NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (“AGM”) of Limited (“the Company”) will be held on Wednesday, 18 November 2020 at 10.30am (Sydney time). The Company is closely monitoring the impact of the unprecedented COVID-19 virus in and is following guidance from the Federal and State Governments. In light of the social distancing requirements of the Australian and Governments currently in place and the temporary changes in legislation allowing the convening of online, rather than face-to-face meetings, the Board has decided in the interests of the health and safety of shareholders, staff and other stakeholders to hold this year’s AGM virtually. There will not be a physical meeting where shareholders can attend.

Details of how to attend the AGM virtually are set out on the following page.

Additionally, the AGM will be webcast live. Details on how to access the webcast will be posted on the Company’s website (www.sevengroup.com.au) in advance of the meeting. STRENGTH. COMMUNITY. SEVEN GROUP HOLDINGS LIMITED ABN 46 142 003 469 RESILIENCE. 2 How to participate in the AGM

Seven Group Holding Limited’s AGM will be questions as possible. Questions may be moderated or amalgamated if there are multiple questions on the same topic. held at 10:30 am (AEST) on Wednesday, It may not be possible to respond to all questions. Please note 18 November 2020 as a virtual meeting. that individual responses will not be sent to any shareholder. There are a number of ways to participate in the AGM: Questions for the auditor − online: shareholders and proxyholders are encouraged Shareholders may submit written questions to the to participate in the AGM online, which will allow them to Company’s auditor regarding the content of the auditor’s view the meeting, ask questions in writing and vote; or report for the year ended 30 June 2020 or the conduct of its audit of the annual financial report for the year ended − webcast: for viewing the meeting live, however it does 30 June 2020. Written questions must be received by not provide for asking questions or voting. the Company by no later than 5:00 pm (AEST) Friday, Live online participation (including voting) 13 November 2020. Please email any written questions to: Shareholders and proxyholders will be able to participate [email protected]. in the meeting online by: How to participate live online − visiting web.lumiagm.com on a smartphone, tablet or Login computer (using the latest version of Chrome, Safari, Shareholders and proxyholders are encouraged to watch and Internet Explorer 11, Edge or Firefox) and entering the participate in the AGM virtually via the online platform by using: 9 digit meeting ID detailed below; or − computer: enter the following URL in your browser: − downloading the Lumi AGM app from the Apple App https://web.lumiagm.com or or Google Play Stores by searching for Lumi AGM. − mobile device: use the Lumi AGM app. Online registration will open at 9:30 am (AEST) on Wednesday, 18 November 2020 (one hour before the The meeting ID for the Company’s AGM is: 342254632. meeting). Information on how to log on, ask questions You will then need to enter your username and password. and vote online are set out below. Your username is your Investor ID which is printed on your Proxy Form. Proxy voting and proxyholder participation Your password is your postcode registered on your The Company encourages all shareholders to submit a proxy holding if you are an Australian shareholder. For overseas vote online ahead of the meeting. Proxy votes can be lodged shareholders your password will be your “country code” online at www.votingonline.com.au/svwagm2020 or in which can be found in the online User Guide available at hard-copy no later than 10.30 am (Sydney time) on Monday, www.sevengroup.com.au 16 November 2020. Proxyholders will need to contact the Company’s share Further information on lodging a proxy vote ahead of the registry, Boardroom, on 1300 737 760 or +61 2 9290 9600 meeting is available on page 4 of this Notice of Meeting booklet. to obtain their login details to participate live online. Proxyholders will need to contact the Company’s share Non-shareholders may login using the guest portal on the registry, BoardRoom Pty Limited (Boardroom), on Lumi AGM platform. 1300 737 760 or +61 2 9290 9600 to obtain their login details to participate live online. Voting online Once polls are open, shareholders and proxyholders can Webcast vote by clicking on the bar chart icon. The meeting will be webcast live on the Company’s website. Non-shareholders may view the webcast by registering online as a guest. The webcast is ‘view only’, those viewing the webcast through the Company website will not be able to vote or ask questions. Technical difficulties Technical difficulties may arise during the course of the online Questions for the Company meeting. The Chairman has discretion as to whether, and Please note only shareholders may ask questions online how, the online meeting should proceed in the event that during the meeting through the Lumi platform by clicking a technical difficulty arises. In exercising his discretion, the on the question icon, Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the online composing your question and then clicking on the send icon. meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. In the event that it is necessary for the Company to give further updates, information will be provided on Shareholders may also submit written questions in the Company’s website and lodged with the Australian advance of the AGM where indicated on the Proxy Form, Securities Exchange (“ASX”). and then returning to the Company’s share registry, or by emailing their questions prior to the meeting to [email protected] by 10.30 am (AEST) on Monday, 16 November 2020. The Chair will endeavour to address as many of the more frequently raised relevant SGH Notice of Annual General Meeting 2020 3 Agenda – Items of Business

