SGH LIMITED — Share Issue/Capital Change 2020

Dec 17, 2020

18 December 2020

Company Announcements Officer Australian Securities Exchange Limited 20 Bridge Street Sydney NSW 2000

Total Pages: 13 (including covering letter)

APPENDIX 3G AND CHANGES IN EXECUTIVE LTI OPPORTUNITY

In accordance with listing rule 3.10, the attached Appendix 3G provides details of the issue of equity securities under the Seven Group Holdings FY21 Long Term Incentive ("LTI") Plan. Eligible participants receive performance rights to acquire shares in the Company subject to meeting performance hurdles over a three-year measurement period from 1 July 2020 to 30 June 2023. Any shares acquired by participants are then subject to a holding lock of an additional 12 months.

Details of FY21 LTI awards to Key Management Personnel (KMP), excluding the Managing Director & CEO ("MD & CEO") Mr R Stokes AO, are included in the Appendix 3G. As previously disclosed the MD & CEO, has an interest in the Company which represents more than 10% of the Company's issued share capital and accordingly his LTI awards will be cash settled. LTI awards for the MD & CEO are on the same terms and conditions as other KMP, with any vesting subject to meeting performance hurdles over a three year measurement period as well as an additional holding lock of 12 months.

Following feedback from stakeholders and to align with appropriate market comparators, the Board has determined to increase the FY21 LTI opportunity for KMP to 75% of fixed remuneration and increase MD & CEO's FY21LTI opportunity to 100% of his fixed remuneration. There has been no change in the fixed remuneration of the MD & CEO since his appointment in 2015.

This release has been authorised to be given to ASX by the Company Secretary of Seven Group Holdings.

Ends.

For more details:

Jim Kelly +61 412 549 083 Courtney Howe +61 404 310 364

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

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Questionno	Question	Answer
1.1	*Name of entityWe (the entity here named) give notice of the issue,conversion or payment up of the following unquoted+securities.	Seven Group Holdings Limited
1.2	*Registration type and numberPlease supply your ABN, ARSN, ARBN, ACN oranother registration type and number (if you supplyanother registration type, please specify both the typeof registration and the registration number).	ABN 46 142 003 469
1.3	*ASX issuer code	SVW
1.4	*This announcement isTick whichever is applicable.	☒A new announcement☐An update/amendment to a previousannouncement☐A cancellation of a previousannouncement
1.4a	*Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update.	Not applicable
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.	Not applicable
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.	Not applicable
1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.	Not applicable
1.5	*Date of this announcement	18 December 2020

Part 2 – Type of issue

QuestionNo.	Question	Answer
2.1	*The +securities the subject of thisnotification are:Select whichever item is applicable.If you wish to notify ASX of different types of issues ofsecurities, please complete a separate Appendix 3Gfor each type of issue.	☐ +Securities issued as a result of optionsbeing exercised or other +convertible+securities being converted and that arenot to be quoted on ASX☐ Partly paid +securities that have beenfully paid up and that are not to bequoted on ASX☒ +Securities issued under an +employeeincentive scheme that are not beingimmediately quoted on ASX☐ Other[please specify]If you have selected 'other' please provide thecircumstances of the issue here:
2.2a.1	Please state the number and type ofoptions that were exercised or other+convertible securities that were converted(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".	Not applicable
2.2a.2	And the date the options were exercised orother +convertible securities wereconverted:Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the options was exercised orconvertible securities was converted.	Not applicable
2.2b.1	Please state the number and type of partlypaid +securities that were fully paid up(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".	Not applicable
2.2b.2	And the date the +securities were fully paidup:Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the securities was fully paid up.	Not applicable

