Seven : Results of Annual General Meeting

For personal use only

17 November 2021

Company Announcements Office

Australian Securities Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

2021 ANNUAL GENERAL MEETING VOTING RESULTS

In accordance with Listing Rule 3.13.2 and Section 251AA of the Corporations Act 2001(Cth), Seven Group Holdings advises that the Annual General Meeting of the Company was held virtually and at The Mint, 10 Macquarie Street, Sydney NSW 2000, on 17 November 2021 and each of the following resolutions were approved:

Item 2 - Re-election of Mr David McEvoy as a Director

Item 3 - Re-election of Mr Richard Uechtritz as a Director

Item 4 - Adoption of the Remuneration Report

Item 5 - Grant of Share Rights to the MD & CEO under the FY21 STI Plan

Item 6 - Placement Capacity Refresh

All resolutions were determined by a poll.

Attached are tables indicating proxies received and poll results in relation to each of the relevant resolutions.

A copy of the 2021 Notice of Meeting is also attached.

This release has been authorised to be given to ASX by the Company Secretary of Seven Group Holdings.

For more details:

Jim Kelly +61 412 549 083

Lauren Thompson +61 438 954 729

*I terests associated with Key Management Personnel and closely related parties of KMP are excluded from voting on this item.

** Votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were case for or against that item.

Seven Group Holding Limited's AGM will onlybe held at 11:00 am (AEDT) on Wednesday,

17 November 2021 at The Mint, 10 Macquarie Street, Sydney NSW 2000 as well as virtually.

There are a number of ways to participate in the AGM as an alternatives to physical attendance:

− nline: shareholders and proxyholders are encouraged to participate in the AGM online, which will allow them to view the meeting, ask questions in writing and vote; or

− webcast: for viewing the meeting live, however it does not useprovide for asking questions or voting.

Live online participation (including voting)

Shareholders and proxyholders will be able to participate in the meeting online by visiting web.lumiagm.com on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox) and entering the 9 digit meeting ID detailed below.

Online registration will open at 10:00 am (AEDT) on Wednesday,

17 November 2021 (one hour before the meeting). personalInformation on how to log on, ask questions and vote online is

set out below.

Proxy voting and proxyholder participation

The Company encourages all shareholders to submit a proxy vote online ahead of the meeting. Proxy votes can be lodged online at www.votingonline.com.au/svwagm2021

r in hard-copy no later than 11.00 am (AEDT) on Monday, 15 November 2021.

Further information on lodging a proxy vote ahead of the meeting is available on page 4 of this Notice of Meeting booklet.

Proxyholders will need to contact the Company's share registry, Boardroom Pty Limited (Boardroom), on 1300 737 760 or

+61 2 9290 9600 to obtain their login details to participate live online.

W bcast

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.

ForQuestions for the Company

Please note only shareholders may ask questions online during the meeting through the Lumi platform by clicking on the question icon,

composing your question and then clicking on the send icon.

There will also be a link in the Lumi portal for shareholders and proxyholders to ask questions orally. Clicking this link will allow shareholders and proxyholders to enter a separate window where a moderator will invite them to ask their question at the appropriate time during the meeting.

Shareholders may also submit written questions in advance of the AGM where indicated on the Proxy Form, and then returning to the Company's share registry, or by emailing their questions prior to the meeting to enquiries@boardroomlimited.com.au by

11.00 am (AEDT) on Monday, 15 November 2021. The Chair will endeavour to address as many of the more frequently raised relevant questions as possible. Questions may be moderated or amalgamated if there are multiple questions on the same topic.

It may not be possible to respond to all questions. Please note that individual responses will not be sent to any shareholder.

Questions for the auditor

Shareholders may submit written questions to the Company's auditor regarding the content of the auditor's report for the year ended 30 June 2021 or the conduct of its audit of the annual financial report for the year ended 30 June 2021.

Written questions must be received by the Company by no later than 5:00 pm (AEDT) Friday,12 November 2021. Please email any written questions to: enquiries@boardroomlimited.com.au.