FINANCIAL STATEMENTS GRANT OF SHARE RIGHTS UNDER THE FY20 Item 1 SHORT‑TERM INCENTIVE PLAN FOR THE MANAGING DIRECTOR AND CHIEF EXECUTIVE To receive and consider the Financial Statements of the OFFICER (“MD & CEO”) Company and the entities it controlled for the financial year ended 30 June 2020, together with the statements and reports Item 6 of Directors and auditors attached to the financial statements. To consider and, if thought fit, pass the following resolution as an ordinary resolution: Note: “That approval is given for the grant of a maximum of 35,247 − There is no requirement for members to approve these share rights to the MD & CEO, Mr Ryan Stokes AO, under the statements or reports, and therefore no vote will be held Seven Group Holdings Limited Short‑Term Incentive Plan, on this Item. on the terms summarised in the Explanatory Notes.” RE-ELECTION OF DIRECTORS Note: Item 2 − A voting exclusion statement applies to this Item of In accordance with Article 8.2(a) of the Company’s Business and is set out in full in the Explanatory Notes Constitution, Mr AC retires and being eligible, for Item 6. offers himself for re‑election as a Director of the Company. By order of the Board Item 3 In accordance with Article 8.2(a) of the Company’s Constitution, Mr Chris Mackay retires and being eligible, Yours faithfully offers himself for re‑election as a Director of the Company. Warren Coatsworth Item 4 Company Secretary In accordance with Article 8.2(a) of the Company’s Constitution, The Hon. Warwick Smith AO retires and being eligible, offers 14 October 2020 himself for re‑election as a Director of the Company.

REMUNERATION REPORT Item 5 To adopt the Remuneration Report of the Company for the financial year ended 30 June 2020. Notes: − The vote on this resolution is advisory only and does not bind the Directors or the Company. − The Directors will consider the outcome of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. − A voting exclusion statement applies to this Item of Business and is set out in full in the Explanatory Notes for Item 5. 4 Explanatory Notes

