14 October 2020

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

2020 NOTICE OF ANNUAL GENERAL MEETING

Seven Group Holdings Limited (“SGH”) (ASX: SVW) attaches a copy of the 2020 Notice of Annual General Meeting (“AGM”) and Proxy Form which will be dispatched to shareholders along with the 2020 Annual Report today.

The 2020 Annual Report was lodged separately with ASX on 26 August 2020.

SGH also attaches a Virtual Meeting Guide. The Notice of Meeting and Virtual Meeting Guide include details on how shareholders can participate in the AGM, including viewing the meeting, voting and asking questions.

Ends.

This release has been authorised to be given to ASX by the Company Secretary of SGH.

For more details:

Jim Kelly +61 412 549 083

Seven Group Holdings Limited | ABN 46 142 003 469 Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300 Australia| Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (“AGM”) of Seven Group Holdings 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 Australia 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. All Correspondence to: By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655 ASX: SVW  Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be recorded before 10:30am (Sydney time) on Monday, 16 November 2020

 TO VOTE BY APPOINTING A PROXY ONLINE BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/svwagm2020

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY Voting restrictions for KMP Indicate who you want to appoint as your Proxy. Please note that if you appoint a member of the Company’s key management personnel If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to (KMP) (which includes each of the directors) or one of their closely related parties as your appoint someone other than the Chair of the Meeting as your proxy please write the full proxy, they will not be able to cast your votes on Items 5 and/or 6, unless you direct them name of that individual or body corporate. If you leave this section blank, or your named how to vote or the Chair of the Meeting is your proxy. If you appoint the Chair of the proxy does not attend the meeting or does not vote in accordance with your instructions, Meeting as your proxy or the Chair of the Meeting is appointed as your proxy by default, but the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the you do not mark a voting box for Items 5 and/or 6, by completing and submitting this Proxy Company. Do not write the name of the issuer company or the registered securityholder in Form you will be expressly authorising the Chair of the Meeting to exercise your proxy in the space. respect of the relevant Item, even though the Item is indirectly or directly connected with the remuneration of the KMP. Appointment of a Second Proxy . If you are entitled to cast two or more votes, you are entitled to appoint up to two proxies STEP 3 SIGN THE FORM to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy The form must be signed as follows: Form may be obtained by contacting the Company’s securities registry or you may copy Individual: This form is to be signed by the securityholder. this form. Joint Holding: where the holding is in more than one name, all securityholders should sign. To appoint a second proxy you must: Power of Attorney: to sign under a Power of Attorney, you must have already lodged it (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this rights or the number of securities applicable to that form. If the appointments do not form when you return it. specify the percentage or number of votes that each proxy may exercise, each proxy may Companies: this form must be signed by a Director jointly with either another Director or a exercise half your votes. Fractions of votes will be disregarded. Company Secretary. Where the company has a Sole Director who is also the Sole (b) return both forms together in the same envelope. Company Secretary, this form should be signed by that person. Please indicate the office SAMPLEheld by signing in the appropriate place. STEP 2 VOTING DIRECTIONS TO YOUR PROXY To direct your proxy how to vote, mark one of the boxes opposite each item of business. STEP 4 LODGEMENT All your securities will be voted in accordance with such a direction unless you indicate Proxy Forms (and any Power of Attorney under which it is signed) must be received no only a portion of securities are to be voted on any item by inserting the percentage or later than 48 hours before the commencement of the meeting, therefore by 10:30am number that you wish to vote in the appropriate box or boxes. If you do not mark any of (Sydney time) on Monday, 16 November 2020. Any Proxy Form received after that time the boxes on a given item, your proxy may vote as he or she chooses, to the extent will not be valid for the scheduled meeting permitted by law. If you mark more than one box on an item for all your securities your vote on that item will be invalid. Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Proxy which is a Body Corporate  Online https://www.votingonline.com.au/svwagm2020 Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate  By Fax + 61 2 9290 9655 Representative” prior to the meeting. An Appointment of Corporate Representative form

can be obtained from the Company’s securities registry. By Mail Boardroom Pty Limited

GPO Box 3993,

Sydney NSW 2001 Australia

Boardroom Pty Limited bIn Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting If you wish to attend the meeting please bring this form with you to assist registration. Seven Group Holdings Limited ABN 46 142 003 469

