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14 October 2020 Company Announcements Office Australian

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14 October 2020 Company Announcements Office Australian 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 Australia | 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 New South Wales 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 Kerry Stokes 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.
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