2021 Annual Report SGH Annual Report 2021 Contents Our purpose Our Businesses 02 Our strategy Recognising and 04 Chairman’s Letter 08 MD & CEO’s Letter 12 Our proven track record serving exceptional 14 Our businesses 16 Industrial Services businesses. 16 WesTrac 18 Coates 20 Boral Who we are 22 Energy 24 Media Seven Group Holdings Limited (SGH) is a 25 Other Investments leading Australian diversified operating and 26 Sustainability investment group with market leading Operating and Financial Review businesses and investments in industrial 32 Operating and Financial Review services, oil and gas, and media. 38 Risk Factors Associated with SGH Strategic objective Governance and Directors’ Report 44 Board of Directors Maximise return to stakeholders 46 Executive Management through long-term sustainable value creation. 48 Corporate Governance Overview 48 Directors’ Report 58 Remuneration Report Our values 81 Auditor’s Independence Declaration Financial Report Respect 83 Primary Statements 87 Notes to the Financial Statements Owner’s mindset 145 Directors’ Declaration 146 Independent Auditor’s Report Courage Other Information Agility 151 Shareholder Information 151 Investor Information 152 Company Information SGH market capitalisation growth 152 Corporate Directory 2011 to 2021 $2.2bn $8.3bn Our Businesses Operating & Financial Review Governance & Directors’ Report Financial Report 1 “Our Group result reflects the strong performance of our key operating businesses. This strength has then been leveraged to support transformative growth.” Ryan Stokes AO, MD & CEO Performance Revenue Underlying Statutory Operating Cash Highlights $m EBIT $m EBIT $m Flow $m 1000 5000 800 800 800 700 700 9 4000 7.9 925.6 7. 600 600 792.1 73 600 72 4,838.7 500 500 3000 4,562.6 1 622.4 400 400 4. 4,084.0 400 538.2 2000 51 300 300 570.4 3,397.8 468.2 .3 470.7 200 200 2,884.7 200 33 1000 381.2 119.8 3 100 100 295.8 253.1 0 0 0 0 9 1 9 1 9 1 9 1 2017 2018 201 2020 202 2017 2018 201 2020 202 2017 2018 201 2020 202 2017 2018 201 2020 202 Five year results 2021 2020(a) 2019 2018(b) 2017(b) $m $m $m $m $m Revenue 4,838.7 4,562.6 4,084.0 3,397.8 2,884.7 Underlying results(c) EBIT 792.1 737.9 727.9 514.1 333.3 Profit before tax 634.2 587.8 567.2 410.3 249.8 Underlying EPS ($) 1.46 1.39 1.37 1.00 0.67 Statutory results Profit before tax 762.7 231.1 309.0 483.8 79.3 Profit after tax 634.6 117.5 202.9 415.6 46.2 Reported EPS ($) 1.84 0.34 0.60 1.27 0.07 Operating cash flow per share(d) ($) 1.81 1.59 1.40 0.82 1.05 Free cash flow per share(e) ($) 1.31 0.83 0.61 0.34 0.96 Full year fully franked ordinary dividend paid per share ($) 0.44 0.42 0.42 0.42 0.41 (a) 2020 figures have been restated. Refer to Note 1 of Financial Report for further detail. (b) 2018 and 2017 figures include continued and discontinued operations. (c) Underlying results comprise statutory results adjusted for significant items and are separately disclosed in Note 3: Significant items of the Financial Report to assist users in understanding the financial performance of the Group. Underlying results are reconciled to statutory performance on page 32. They are a non-IFRS measure and have not been audited or reviewed. (d) Operating cash flow per share is calculated by dividing the operating cash flow of the Group by the weighted average number of ordinary shares outstanding during the year. (e) Free cash flow is operating cash flow less net capital expenditure of the Group divided by the weighted average number of ordinary shares outstanding during the year. 2 SGH Annual Report 2021 Our strategy Our Enablers Our Business Model The inputs that enable us to Seven Group Holdings Limited is a leading successfully operate our business Australian diversified operating and investment to create and share value. group with market leading businesses. Exceptional People Purpose People are our most important asset, and employing and retaining exceptional people is a key pillar of the Group’s strategic framework. Recognising and Operational Excellence serving exceptional businesses Ability to undertake strategic pivots, our ability to identify and execute against opportunity, operating Strategic efficiency, DIFOT, focus on free objective Maximise return to stakeholders cash flow not financial returns. through long term sustainable value creation Financial Acumen Values Owner’s Respect Courage Agility Disciplined capital management to mindset support long-term valuation creation. Maintain optimal balance to capture growth opportunities and maintain Pillars and grow dividends over time. Exceptional Operational Financial Assets people excellence returns Best-in-class Assets A portfolio of market leading positions in essential, high-growth markets with great sectorial opportunities. Our Strategy Evolving and Securing Shaping the systematising our value from our group in a operating model investments changing to drive and serve and driving new environment. our operating