Your Address This is your address as it appears on the Company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form. PROXY FORM

STEP 1 APPOINT A PROXY I/We being a member/s of Seven Group Holdings Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Wednesday, 18 November 2020 at 10:30am (Sydney time) and at any adjournment or postponement of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, and to the extent permitted by law, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default) and I/we have not directed my/our proxy how to vote in respect of Items 5 and 6, and I/we am/are entitled to vote on the relevant items, then by submitting this form I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of those Items even though Items 5 and 6 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting intends to vote all available undirected proxies in favour of all Items of business (including Items 5 and 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that item.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Abstain*

Item 2 Re-election of Mr Kerry Stokes AC as a Director

Item 3 Re-election of Mr Chris Mackay as a Director

Item 4 Re-election of The Hon. Warwick Smith AO as a Director

Item 5 Adoption of the Remuneration Report Item 6 Grant of Share Rights Under the FY20SAMPLE Short-Term Incentive Plan for the MD & CEO - Mr Ryan Stokes$2

STEP 3 SIGNATURE OF SECURITYHOLDER This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………...... Date / / 2020

OPTIONAL QUESTIONS FOR THE CHAIRMAN OR AUDITOR

We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the Annual General Meeting. We will seek to respond to as many of the frequently asked questions as possible. Virtual Meeting User Guide

Getting Started In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “Lumi AGM”. Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com. To log in to the portal, you will need the following information:

Meeting ID: 342-254-632

Australian Username - Voting Access Code (VAC*) and Password (postcode of your registered Residents address) *Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email.

Overseas Username - Voting Access Code (VAC*) and Password (three character country code e.g. Residents New Zealand – NZL. A full list of country codes can be found at the end of this guide.) *Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email. A full list of country codes can be found at the end of this guide. Appointed To receive your Username and Password, please contact our share registry, Boardroom Pty Proxy Ltd on 1300 737 760 or +61 2 9290 9600 between 8:30am to 5:30pm (Sydney time) Monday to Friday the day before the meeting.

To join the meeting, you will be required to enter the above unique 9 digit meeting ID and select ‘Join’. To proceed to registration, you will be asked to read and accept the terms and conditions. If you are a Shareholder, select 'I have a login' and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxyholder you will need to enter the unique Username and Password provided by Boardroom and select ‘Login’.

If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.

Navigating

Once you have registered, you will be taken to the homepage which displays your name and meeting information.

To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted you may have to click the play button in the window to initiate the broadcast.

Once you select to view the webcast from a smartphone it can take up to approximately 30 s e c o n d s f o r t h e li v e f e e d to appear on some devices. If you attempt to log into the app before the Meeting commences, a dialog box will appear. NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process. To ask a Question

If you would like to ask a question:

1. Select the question icon 2. Compose your question. 3. Select the send icon 4. You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.

To Vote

If you would like to cast a vote:

1. When the Chair declares the polls open, the resolutions and voting choices will appear. 2. Press the option corresponding with the way in which you wish to vote. 3. Once the option has been selected, the vote will appear in blue. 4. If you change your mind and wish to change your vote, you can simply press the vote or cancel your vote at any time before the Chair closes the polls. 5. Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.

