Acquisition of Coates Hire - 20 September 2017

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Acquisition of Coates Hire - 20 September 2017
Acquisition of Coates Hire

      20 September 2017
                             SGH Presentation | 20 September 2017
Acquisition of Coates Hire - 20 September 2017
Important notice & disclaimers

Basis of preparation of slides
   Included in this presentation is data prepared by the management of Seven Group Holdings Limited (“SGH”) and other associated entities and investments.
    This data is included for information purposes only and has not been subject to the same level of review by the company as th e financial statements, so is
    merely provided for indicative purposes. The company and its employees do not warrant the data and disclaim any liability flo wing from the use of this data by
    any party.
   SGH does not accept any liability to any person, organisation or entity for any loss or damage suffered as a result of relian ce on this document. All statements
    other than statements of historical fact are, or may be deemed to be, forward-looking statements, and are subject to variation. All forward-looking statements
    in this document reflect the current expectations concerning future results and events. Any forward-looking statements contained or implied, either within this
    document or verbally, involve known and unknown risks, uncertainties and other factors (including economic and market conditions, changes in operating
    conditions, currency fluctuations, political events, labour relations, availability and cost of labour, materials and equipme nt) that may cause actual results,
    performance or achievements to differ materially from the anticipated results, performance or achievements, expressed, projected or implied by any forward-
    looking statements.
   Unless otherwise indicated, all references to estimates, targets and forecasts and derivations of the same in this material a re references to estimates, targets
    and forecasts by SGH. Management estimates, targets and forecasts are based on views held only at the date of this material, and actual events and results
    may be materially different from them. SGH does not undertake to revise the material to reflect any future events or circumstances.
   Period-on-period changes that are greater than 100%, less than (100)% or change between positive and negative are omitted for presentation purposes.

Non-IFRS Financial Information
   SGH results comply with International Financial Reporting Standards (“IFRS”). The underlying segment performance is consistent with the annual financial
    statements and excludes Significant Items comprising impairment of equity accounted investees, investments and non-current assets, fair value movement of
    derivatives, net gains on sale of investments and equity accounted investees, restructuring and redundancy costs, share of re sults from equity accounted
    investees attributable to Significant Items, loss on sale of investments and derivative financial instruments, acquisition transaction costs, significant items in
    other income, remeasurement of tax exposures and unusual tax expense impacts.
   This presentation includes certain non-IFRS measures including Underlying Net Profit After Tax (excluding Significant Items), total revenue and other income,
    Segment EBIT margin and Segment EBITDA margin. These measures are used internally by management to assess the performance of the business, make
    decisions on the allocation of resources and assess operational management. Non-IFRS measures have not been subject to audit or review.

                                                                                                                         SGH Presentation | 20 September 2017           2
Acquisition of Coates Hire - 20 September 2017
Transaction overview
Coates Hire is a market leader in equipment solutions with strong growth prospects

 Acquisition of remaining                            Seven Group Holdings (“SGH”) has entered into binding agreements with an affiliate of Carlyle Asia Partners II,
 stake in Coates Hire                                 a fund managed by The Carlyle Group (“Carlyle”), convertible note holders and certain employees to acquire
 from equity partners                                 securities in Coates Group Holdings Pty Ltd
                                                      (“Coates Hire”) representing an economic interest of 53.3% not currently owned by SGH

                                                     Purchase consideration for the 53.3% of Coates Hire is $517m
                                                      ─      Implies 6.5x EV / FY17 EBITDA for 100% of Coates Hire

                                                     In the 12 months to 30 June 2017, Coates Hire generated trading revenue of $918m and
                                                      underlying EBITDA of $308m

                                                     Coates Hire is the largest equipment hire company in Australia and is well positioned to leverage the strong growth
                                                      prospects in the East Coast infrastructure and construction markets

 Strategic rationale                                 The acquisition continues SGH’s focus on driving growth opportunities and efficient capital allocation in the
                                                      business:
                                                      −     #1 hire equipment company in Australia
                                                      −     Increases exposure to Australian East Coast infrastructure activity
                                                      −     Low risk transaction given long involvement and part-ownership of the asset since 2008
                                                      −     Enhances SGH’s portfolio as the company expands its industrial services business
                                                      −     Financially compelling acquisition provides 15% accretion in underlying EPS in FY17 on a full year
                                                                           (1)                                               (2)
                                                            pro-forma basis and 91% increase in underlying FCF per share