opportunities. businesses. Our Businesses Operating & Financial Review Governance & Directors’ Report Financial Report 3 Our structure Exceptional businesses Our purpose is to recognise and serve exceptional businesses. ASX: SVW Industrial Energy Media Services (100% owned) (30% owned) (40% owned) (100% owned) (100% owned) (June 26%, July 70% owned) Segment UEBIT: Segment UEBIT: Segment UEBIT: WesTrac $400.2m $102.3m $57.0 m Coates $211.6m Boral $38.0m Our strengths Transaction Disciplined Financial Market leading execution management returns assets 4 SGH Annual Report 2021 Chairman’s Letter ASX: SVW 22.88 Another year of Seven Group Holdings share price (2010–2021) strong operational and financial results. Underlying EBIT $792.1m Dividends per share $5.74 $0.46 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Kerry Stokes AC Executive Chairman Our Businesses Operating & Financial Review Governance & Directors’ Report Financial Report 5 This 2021 Annual Report highlights another year of strong financial and operational results achieved by disciplined execution of our strategy to create value. The result was primarily driven by the performance of WesTrac led by Jarvas Croome in WA and Greg Graham in NSW, and Coates led by Murray Vitlich. A Boral concrete agitator, Brisbane, QLD The financial result delivered for FY21 reflects the benefits of our diversified portfolio of businesses and clearly demonstrates the value in owning quality businesses. We again recorded growth in revenue, underlying EBIT and cashflow. Therefore, ensuring previous guidance provided was achieved. The FY21 result also includes equity accounted contributions from Beach Energy, Seven West Media and Boral. Our partnership with Caterpillar Inc. has never been stronger We are fortunate to have quality leadership in all our and we continue to work hard to support all our customers to businesses supported by prudent and judicious management create the best solutions and outcomes. Our common focus of financial resources. on advanced technologies led to a world first. The WesTrac The Board decision to increase the dividend by 10 per cent Technology Training Centre is now the only dedicated training is in line with our objective of maximising long-term sustainable facility of autonomous haulage in Australia. returns to our shareholders and this demonstrates our WesTrac has had an exceptional year and has been selected confidence in the outlook and the continued strength of by the majority of major miners as their supplier of choice. our businesses. Numerous new mining projects underway and planned, As a result of our fiscal discipline, we were able to quickly ensures not only a successful year but the foreseeable future recognise the opportunity that Boral represented to our looks very encouraging. Group. With the growing national infrastructure pipeline, as Throughout the year, Coates has been able to deliver strong well as economic activity, a takeover for Boral presented the margin improvement and is positioned for the increasing most compelling opportunity for the Group. As a result of the infrastructure activity that is expected. It’s been pleasing to success of the takeover bid, we are now in a position to drive see growth through the year with initiatives such as industrial the business improvement and deliver an uplift in earnings shuts and engineering solutions forming part of the offering and create shareholder value for Boral and SGH. to customers. A disciplined approach to capital management, including Our energy assets are well positioned for the recovery in an institutional placement that raised $500 million coupled energy demand with both the East Coast gas market and with a Share Purchase Plan (SPP) that raised an additional global LNG demand expected to grow. We believe that gas $33 million, allowed us to secure a $6.2 billion Bridge facility remains an important transitionary energy source for the making possible the transformative Boral acquisition. foreseeable future. Energy and particularly dispatchable The continued mining production during COVID-19 benefited energy is critical to support the growth aspirations of our the Group with expanding future planned mines, particularly economy and our regional neighbors. in WA and in iron ore, together with high quality NSW thermal coal, which provide a very strong forward outlook. The Government policy that kept construction and mining during COVID-19, was a major contributor for continued Our strength as a Group employment and economic prosperity. reflects our ability to support and grow businesses that are leaders in their markets. 6 SGH Annual Report 2021 Seven West Media under the leadership of MD & CEO James Warburton, is delivering significant transformation benefits. James and his team continue to focus on reducing operating costs, have a disciplined programming spend and Bushfire assistance, Gidgegannup Showgrounds, WA are accelerating our digital contributions.