Ashblue) that he icontrols.
			As each Substantial Holder, other than North Aston, Wroxby, TSI and Ashblue, is not the registered holder of the securities, and they are not presently entitled to be registered as the holder of the securities, their ability to vote or dispose 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

6. Addresses

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

Name	Address
ACE, Wroxby, North Aston, ACE Group Entities, Ashblue, TSI, Tiberius and Tiberius Group Entities, Clabon, Redlake and Kemast	Level 3, 30 Kings Park Road, West Perth, WA 6005
Stokes	Ic/- Level 3, 30 Kings Park Road, West Perth WA 6005

Signature

	print name Robin Frederick Waters		capacity Director/Attorney
sign here		date	27/04/2021

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 $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• 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. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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 stat
• 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 $(b)$ 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.

• 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 $(7)$ contingency. 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.
• 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". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

$-!-!$

$\sim$ $\sim$

Annexure 'A'

This is Annexure 'A' of 2 pages referred to in the Form 604 signed by me and dated 27 April 2021.

Λ 0

Robin Frederick Waters Director/Attorney

PART₁ ACE Group Entities

ENTITY	ACN
ACE (Industrial Property) Holdings Pty Ltd	071 106 600
ACE (Kimberleys) Pty Ltd	607 368 990
ACE (South Guildford) Holdings Pty Ltd	608 439 836
ACE Infrastructure SPV Pty Ltd	621 887 634
ACE P2P Pty Ltd	009 268 124
ACE Property Finance Pty Ltd	009 352 318
Aceinc Pty Ltd	062 367 097
Attavista Pty Ltd	637 841 359
Australian Capital Equity (Developments) Pty Ltd	067 587 679
Australian Capital Finance Pty Ltd	008 560 067
Australian Capital Markets Pty Ltd	065 320 041
Binalong Pty Ltd	009 268 099
Bransfield Pty Ltd	627 826 911
Cartstore Pty Ltd	154 698 807
Clumber House Pty Ltd	618 068 527
Comserv (No 1698) Pty Ltd	009 450 462
Fairburn Nominees Pty Limited	065 339 746
FCP Investments Pty Ltd	065 320 185
Garden Park Pty Ltd	065 339 924
Iberia Pty Ltd	648 926 818
Io Media Tech Pty Ltd	618 505 427
lo Research Pty Ltd	057 711 305
io Technology Pty Ltd	618 439 836
Landfill Gas & Power Holdings Pty Ltd	058 553 478
LimestoneJ Pty Ltd	618 555 221
Mandeland Pty Ltd	630 017 962
Mount House Station Pty Ltd	009 292 522
Napier Corporation Pty Ltd	008 783 560
North Aston Operations Pty Ltd	009 388 489
Pindana Pty Ltd	628 500 372
Remorex Pty Ltd	061 621 878
Swan River Pty Ltd	649 106 972
TracerLock Pty Ltd	096 869 653
Wavelength Nominees Pty Ltd	065 342 307
West Australian Property Management Pty Ltd	008 727 277
Westola Pty Ltd	636 486 416
White Corsair Pty Ltd	009 330 545

PART₂ Tiberius Group Entities

ENTITY

Astraea Investment Consultancy (Shanghai) Co Ltd Astraea Pty Ltd Australian Chinese Capital Investments Ltd Australian Chinese Equity Pty Ltd Northbank Enterprise Hub Pty Ltd Sunrise Marine Holdings Limited Sunrise Marine Limited Sunrise Marine Services Limited Tiberius (Holroyd) Holdings Pty Ltd Tiberius (Holroyd) Pty Ltd Tiberius (Industrial Property) Holdings Pty Ltd Tiberius (NB One) Holdings Pty Ltd Tiberius (Parramatta) Pty Ltd Tiberius China Investment WEPL Investments Pty Ltd White City Pty Ltd

ACN

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