(1)   Based on the underlying result for the 12 months to 30 June 2017 on a continuing operations basis and assuming completion of the Coates Hire acquisition and sale of WesTrac China. Coates Hire financials based on disclosures as per the
      2017 SGH Annual Report
(2)   FCF is defined as underlying operating cash flow less net capex divided by the weighted number of shares on issue

                                                                                                                                                                                     SGH Presentation | 20 September 2017                          3
Acquisition of Coates Hire - 20 September 2017
Transaction overview (cont’d)
Coates Hire is a market leader in equipment solutions with strong growth prospects

 Funding and expected                               Purchase consideration to be funded by existing cash reserves and undrawn bank facilities
 financial impact
                                                     −    SGH has significant liquidity through $520m in undrawn bank facilities, $516m in after-tax proceeds from the
                                                          sale of WesTrac China and the $420m value of the listed investment portfolio
                                                                                                                                                                                                               (1)
                                                     −    SGH pro-forma leverage (pro-forma net debt / pro-forma FY17 EBITDA) maintained at 3.8x                                                                     following
                                                          completion of the transaction and the receipt of the WesTrac China sale proceeds

 Conditions and                                     Expected completion of acquisition: 25 October 2017
 expected timing
                                                    Completion subject to debt rollover consent from Coates Hire lending group

(1)   Based on pro-forma underlying EBITDA for the 12 months ended 30 June 2017, excluding the earnings contribution from WesTrac China. Pro-forma net debt includes Coates Hire net debt of approximately $1,039m as at 30 June 2017 and
      includes the receipt of WesTrac China sale proceeds

                                                                                                                                                                                SGH Presentation | 20 September 2017                        4
Acquisition of Coates Hire - 20 September 2017
Strategic rationale
Strengthens SGH’s position as a leading industrial services operator

  #1 hire equipment                                 Coates Hire is the leading equipment hire company in Australia, across a range of end markets
  company in Australia
                                                    Strengthens SGH’s position as a leading provider of diversified industrial services
                                                    Diversified across products, customers and end markets
                                                    National footprint across >200 branches (1)

  Increases exposure to                             Increases SGH’s direct exposure to Australian East Coast infrastructure, a sector which is underpinned by
  growing infrastructure                             government spending and committed projects
  sector activity
                                                    Coates Hire is a major beneficiary of current activity levels given its position as the largest equipment hire business

  Longstanding and deep                             SGH has a long-standing involvement with the Coates Hire business, having first invested alongside Carlyle and
  understanding of the                               management in 2008
  Coates Hire business
                                                    The acquisition of the remaining 53.3% represents a low risk opportunity to obtain control of an attractive asset
                                                    Transaction is not subject to the usual due diligence and integration risks given long history

  Enhances SGH’s                                    100% ownership of Coates Hire improves SGH’s portfolio; Industrial Services will contribute ~73% of Group EBIT
  portfolio
                                                    Provides an opportunity to generate operational efficiencies:
                                                     –     Significant funding synergy and savings across the Group
                                                     –     Integration of WesTrac and Coates Hire improves customer solution offerings and operational efficiencies

  Financially compelling                            15% underlying EPS accretive on an FY17 underlying continuing pro-forma basis(2)
                                                    91% accretive on a FCF per share basis through access to 100% of cash flows
                                                    WesTrac China sale proceeds of approximately $516m after tax provides additional liquidity
(1)   Branch network includes storage facilities and maintenance locations of WesTrac and AllightSykes
(2)   Based on pro-forma EBITDA for the 12 months ended 30 June 2017, excluding the contribution from WesTrac China. Pro-forma net debt includes Coates Hire net debt of approximately $1,039m as at 30 June 2017 and WesTrac China sale proceeds

                                                                                                                                                                               SGH Presentation | 20 September 2017                           5
Strategic rationale (cont’d)
Strengthens SGH’s position as a leading industrial services operator

                                              FY17 EBIT (1,2)                                                     FY17 pro-forma EBIT (1,3)

                                                                                                                           Other
                                                                                                                     Energy 3%
                                           Other                                                                      6%
                               Energy       4%
                                9%
                                                                                                          Media
                                                                                                          17%                                       WesTrac
                                                                                                                                                     40%
                 Media
                 24%
                                     $297m                               WesTrac
                                                                          55%
                                                                                                                        $415m

                          Coates Hire
                             8%
                                                                                                                  Coates Hire
                                                                                                                     34%