2.2c.1	Please state the number and type of+securities (including their ASX securitycode) issued under an +employeeincentive scheme that are not beingimmediately quoted on ASXAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		Incentive (LTI) Plan	469,034 Seven Group Holdings Limitedperformance rights issued under the SevenGroup Holdings Limited Long-Term
2.2c.2	*Please attach a document or providedetails of a URL link for a document lodgedwith ASX detailing the terms of the+employee incentive scheme or asummary of the terms.Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		period.ual2020_Final_Linked.pdf	Each performance right is an entitlement toreceive one fully paid share in SVW withvesting subject to the achievement ofperformance hurdles over a three-yearFor further details refer to the RemunerationReport contained in in Seven Group HoldingLimited's 2020 Annual Report (accessible athttps://www.sevengroup.com.au/assets/AnnReports/ab44ed020a/SGH_Annual_Report_
2.2c.3	*Are any of these +securities being issuedto +key management personnel (KMP) oran +associateAnswer this question if your response to Q2.1 is"securities issued under an employee incentive		Yes
	scheme that are not being immediately quoted onASX".
2.2c.3.a	*Provide details of the recipients and the number of +securities issued to each of them.Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that arenot being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the tablebelow for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of theKMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,insert the name of the associate in "Name of registered holder".
	Name of KMP	Name of registered holder		Number of +securities
	Gitanjali Bhalla	Gitanjali Bhalla		26,018
	Jarvas Croome	Jarvas Croome		52,999
	James Goth	James Goth		38,545
	Richard Richards	Richard Richards		57,818
	Murray Vitlich	Murray Vitlich		43,363
2.2d.1	*The purpose(s) for which the entity isissuing the +securities is:Answer this question if your response to Q2.1 is"Other".You may select one or more of the items in the list.		☐☐☐☐☐Additional details:	To raise additional working capitalTo fund the retirement of debtTo pay for the acquisition of an asset[provide details below]To pay for services rendered[provide details below]Other [provide details below]

2.2d.2	Please provide any further informationneeded to understand the circumstances inwhich you are notifying the issue of these+securities to ASX, including (if applicable)why the issue of the +securities has notbeen previously announced to the marketin an Appendix 3BYou must answer this question if your response toQ2.1 is "Other". If there is no other information toprovide, please answer "Not applicable" or "N/A".	Not applicable
2.3	*The +securities being issued are:Tick whichever is applicable	☒Additional +securities in an existingunquoted class that is already recordedby ASX ("existing class")
		☐New +securities in an unquoted classthat is not yet recorded by ASX ("newclass")

Part 3A – number and type of +securities being issued (existing class)

QuestionNo.	Question	Answer
3A.1	*ASX security code & description	Performance rights, each being anentitlement to receive one fully paidordinary share in Seven Group HoldingsLimited (ASX: SVW) subject to theachievement of performance hurdles over athree-year period.
3A.2	*Number of +securities being issued	469,034
3A.3a	*Will the +securities being issued rankequally in all respects from their issue datewith the existing issued +securities in thatclass?	Yes
3A.3b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3A.3a is"No".	Not applicable
3A.3c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "Yes".	Not applicable
3A.3d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "No".	Not applicable

Answer the questions in this part if your response to Q2.3 is "existing class".

3A.3e	*Please state the extent to which the+securities do not rank equally:	Not applicable
	•in relation to the next dividend,distribution or interest payment; or
	•for any other reason
	Answer this question if your response to Q3A.3a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.

Part 3B – number and type of +securities being issued (new class)

QuestionNo.	Question	Answer
3B.1	*Security description
3B.2	*Security typeSelect one item from the list that best describes thesecurities the subject of this form. This will determinemore detailed questions to be asked about the securitylater in this section. Select "ordinary fully or partly paidshares/units" for stapled securities or CDIs. For interestrate securities, please select the appropriate choicefrom either "Convertible debt securities" or "Nonconvertible debt securities". Select "Other" forperformance shares/units and performanceoptions/rights or if the selections available in the list donot appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units☐Options☐+Convertible debt securities☐Non-convertible +debt securities☐Redeemable preference shares/units☐Other
3B.3	ISIN codeAnswer this question if you are an entity incorporatedoutside Australia and you are issuing a new class ofsecurities other than CDIs. See also the note at the topof this form.
3B.4	*Number of +securities being issued
3B.5a	*Will all the +securities issued in this classrank equally in all respects from the issuedate?	Yes or No
3B.5b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3B.5a is"No".	Yes or No
3B.5c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "Yes".
3B.5d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "No".

Answer the questions in this part if your response to Q2.3 is "new class".

