SGH LIMITED — Share Issue/Capital Change 2022

Oct 16, 2022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

SEVEN GROUP HOLDINGS LIMITED

Date of this announcement

Monday October 17, 2022

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
SVWAB	SHARE RIGHTS	183,321	10/10/2022
SVWAB	SHARE RIGHTS	651,025	14/10/2022

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

SEVEN GROUP HOLDINGS LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

46142003469

1.3 ASX issuer code

SVW

1.4 The announcement is

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New announcement

1.5 Date of this announcement

17/10/2022

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

SVWAB : SHARE RIGHTS

Date the +securities the subject of this notification were issued

10/10/2022

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

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Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Gitanjali Bhalla	Gitanjali Bhalla	14,717
Jarvas Croome	Jarvas Croome	25,300
James Goth	James Goth	17,680
Richard Richards	Richard Richards	28,079
Murray Vitlich	Murray Vitlich	24,709

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

For further details refer to the Remuneration Report contained in Seven Group Holding Limited's 2022 Annual Report (accessible at https://www.sevengroup.com.au/assets/3a747c8e4c/20632_SGH_AR_FULL_V12.pdf)

Any other information the entity wishes to provide about the +securities the subject of this notification

Seven Group Holdings Limited share rights issued under the Seven Group Holdings Limited Short-Term Incentive Plan, representing 50% of the FY22 STI awards to participants that vest after two years subject to continued employment.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

183,321

ASX +security code and description

SVWAB : SHARE RIGHTS

Date the +securities the subject of this notification were issued

14/10/2022

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Gitanjali Bhalla	Gitanjali Bhalla	35,788
Jarvas Croome	Jarvas Croome	61,348
James Goth	James Goth	40,898
Richard Richards	Richard Richards	73,617
Murray Vitlich	Murray Vitlich	51,123

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

For further details refer to the Remuneration Report contained in Seven Group Holding Limited's 2022 Annual Report (accessible at https://www.sevengroup.com.au/assets/3a747c8e4c/20632_SGH_AR_FULL_V12.pdf)

Any other information the entity wishes to provide about the +securities the subject of this notification

Seven Group Holdings Limited performance rights issued under the Seven Group Holdings Limited FY23 Long-Term Incentive Plan. Each performance right is an entitlement to receive one fully paid share in SVW with vesting subject to the achievement of performance hurdles over a three-year period.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

582,315

ASX +security code and description

SVWAB : SHARE RIGHTS

Date the +securities the subject of this notification were issued

14/10/2022

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

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Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Jarvas Croome	Jarvas Croome	46,946

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Grant of share rights are rights to acquire fully paid ordinary shares in the company subject to the participant's continued employment up to and including 14 October 2024. This includes the participant not providing or having been provided notice of termination during this period. The vesting period is from 1 July 2022 to 14 October 2024, with the rights allocated on the effective Grant Date of 14 October 2022. The share rights are determined with respect to the award value divided by SGH's 5 day Volume Weighted Average Price to 30 June 2022 and a discount factor to take into account dividends foregone over the vesting period. Rights convert to shares, subject to the terms and conditions of the award being satisfied, on or around 14 October 2024 (vesting date).

Any other information the entity wishes to provide about the +securities the subject of this notification

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

68,710

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
SVW : ORDINARY FULLY PAID	363,260,588
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
SVWAA : CONVERTIBLE NOTES	3,500
SVWAB : SHARE RIGHTS	1,526,668

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

834,346

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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