                            Industrial services: 63%                                                               Industrial services: 73%
(1)   Continuing operations only. Excludes WesTrac China
(2)   Coates Hire FY17 reported contribution is based on equity accounted share of associate net profit
(3)   Coates Hire FY17 pro-forma contribution is based on consolidation of EBIT

                                                                                                                                SGH Presentation | 20 September 2017   6
Overview of Coates Hire
#1 equipment hire company in Australia

 Australia’s largest equipment hire and solutions provider
   − Approximately 4x larger than the nearest competitor
   − Strong market brand awareness and preference
   − Highly diversified end market exposure and customer base
 Operates a network of over 200 branches nationwide
   − Network / brand / people / customers allows Coates Hire to flex
     in the right places
 Strongly leveraged to growth from Australian East Coast
  infrastructure and construction markets
   − NSW and VIC businesses continue to perform well with revenue
     up ~15% in both states to Jun-17
   − Group revenue up 5% YoY to Jun-17 with EBIT margins
     increasing from 11% to 15%
   − Fleet relocation, cost control, price realisation and branch
     rationalisation initiatives yielded a 46% growth in FY17 EBIT
 Strategic initiatives in place to drive future profitability
   − Renewed focus on turnaround time to enhance fleet utilisation
   − Investment in data and digital to drive customer satisfaction and
     business efficiency                                                 COATES HIRE’S PRODUCT RANGE

   − Establishment of a centralised customer contact centre              Access                       Generators & Power Distribution   Materials Handling             Tools & Equipment
                                                                         Air & Air Accessories        Industrial Tools & Equipment      Portable Buildings & Toilets   Traffic Management
   − Establishment of a new transport management system to drive         Compaction                   Ladders & Scaffold                Propping                       Training (RTO)
     efficiencies across the branch network                              Concrete & Masonry           Landscaping                       Pumps & Fluid Management       Trucks, Vehicles & Trailers

 Further opportunities to enhance value by improving time               Earthmoving                  Lift & Shift                      Shoring                        Welding
                                                                         Floor and Cleaning Equipment Lighting
  utilisation, pricing, and cost efficiencies

                                                                                                                                SGH Presentation | 20 September 2017                          7
Coates Hire key highlights FY17
Achievements and changes

Achievements in FY17                                                   Changes in FY17
   Improved safety with a reduction in LTIFR of 48% over FY16            Resized the business:

   Assets on hire continue to reach new highs with Jun 17 at 55.7%,       –   Completed fleet size reductions after the resources boom with
    2.2% above pcp                                                             $719m of original cost assets disposed over the last three years

   FY17 average daily sales were higher than budget and prior year;       –   Fleet now appropriate for the market
    achieved with lower headcount and reduced network footprint
                                                                           –   Reduced headcount in July 2016 with average heads for FY17
   Profitability has been restored to the business with a $70m                down 10% on FY16
    turnaround in PBT from FY16
                                                                          Movement of equipment from WA to East Coast is complete
   Debt reduction achieved while growing revenue:
                                                                          Customer Contact Centre in place in the North BU
    –   Completed $75m mandatory repayment of senior debt by Apr 17
                                                                          Updated business strategy rolled out across the business
    –   Two months and $18m ahead of budget
                                                                          Reshaped the ELT in August 2017 to focus the business on product
   EBA in place for next 3 years                                          category management and driving alignment between sales and
                                                                           operations
    –   1.5% increase each year in 2018 and 2019

    –   Certainty of employment conditions until 2020

                                                                                                         SGH Presentation | 20 September 2017     8
Safety first
Zero harm

Annual Lost Time Frequency Rate (Rolling 12m)                       Annual Total Recordable Injury Frequency Rate (Rolling 12m)
as at 30 June 2017                                                  as at 30 June 2017

   Safety measures are moving in the right direction

   But still work to do with further reductions targeted in FY18

   LTIFR has reduced by 48% since FY16

   TRIFR has reduced by 22% since FY16

                                                                                              SGH Presentation | 20 September 2017   9
Coates Hire’s strategic pillars driving long-term success

                                       Sustainable profit delivered safety

                   Financial Targets                                         Non-Financial Targets
       Geographic Footprint                Profitable Markets and Products         Prioritise Profitable Customers

    PEOPLE             CUSTOMER           PRODUCTS &           REVENUE              BRAND                  OPERATIONAL
                                           SERVICES          MANAGEMENT                                     EFFICIENCY