Notes: These explanatory notes relate to the resolutions 1. A member entitled to attend and vote has a right to appoint a proxy. set out in the Notice of Meeting and form part of the A member who is entitled to cast two or more votes is entitled to Notice of Meeting. appoint two proxies. If two proxies are appointed by a member, that member may specify the proportion or number of votes each proxy is appointed to exercise. ITEM 1: If a member appoints two proxies and the appointment does not Financial Statements specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half the votes. The Corporations Act requires the Annual Financial Report 2. Voting exclusions apply to Item 5 and Item 6, details of which are of the Company for the year ended 30 June 2020 (which set out in the Explanatory Notes. includes the financial statements, notes to the financial Unless the Chairman of the meeting is your proxy, members of the statements and Directors’ declaration), and Directors’ Key Management Personnel of the Company (including the Directors) and their closely related parties (as defined under the Corporations Report and the Auditor’s Report to be laid before the Act 2001, which includes spouses, dependants and companies Annual General Meeting. they control) (“Closely Related Parties”) will not be able to vote as a member’s proxy on Item 5 and Item 6 unless the member directs Neither the Corporations Act nor the Company’s Constitution them how to vote on the proxy form. If you intend to appoint one of requires a vote of shareholders on the reports. However, these individuals as your proxy, you should ensure that you direct that shareholders will be given an opportunity to raise questions person how to vote on Item 5 and Item 6. or comments on the management of the Company. If you appoint the Chairman of the meeting as your proxy, or if the Chairman is appointed as a proxy by default, you may: A reasonable opportunity will also be given to shareholders – direct the Chairman how to vote by marking either “For”, “Against” as a whole at the Annual General Meeting to ask the or “Abstain” on the corresponding sections of the proxy form Company’s auditor questions relevant to the conduct of corresponding to Items 5 and/or 6 in accordance with the instructions on that form; or the audit, the preparation and content of the auditor’s – not direct the Chairman how to vote on Items 5 and/or 6, in report, the accounting policies adopted by the Company which case, by submitting the proxy form, you will be expressly in relation to the preparation of the financial statements authorising the Chairman to vote the undirected proxy as he sees fit even if the item is connected with the remuneration of the Key and the independence of the auditor in relation to the Management Personnel of the Company. conduct of the audit. 3. The Chairman intends to vote all available proxies in favour of all items Shareholders can access a copy of the 2020 Annual Report of business. on the Company’s website at www.sevengroup.com.au/ 4. For the purpose of determining a person’s entitlement to vote at the meeting, a person will be recognised as a member and the holder investor-centre/results-and-presentations/ of shares if that person is registered as a holder of those shares at 7.00 pm (Sydney time) on Monday, 16 November 2020. ITEMS 2, 3 AND 4: 5. A proxy need not be a member of the Company. 6. A body corporate that is a shareholder, or which has been Re-Election of Directors appointed as a proxy, may appoint an individual to act as its For the reasons set out later in these Explanatory representative at the meeting. The appointment must comply Notes, the Board, excluding the Director to whom with the requirements of section 250D of the Corporations Act. The representative must ensure that the Company has received each resolution relates, unanimously recommends evidence of his or her appointment, including any authority under that members vote in favour of the re-election which it has been signed in advance of the meeting, unless it has of Mr Kerry Stokes AC, Mr Chris Mackay and previously been given to the Company. 7. A shareholder entitled to attend and vote may appoint an attorney to The Hon. Warwick Smith AO. act on his or her behalf at the Annual General Meeting. An attorney Under the Constitution of the Company, and consistently may but need not be a member of the Company. with the ASX Listing Rules, a Director who has held 8. Duly completed proxy forms must be returned to the Secretary, Seven Group Holdings Limited, either at: office for the longer of three Annual General Meetings – Company Secretariat, Level 30, 175 Liverpool Street, Sydney NSW of the Company or for three years (except the Managing 2000 or fax number: 02 8777 7192; or Director and an alternate director of the Company) – Boardroom Pty Limited, Level 12, Grosvenor Place, 225 George must retire from office. A retiring Director is eligible for Street, Sydney NSW 2000 or fax number: 02 9290 9655; or re‑election. Mr Kerry Stokes AC, Mr Chris Mackay and – completed online at www.votingonline.com.au/svwagm2020, in each case by no later than 10.30 am (Sydney time) on Monday, The Hon. Warwick Smith AO who were each elected at the 16 November 2020. Any power of attorney or authority under Company’s 2017 Annual General Meeting, will each retire which a proxy form is signed (or a copy of that power of attorney and stand for re‑election. or authority, certified as a true copy by statutory declaration) must accompany the proxy form. Under the Constitution, the Managing Director & Chief 9. All resolutions will be decided by poll. On a poll, if your proxy either Executive Officer of the Company, Mr Ryan Stokes AO, does not attend the meeting or registers but does not vote on the is not required to stand for election. resolution in accordance with your directions, your proxy votes will automatically default to the Chairman of the meeting for that Set out on the following page are short biographies of resolution. The Chairman is required to vote any directed proxies in the Directors standing for re-election. the manner directed and may otherwise vote as the Chairman sees fit. 10. The Explanatory Notes form part of this Notice of Meeting. Members should read these documents in full. SGH Notice of Annual General Meeting 2020 5