How to participate live online

Login

Shareholders and proxyholders are encouraged to watch and participate in the AGM virtually via the online platform by entering the following URL in your browser: https://web.lumiagm.com

The meeting ID for the Company's AGM is: 320271964

Weblink:https://web.lumiagm.com/320271964

You will then need to enter your username and password. Your username is your Voting Access Code which is printed on your Proxy Form.

Your password is your postcode registered on your holding if you are an Australian shareholder. For overseas shareholders your password will be your "country code" which can be found in the online User Guide available at www.sevengroup.com.au.

Proxyholders will need to contact the Company's share registry, Boardroom, on 1300 737 760 or +61 2 9290 9600 to obtain their login details to participate live online.

Non-shareholders may login using the guest portal on the Lumi AGM platform.

Voting online

Once polls are open, shareholders and proxyholders can vote by clicking on the bar chart icon.

Technical difficulties

Technical difficulties may arise during the course of the online meeting. The Chairman has discretion as to whether, and how, the online meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the 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 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 the Company's website and lodged with the Australian Securities Exchange ("ASX").

For personal use only

Chairman's

Letter to

Shareholders

Dear Shareholders

As announced by Seven Group Holdings (SGH) to ASX on

25 August 2021, I will be retiring from the Board of SGH at the conclusion of this forthcoming AGM. In my 27 years as Chairman of SGH and its predecessor entity, the Company has never been in a better position. All of the businesses are performing exceptionally well with excellent prospects and the investment in Boral has added a new dimension to the Group's future.

It is gratifying to have been involved in the creation and development of SGH and, as I step aside, I am confident the Company has a highly capable board and talented management who are working to deliver a strong and bright future. At the Board's request, I will remain available to provide strategic advice to the Board and Management as required. As the major shareholder of SGH, I am totally committed to SGH's future and the Board and Management have my complete support.

As a result of an orderly succession planning process, the Board unanimously elected Mr Terry Davis, Lead Independent Director, to become the Chairman of SGH upon my retirement. Terry has served on the SGH Board since 2010 and has been closely involved in the growth and success of the Group. I know he will be an excellent Chairman.

Given the challenges presented by COVID-19, as a Board, we were proud of the way in which our businesses responded during the year to ensure we continued to meet the requirements of our customers. In particular, I would like to acknowledge the dedication and commitment of the management team and our people. We are fortunate to have quality leadership in all our businesses supported by prudent and judicious management of financial resources. The Board decision to increase the dividend by 10 per cent demonstrates our confidence in the outlook and the continued strength of our businesses and is in line with our objective of maximising long-term sustainable returns to our shareholders.

Creating value for stakeholders is our primary objective, and we understand that achieving that objective over the long-term requires an equal commitment to non-financial outcomes.

3

This decision was taken following a comprehensive review of our Environmental, Social and Governance arrangements, and is part of a broader set of commitments to provide more transparency and accountability to investors and other stakeholders in this area, culminating in SGH's release of its first 'standalone' Sustainability Report at the end of September 2021.

This year SGH deployed the balance of the funding commitment for bushfire relief towards rebuilding and recovery efforts in key communities in NSW, Victoria and South Australia and

in responding to the fires in Western Australia in early 2021. Through the past 18 months we have contributed $4.9 million to communities in need to support their recovery.

It is important that I acknowledge the contribution of my fellow Board members and thank them for their support. The SGH Board comprises Directors whose collective experiences across diverse sectors ensures we retain a deep understanding of business and governance that provides the Group with a valuable balance of skills and knowledge.

I would also like to acknowledge the SGH executive team led by Mr Ryan Stokes AO as Managing Director & CEO. The SGH team has continued to focus on the performance of our businesses and ensuring the company is positioned to grow with the investment in Boral.

In reflecting on what SGH has achieved in terms of building stronger businesses and delivering shareholder returns, I am confident that I leave SGH in the best possible hands under the stewardship of Terry and the Board and the leadership of Ryan and his team.

On behalf of the Board I thank our people, customers and shareholders for their ongoing loyalty and support for our Company.

Kerry Stokes AC