3B.5e	*Please state the extent to which the+securities do not rank equally:
	•in relation to the next dividend,distribution or interest payment; or
	•for any other reason
	Answer this question if your response to Q3B.5a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.
3B.6	Please attach a document or provide a URLlink for a document lodged with ASX settingout the material terms of the +securitiesbeing issued
	You may cross reference a disclosure document, PDS,information memorandum, investor presentation orother announcement with this information provided ithas been released to the ASX Market AnnouncementsPlatform.
3B.7	*Have you received confirmation from ASXthat the terms of the +securities areappropriate and equitable under listing rule6.1?	Yes or No
	Answer this question only if you are an ASX Listing.(ASX Foreign Exempt Listings and ASX Debt Listingsdo not have to answer this question).
	If your response is "No" and the securities have anyunusual terms, you should approach ASX as soon aspossible for confirmation under listing rule 6.1 that theterms are appropriate and equitable.
3B.8a	Ordinary fully or partly paid shares/units detailsAnswer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currencyThis is the currency in which the face amount of anissue is denominated. It will also typically be thecurrency in which distributions are declared.
	*Will there be CDIs issued over the+securities?	Yes or No
	*CDI ratio	X:Y
	Answer this question if you answered "Yes" to theprevious question. This is the ratio at which CDIs canbe transmuted into the underlying security (e.g. 4:1means 4 CDIs represent 1 underlying securitywhereas 1:4 means 1 CDI represents 4 underlyingsecurities).
	*Is it a partly paid class of +security?	Yes or No
	*Paid up amount: unpaid amount	X:Y
	Answer this question if answered "Yes" to theprevious question.
	The paid up amount represents the amount ofapplication money and/or calls which have been paidon any security considered 'partly paid'
	The unpaid amount represents the unpaid or yet to becalled amount on any security considered 'partlypaid'.
	The amounts should be provided per the security

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

	*Is it a stapled +security?	Yes or No
	This is a security class that comprises a number ofordinary shares and/or ordinary units issued byseparate entities that are stapled together for thepurposes of trading.
3B.8b	Option detailsAnswer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currency
	This is the currency in which the exercise price ispayable.
	*Exercise price
	The price at which each option can be exercised andconvert into the underlying security. If there is noexercise price please answer as $0.00.
	The exercise price should be provided per thesecurity currency (i.e. if the security currency is AUD,the exercise price should be expressed in AUD).
	*Expiry dateThe date on which the options expire or terminate.
	*Details of the number and type of+security (including its ASX security code ifthe +security is quoted on or recorded byASX) that will be issued if an option isexercised
	For example, if the option can be exercised to receiveone fully paid ordinary share with ASX security codeABC, please insert "One fully paid ordinary share(ASX:ABC)".
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, orredeemable preference shares/units
	Answer the questions in this section if you selected one of these security types in your response to Question
	3B.2.Debt and Hybrid Securities" for further information on certain terms used in this section	Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted
	*Type of +security	☐Simple corporate bond
	Select one item from the list	☐Non-convertible note or bond
		☐Convertible note or bond
		☐Preference share/unit
		☐Capital note
		☐Hybrid security
		☐Other
	*+Security currency
	This is the currency in which the face value of thesecurity is denominated. It will also typically be thecurrency in which interest or distributions are paid.
	Face value
	This is the principal amount of each security.
	The face value should be provided per the securitycurrency (i.e. if security currency is AUD, then theface value per security in AUD).

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

*Interest rate type	☐Fixed rate
Select one item from the list	☐Floating rate
Select the appropriate interest rate type per the termsof the security. Definitions for each type are provided	☐Indexed rate
in the Guide to the Naming Conventions and Security	☐Variable rate
Descriptions for ASX Quoted Debt and HybridSecurities	☐Zero coupon/no interest
	☐Other
Frequency of coupon/interest payments	☐
per year	Monthly☐
Select one item from the list.	Quarterly
	☐Semi-annual
	☐Annual
	☐No coupon/interest payments
	☐Other
First interest payment date
A response is not required if you have selected "Nocoupon/interest payments" in response to the
question above on the frequency of coupon/interestpayments
Interest rate per annumAnswer this question if the interest rate type is fixed.	% p.a.
*Is the interest rate per annum estimated	Yes or No
at this time?
Answer this question if the interest rate type is fixed.
If the interest rate per annum is estimated,
then what is the date for this information tobe announced to the market (if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is "Yes".
Answer "Unknown" if the date is not known at thistime.
*Does the interest rate include a reference	Yes or No
rate, base rate or market rate (e.g. BBSW
or CPI)?
Answer this question if the interest rate type is floatingor indexed
*What is the reference rate, base rate ormarket rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previousquestion is "Yes".
*Does the interest rate include a margin	Yes or No
above the reference rate, base rate or
market rate?Answer this question if the interest rate type is floating
or indexed.
*What is the margin above the reference	% p.a.
rate, base rate or market rate (expressedas a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previousquestion is "Yes".