  Right People           Valued            Understand            Market            Recognised                 National
 Right Structure       Prioritised         our markets          Relevant,           Relevant                 Consistent
    Customer           Profitable          and provide         matched to          Understood                  Agile
   Centric and                              profitable            value                                      Connected
  Commercial                                solutions          proposition

                              Data driven insights into category and product decisions
    A workplace culture that values leadership, trust, learning, teamwork, execution discipline and courage
Deep market and customer analysis to drive future investment decisions and enhanced customer experience
  Investing in capabilities of the business – data capabilities; online channel; category managers; digitisation

                                 Driving Growth and Returns Through the Cycle

                                                                                     SGH Presentation | 20 September 2017   10
Major initiatives in FY18 and beyond

Reinvestment in the                               $143m in net capital expenditure budgeted in FY18 up from $64m in FY17
business
                                                  Long-term purchasing arrangements with OEMs to improve “whole of life” ownership costs
                                                  Additional operational spend of $10m in FY18 for improvement initiatives (refer below)

Turn Around Time (TAT)                            Management and delivery of People, Process and Technology capabilities
                                                  Aimed at improving the time an asset spends between being “Off Hire” and being made “Available for Hire”

Customer Contact                                  Improving consistency in process and customer experience
Centre (CCC)
                                                  Ultimately assisting in the drive to optimise fleet utilisation
                                                  Creating a foundation for transition to digital with real time fleet data

Transport                                         New Transport Management System to improve transport efficiencies across the branch network
                                                  Data analytics to provide insights to drive better negotiated contracts and rates with external suppliers

Digital                                           Development of an online channel to meet customer demands
                                                  Streamline processes to drive efficiencies throughout the business including capabilities for fleet optimisation and
                                                   enhanced analytics

Culture                                           Focus on workforce engagement, reduced turnover, training and leadership
                                                  Redefining culture to align to achieving strategic objectives

Market                                            Focus on growing market share in a buoyant rental market
                                                  Projected market growth of 3.1% per year from FY17 to FY22 (1)

Network                                           Looking at opportunities to open branches – Weipa and Grafton have been successful in FY17
(1)   Rental market growth based on IBISWorld estimate for machinery and scaffolding rental growth, October 2016

                                                                                                                                 SGH Presentation | 20 September 2017     11
Supportive market outlook
Positive outlook for infrastructure projects

Coates Hire set to capture further upside
   Strong growth in infrastructure activity on the Australian East Coast has improved demand for construction equipment and heavy machinery
   Further upside to be captured given that peak investment for committed projects is expected to occur in 2020 / 2021 with further projects to emerge

Source: Deloitte Access Economics Investment Monitor June 2017

                                                                                                               SGH Presentation | 20 September 2017   12
Coates Hire outlook underpinned by major
long-term projects

                                                                                    Melbourne                  Arrium Bauxite
           1   Barangaroo       2   WestConnex            3   Pacific Highway   4   Metro Rail            5    Weipa

Type             Construction       Road Infrastructure           Road                  Rail                       Mining

Commence           Jan-12                Mar-16                  Jul-16                Jan-18                      Mar-16

Finish             Jan-20                 Jun-20                 Dec-21                Dec-23                      Dec-18

                                                                                           SGH Presentation | 20 September 2017   13
Diversified business model

        Diversified end markets with strong leverage to                                         Diversified blue chip customer base
   1    infrastructure market                                                             2
                                                                                             More than 17,000 customers
                                FY17 sector revenue split
                                                                                             No single customer represents more than 3% of revenues, with the
                                 Government   Oil & gas                                       top 100 representing < 40%(1)
                                    5%           7%
       Non-residential                                      Mining & resources
            13%                                                (production)
                                                                   10%

                                                                     Mining & resources
Residential
                                                                       (development)
   4%
                                                                             6%

                                                                        Industrial
                                                                       maintenance
                                                                           6%

                                                                      Events
                                                                       3%

        Engineering &                                       Commercial &
        Construction                                        manufacturing
            34%                                                12%

 (1)    Based on FY17 results

                                                                                                                           SGH Presentation | 20 September 2017   14
Strong fleet metrics and utilisation rates, enhancing return
on invested capital

        Fleet on hire experiencing positive trends                                                                              Efficient return on invested capital via reduction in
  1                                                                                                                       2     redline equipment and improved turnaround time
  58%                                                                                                                     30%
                                                                                                   55.7%
  56%
                                                           53.5%                                                                               27.6%
  54%                                                                                                                     28%
  52%
  50%                                                                                                                     26%
                      47.4%
  48%
  46%                                                                                                                     24%                                                          23.5%
                                                                                                                                                                                                                                  23.0%
  44%
  42%                                                                                                                     22%
                      Jun-15                               Jun-16                                  Jun-17                                      Jun-15                                 Jun-16                                      Jun-17