Need help? If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you Country Codes For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW Aruba DZA Algeria LBR Liberia ROU Romania AFG Afghanistan ECU Ecuador LBY Libyan Arab Jamahiriya RUS Russian Federation AGO Angola EGY Egypt LCA St Lucia RWA Rwanda AIA Anguilla ERI Eritrea LIE Liechtenstein SAU Saudi Arabia Kingdom Of ALA Aland Islands ESH Western Sahara LKA Sri Lanka SDN Sudan ALB Albania ESP Spain LSO Lesotho SEN Senegal AND Andorra EST Estonia LTU Lithuania SGP Singapore ANT Netherlands Antilles ETH Ethiopia LUX Luxembourg SGS Sth Georgia & Sth Sandwich Isl ARE United Arab Emirates FIN Finland LVA Latvia SHN St Helena ARG Argentina FJI Fiji MAC Macao SJM Svalbard & Jan Mayen ARM Armenia FLK Falkland Islands (Malvinas) MAF St Martin SLB Solomon Islands ASM American Samoa FRA France MAR Morocco SCG Serbia & Outlying ATA Antarctica FRO Faroe Islands MCO Monaco SLE Sierra Leone ATF French Southern FSM Micronesia MDA Republic Of Moldova SLV El Salvador ATG Antigua & Barbuda GAB Gabon MDG Madagascar SMR San Marino AUS Australia GBR United Kingdom MDV Maldives SOM Somalia AUT Austria GEO Georgia MEX Mexico SPM St Pierre And Miquelon AZE Azerbaijan GGY Guernsey MHL Marshall Islands SRB Serbia BDI Burundi GHA Ghana MKD Macedonia Former Yugoslav Rep STP Sao Tome And Principe BEL Belgium GIB Gibraltar MLI Mali SUR Suriname BEN Benin GIN Guinea MLT Mauritania SVK Slovakia BFA Burkina Faso GLP Guadeloupe MMR Myanmar SVN Slovenia BGD Bangladesh GMB Gambia MNE Montenegro SWE Sweden BGR Bulgaria GNB Guinea-Bissau MNG Mongolia SWZ Swaziland BHR Bahrain GNQ Equatorial Guinea MNP Northern Mariana Islands SYC Seychelles BHS Bahamas GRC Greece MOZ Mozambique SYR Syrian Arab Republic BIH Bosnia & Herzegovina GRD Grenada MRT Mauritania TCA Turks & Caicos Islands BLM St Barthelemy GRL Greenland MSR Montserrat TCD Chad BLR Belarus GTM Guatemala MTQ Martinique TGO Togo BLZ Belize GUF French Guiana MUS Mauritius THA Thailand BMU Bermuda GUM Guam MWI Malawi TJK Tajikistan BOL Bolivia GUY Guyana MYS Malaysia TKL Tokelau BRA Brazil HKG Hong Kong MYT Mayotte TKM Turkmenistan BRB Barbados HMD Heard & Mcdonald Islands NAM Namibia TLS Timor-Leste BRN Brunei Darussalam HND Honduras NCL New Caledonia TMP East Timor BTN Bhutan HRV Croatia NER Niger TON Tonga BUR Burma HTI Haiti NFK Norfolk Island TTO Trinidad & Tobago BVT Bouvet Island HUN Hungary NGA Nigeria TUN Tunisia BWA Botswana IDN Indonesia NIC Nicaragua TUR Turkey CAF Central African Republic IMN Isle Of Man NIU Niue TUV Tuvalu CAN Canada IND India NLD Netherlands TWN Taiwan CCK Cocos (Keeling) Islands IOT British Indian Ocean Territory NOR Norway Montenegro TZA Tanzania United Republic of CHE Switzerland IRL Ireland NPL Nepal UGA Uganda CHL Chile IRN Iran Islamic Republic of NRU Nauru UKR Ukraine CHN China IRQ Iraq NZL New Zealand UMI United States Minor CIV Cote D’ivoire ISM Isle of Man OMN Oman URY Uruguay CMR Cameroon ISL Iceland PAK Pakistan USA United States of America COD Democratic Republic of ISR Israel Congo PAN Panama UZB Uzbekistan ITA Italy COK Cook Islands PCN Pitcairn Islands VNM Vietnam JAM Jamaica COL Colombia PER Peru VUT Vanuatu JEY Jersey COM Comoros PHL Philippines WLF Wallis & Futuna JOR Jordan CPV Cape Verde PLW Palau WSM Samoa JPN Japan CRI Costa Rica PNG Papua New Guinea YEM Yemen KAZ Kazakhstan CUB Cuba POL Poland YMD Yemen Democratic KEN Kenya CYM Cayman Islands PRI Puerto Rico YUG Yugoslavia Socialist Fed Rep KGZ Kyrgyzstan CYP Cyprus PRK Korea Dem Peoples Republic ZAF South Africa Cambodia KHM of CXR Christmas Island ZAR Zaire Kiribati KIR PRT Portugal CZE Czech Republic ZMB Zambia KNA St Kitts And Nevis PRY Paraguay DEU Germany ZWE Zimbabwe KOR Korea Republic of PSE Palestinian Territory DJI Djibouti KWT Kuwait Occupied DMA Dominica LAO Laos PYF French Polynesia DNK Denmark LBN Lebanon QAT Qatar DOM Dominican Republic REU Reunion