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

*S128F of the Income Tax Assessment Actstatus applicable to the +securitySelect one item from the listFor financial products which are likely to give rise to apayment to which s128F of the Income Tax	☐s128F exempt☐Not s128F exempt☐s128F exemption status unknown
Assessment Act applies, ASX requests issuers toconfirm the s128F status of the security:•"s128F exempt" means interest payments are nottaxable to non-residents;	☐Not applicable
•"Not s128F exempt" means interest payments aretaxable to non-residents;
•"s128F exemption status unknown" means theissuer is unable to advise the status;
•"Not applicable" means s128F is not applicable tothis security
*Is the +security perpetual (i.e. no maturitydate)?	Yes or No
*Maturity date
Answer this question if the security is not perpetual
*Select other features applicable to the	☐Simple
+security	☐Subordinated
Up to 4 features can be selected. Further informationis available in the Guide to the Naming Conventions	☐Secured
and Security Descriptions for ASX Quoted Debt andHybrid Securities.	☐Converting
	☐Convertible
	☐Transformable
	☐Exchangeable
	☐Cumulative
	☐Non-Cumulative
	☐Redeemable
	☐Extendable
	☐Reset
	☐Step-Down
	☐Step-Up
	☐
	Stapled☐None of the above
*Is there a first trigger date on which a right	Yes or No
of conversion, redemption, call or put canbe exercised (whichever is first)?
*If yes, what is the first trigger date
Answer this question if your response to the previousquestion is "Yes".
Details of the number and type of +security(including its ASX security code if the+security is quoted on ASX) that will beissued if the securities to be quoted areconverted, transformed or exchangedAnswer this question if the security features include
"converting", "convertible", "transformable" or"exchangeable".
For example, if the security can be converted into1,000 fully paid ordinary shares with ASX securitycode ABC, please insert "1,000 fully paid ordinaryshares (ASX:ABC)".

Part 4 – Issue details

QuestionNo.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue?Answer this question if your response to Q4.1 is"Yes".	18 December 2020
4.1b	*What is their proposed date of issue?Answer this question if your response to Q4.1 is "No".	Not applicable
4.2	*Are the +securities being issued for acash consideration?If the securities are being issued for nil cashconsideration, answer this question "No".	No
4.2a	*In what currency is the cash considerationbeing paidFor example, if the consideration is being paid inAustralian Dollars, state AUD.Answer this question if your response to Q4.2 is"Yes".	Not applicable
4.2b	*What is the issue price per +securityAnswer this question if your response to Q4.2 is "Yes"and by reference to the issue currency provided inyour response to Q4.2a.Note: you cannot enter a nil amount here. If thesecurities are being issued for nil cash consideration,answer Q4.2 as "No" and complete Q4.2c.	Not applicable
4.2c	Please describe the consideration beingprovided for the +securitiesAnswer this question if your response to Q4.2 is "No".	Not applicable
4.3	Any other information the entity wishes toprovide about the issue

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

*Total number of +securities on issue
1,003,521
*ASX security code and descriptionPerformance rights

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
• your response to Q2.1 is "Other"

QuestionNo.	Question	Answer
6.1	*Are the securities being issued underListing Rule 7.2 exception 131 and thereforethe issue does not need any security holderapproval under Listing Rule 7.1?Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".	No
6.2	*Has the entity obtained, or is it obtaining,+security holder approval for the issueunder listing rule 7.1?Answer this question if the response to Q6.1 is "No".	No
6.2a	*Date of meeting or proposed meeting toapprove the issue under listing rule 7.1Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "Yes".	Not applicable
6.2b	*Are any of the +securities being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No".	Yes

1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
• (b) the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
  • a summary of the terms of the scheme.
  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
  • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

6.2b.1	*How many +securities are being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2b is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure B to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1 to issuethat number of securities.	469,034 performance rights
6.2c	*Are any of the +securities being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A (if applicable)?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No".	No
6.2c.1	*How many +securities are being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2c is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure C to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1A toissue that number of securities.	Not applicable

Introduced 01/12/19; amended 31/01/20