MR KERRY STOKES AC – Mr Mackay has a track record in building shareholder value EXECUTIVE CHAIRMAN as a senior corporate executive, business founder and Executive Chairman of Seven Group Holdings Limited since leader, and company director. A former investment banker 22 April 2010. Executive Chairman of Limited and corporate and banking lawyer with broad experience since July 1999. Prior to that Non-Executive Chairman since in the financial and corporate sectors over many years, June 1995. Mr Mackay has a deep knowledge of business management, Chairman of Limited (formerly West Australian capital allocation, risk management and investment. He Newspapers Holdings Limited) since 11 December 2008. brings this mindset and expertise to his role on the Board Appointed a Director on 25 September 2008. and its Committees. Having served on the Board since 2010, Mr Mackay has acquired valuable insights into the Mr Stokes’ board memberships include Council Member Company and the diverse industries in which it operates and for the Paley Group (formerly the International Council holds investments. The Board considers that the Company’s for Museum & Television); Chairman and Fellow (since performance and shareholders benefit from having an November 2015) for the (previously appropriate number of longer-serving Directors with detailed a Council Member); and a former Chairman of the knowledge of the history of the Group’s operations as part National Gallery of Australia. Mr Stokes holds professional of the overall composition of Directors on the Board, as recognitions which include an Honorary Doctorate in succession is managed on the Board. Commerce at Edith Cowan University and an Honorary Fellow of Murdoch University. THE HON. WARWICK SMITH AO – Mr Stokes has, throughout his career, been the recipient NON-INDEPENDENT NON-EXECUTIVE DIRECTOR of awards, including Life Membership of the Returned Director of Seven Group Holdings since 12 September 2014. Services League of Australia; 1994 Paul Harris Rotary Member of the Audit & Risk Committee and member of the Fellow Award; 1994 Citizen of for Industry Remuneration & Nomination Committee. & Commerce; 2002 Gold Medal award from the AIDC for Mr Smith has been Chairman of Advisory Board Australian Western Australian Director of the Year; 2007 Fiona Stanley Capital Equity since 1 November 2006. Mr Smith also holds Award for outstanding contribution to Child Health Research; the position of Chairman at Ord Minnett and is a Director of 2009 Richard Pratt Business Arts Leadership Award from the Estia Health Limited since 17 May 2017. Australian Business Arts Foundation; and 2011 Charles Court He has served as Chairman of the Australia-China Council Inspiring Leadership Award; 2013 West Australian of the Year; for over eight years and is the Founding Chair of the 2014 Awarded Keys to the City of and 2014 Awarded National Foundation of Australia-China Relations. He is a Keys to the City of . member of the Business Council of Australia Board where Mr Stokes was awarded Australia’s highest honour, the he is Chair of Trade & Investment and Chair of the Global Companion in the General Division in the Order of Australia Engagement Group. (AC) in 2008. In 1995, he was recognised as Officer in the Mr Smith is former Chairman of New South Wales & Australian General Division of the Order of Australia (AO). Capital Territory and Senior Managing Director of the Australia It is the Board’s view that Mr Kerry Stokes AC is the most New Zealand Banking Group Limited (ANZ), former Chairman appropriate person to lead the Board as its Chairman, ANZ Thailand and former Chairman and Director, ANZ Greater given his history of leadership across the businesses and China. Formerly he was Chairman of E*TRADE, the Australian investments comprising the Group, including in the areas Sports Commission and an Executive Director with Macquarie of heavy equipment management and industrial services, Bank; and a Federal Government Minister with a parliamentary property and media. His experience, business relationships career spanning 15 years. He was also Australia’s first and insights are considered to be invaluable to the Group. Telecommunications Ombudsman. MR CHRIS MACKAY – Mr Smith has also received a Centenary Medal and was twice INDEPENDENT NON-EXECUTIVE DIRECTOR awarded the Order of Australia. Director of Seven Group Holdings Limited since 1 June 2010. Mr Smith is a highly credentialed and experienced company Member of the Audit & Risk Committee and member of the director and corporate executive, with a broad range of Independent & Related Party Committee. expertise across public and private sectors. He brings a deep Managing Director of MFF Capital Investments Limited since knowledge of government, regulatory, financial, banking 1 October 2013. Former Chairman of Magellan Financial and commercial matters to the Board. His business acumen Group Limited. Mr Mackay co-founded Magellan after retiring and leadership attributes are invaluable to the Board and as Chairman of the investment bank UBS Australasia in 2006, Management, as are his insights in relation to corporate having previously been its Chief Executive Officer. strategy and investment, financial and non-financial risk, people management and executive leadership. A Director of Consolidated Media Holdings Limited from 8 March 2006 until 19 November 2012, when the company The Chairman intends to vote all available proxies in favour was taken over by News Corporation. of all of the above Items of Business. Mr Mackay was a member of the Federal Treasurer’s Financial Sector Advisory Council and the Business Council of Australia, and a Director of the International Banks & Securities Association. 6 Explanatory Notes

ITEM 5: ITEM 6: Remuneration Report Grant of share rights under the FY20 Short-Term The Board unanimously recommends that members vote Incentive (“STI”) Plan for the Managing Director & in favour of adopting the Remuneration Report. Chief Executive Officer (“MD & CEO”) The Corporations Act requires listed companies to put the The Board, other than Mr Ryan Stokes AO, recommends Remuneration Report for each financial year to a resolution of that members vote in favour of Item 6. members at their Annual General Meeting. The Remuneration The Company operates the Seven Group Holdings Report for the year ended 30 June 2020 can be found on Limited STI plan to provide short‑term incentives to senior pages 80 to 99 of the Company’s 2020 Annual Report and executives, based on performance relative to corporate and covers director and executive remuneration. individual goals over the Company’s financial year. Under the Under the Corporations Act, the vote on the Remuneration key terms of the STI plan, 50 per cent of the STI award for Report is advisory only and does not bind the Directors the MD & CEO, Mr Ryan Stokes, is deferred into share rights. or the Company, and does not affect the employment Further details regarding the STI plan and the FY20 STI arrangements in place for employees of the Company award are set out in the Remuneration Report on pages 80 and its subsidiaries. The Board will consider the outcome to 99 of the Company’s 2020 Annual Report. of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Why is shareholder approval being sought? Company’s remuneration policies. Under ASX Listing Rule 10.14, shareholder approval is A reasonable opportunity will be provided for discussion required in order for a director to be issued securities under an of the Remuneration Report at the meeting. employee incentive scheme. As the terms of Mr Ryan Stokes’ STI grant require that the securities to satisfy the STI award be In summary, the Remuneration Report: purchased on market, shareholder approval is not required for − explains the Board’s approach to executive the purposes of the ASX Listing Rules. remuneration and the link to company performance However, in the interests of transparency and good and shareholder outcomes; governance, the Board has determined to seek shareholder − explains the Board’s policy for determining the nature approval for the grant of securities to Mr Ryan Stokes. and amount of remuneration of Key Management Personnel of the Company (including Directors); − explains the relationship between the Board’s remuneration policy, the Company’s performance and incentives for Key Management Personnel; − details the remuneration framework which explains the reward elements and any performance conditions applicable to the remuneration of the Key Management Personnel of the Company; and − sets out remuneration details for the Key Management Personnel of the Company.

Voting exclusion statement The Company will disregard any votes cast on Item 5: − by or on behalf of the Directors and other Key Management Personnel of the Company named in the Remuneration Report for the year ended 30 June 2020, or any of their Closely Related Parties regardless of the capacity in which the vote is cast; or − as a proxy by any person who is a member of the key management personnel of the Company at the date of the meeting or any of their Closely Related Parties. The only circumstances in which a vote cast on Item 5 by a member of the Key Management Personnel of the Company or their Closely Related Parties will be counted is if that person votes as a proxy for a person entitled to vote on Item 5 and either the proxy: − votes in accordance with the member’s direction as to how to vote, as set out on the proxy form; or − is the Chairman of the meeting and votes pursuant to an express authorisation to exercise the proxy as he sees fit, even though Item 5 is connected with the remuneration of the Key Management Personnel. The Chairman intends to vote all available proxies in favour of this Item of Business. SGH Notice of Annual General Meeting 2020 7

SUMMARY OF THE KEY TERMS OF THE GRANT OF SECURITIES A brief overview of the key terms of the proposed grant under the STI plan is set out below Details of the Proposed STI grant The MD & CEO, Mr Ryan Stokes AO participated in the STI plan in respect of FY20 (“FY20 STI”). All awards are subject to satisfying the Group’s underlying EBIT gateway and achievement of a balanced scorecard of measurable and quantifiable individual targets. In cases of outperformance, the Board may grant an additional award amount. Under the STI plan, 50 per cent of the FY20 STI that has been earned is delivered as a cash bonus to the MD & CEO, and the remaining 50 per cent is delivered in share rights as the deferred component of his STI. Accordingly, Mr Ryan Stokes is entitled to receive $566,824 of share rights (being the “Grant Value” of the deferred share rights component of his FY20 STI). The number of share rights to be allocated to Mr Ryan Stokes will be a maximum of 35,247 based on an issue price of $16.0814. The number of share rights issued for Executives has been determined by dividing the Grant Value by the Company’s 5 day VWAP (Volume Weighted Average Price) on 30 June 2020, adjusted to reflect that share rights do not entitle the holder to dividends on the underlying shares until the share rights vest and shares are acquired. A share right is a right to acquire one ordinary share in the Company. Grant Date The Company intends that the share rights will be allocated to Mr Ryan Stokes on or about 1 December 2020, but in any event, within 12 months after the date of the meeting. Vesting of Shares Subject to the terms of the STI plan, the share rights will vest on 1 July 2022. Mr Ryan Stokes will not be entitled to vote nor be paid dividends in respect of those unvested share rights. Cessation of Employment If Mr Ryan Stokes ceases employment with the Company prior to 1 July 2022 due to termination for cause, gross misconduct or any other reason determined by the Board, all share rights will immediately lapse unless the Board determines otherwise. If Mr Ryan Stokes ceases employment with the Company in any other circumstances (for example due to illness, retirement, genuine redundancy or other circumstance deemed appropriate by the Board) then, unless the Board determines otherwise, unvested share rights will continue on foot, subject to the original vesting conditions, as though he had not ceased employment. Mr Ryan Stokes’ Total ASX Listing Rule 10.15.4 requires this Notice of meeting to include details (including Remuneration Package for FY20 the amount) of Mr Ryan Stokes’ current total remuneration:

Total Fixed Remuneration (TFR) $1,600,000 Short-term incentive opportunity $1,200,000 – 75% of TFR at target $1,600,000 – 100% of TFR at maximum Long-term incentive grant $960,000 – 60% of TFR Full details on Mr Ryan Stokes’ remuneration are contained within the Remuneration Report. Other Information No loan arrangements are entered into with Mr Ryan Stokes in relation to share rights granted to Mr Ryan Stokes under the STI plan. The only Director of the Company who is eligible to receive share rights under the STI plan is Mr Ryan Stokes. Since the 2019 Annual General Meeting (being the date of the last approval), 40,122 share rights were granted to Mr Ryan Stokes under the STI plan. No amount was payable by Mr Ryan Stokes for the grant as the grant formed part of his remuneration. 8 Explanatory Notes

Voting exclusion statement The Company will disregard any votes on Item 6: − cast in favour of the resolutions by or on behalf of Mr Ryan Stokes (being the only Director eligible to participate in the STI plan) or any of his associates regardless of the capacity in which the vote is cast; or − cast as a proxy by any of the Key Management Personnel of the Company at the date of the meeting or their Closely Related Parties.

Unless the vote is cast on Item 6: − as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or − by the Chairman of the meeting as proxy for a person entitled to vote on the resolution, pursuant to an express authorisation in the proxy form to exercise the proxy as the Chairman decides; or − by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: − the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and − the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Chairman intends to vote all available proxies in favour of this Item of Business.