        Targeted capex investment program...                                                                                    …supported by data driven disposals program
  3                                                                                                                       4
(YTD Actual capex approvals $m)                                                                                           (YTD Actual Disposals $m)
  140.0                                                                                                                         150
  120.0                                                                                                                         125
  100.0
                                                                                                                                100
    80.0
                                                                                                                                75
    60.0
                                                                                                                                50
    40.0
    20.0                                                                                                                        25
        –                                                                                                                        0
                                         Oct-16

                                                                                      Mar-17

                                                                                               Apr-17

                                                                                                                                                                   Oct-16

                                                                                                                                                                                                                Mar-17

                                                                                                                                                                                                                         Apr-17
                                                                    Jan-17

                                                                                                                 Jun-17

                                                                                                                                                                                              Jan-17

                                                                                                                                                                                                                                             Jun-17
                                                                             Feb-17

                                                                                                                                                                                                       Feb-17
                       Aug-16

                                Sep-16

                                                  Nov-16

                                                           Dec-16

                                                                                                                                                 Aug-16

                                                                                                                                                          Sep-16

                                                                                                                                                                            Nov-16

                                                                                                                                                                                     Dec-16
                                                                                                        May-17

                                                                                                                                                                                                                                    May-17
             Jul-16

                                                                                                                                      Jul-16

                                                                                                                                                                                 SGH Presentation | 20 September 2017                                 15
Coates Hire benefiting from positive market trend

Trading revenue ($m)                                      Underlying EBIT ($m)
                                                              279

    1,241
                                         +5%
              1,095
                                                                          188                                         +46%
                         919     873              918
                                                                                                                             142
                                                                                         104               97

    FY13      FY14       FY15    FY16             FY17       FY13        FY14           FY15             FY16                FY17

Underlying EBIT margin                                    Underlying EBITDA & net capex ($m)
    22.5%
                                         +4ppts              534
               17.2%
                                                  15.5%                  432

                         11.4%   11.1%                                                  310                                  308
                                                                                                          267
                                                                   230

                                                                                                                125
                                                                                84             79                                   64

     FY13      FY14      FY15    FY16             FY17        FY13        FY14            FY15             FY16               FY17
                                                                               EBITDA   Net capex (excluding UK)

                                                                                        SGH Presentation | 20 September 2017             16
Pro-forma financial impact

SGH financial profile – pro-forma impact(1)                                                                                                    Pro-forma financial impact (FY17)
                                                        Reported                                   Pro-forma
                                                    FY16               FY17                 FY16PF             FY17PF
                                                                                                                                                   15% underlying EPS accretive on FY17 continuing
Revenue                                             2,237              2,282                   3,110               3,193                            pro-forma basis(2)

      Growth (%) (pcp)                                                 2.0%                                        2.7%                            91% accretive on a FCF / share basis through access
                                                                                                                                                    to 100% of cash flows(3)
Other income                                            70                 52                       68                 55
                                                                                                                                                   Pro-forma net debt / pro-forma FY17 EBITDA maintained
Share of results from equity                                                                                                                        at current level of 3.8x(4) following transaction completion
                                                        90               121                        86                 98
accounted investees

                                                                                                                                                   Strong deleveraging expected given cash flow profile
Operating expenses                                (2,092)           (2,127)                  (2,698)             (2,735)
                                                                                                                                                    of combined business
EBITDA                                                305                328                      566                611

      EBITDA margin (%)                            13.6%              14.4%                   18.2%               19.1%

Depreciation & amortisation                           (33)               (31)                   (202)              (196)

EBIT                                                  272                297                      364                415

      EBIT margin (%)                              12.1%              13.0%                   11.7%               13.0%

(1)     Financials only include continuing operations. FY16 and FY17 numbers include income from associates
(2)     Based on the underlying result for the 12 months to 30 June 2017 on a continuing operations basis and assuming completion of the Coates Hire acquisition and WesTrac China sale are completed
(3)     FCF defined as operating cash flow less net capex divided by the weighted number of shares on issue
(4)     Pro-forma net debt calculated as SGH pro-forma debt less pro-forma cash and cash equivalents as at 30 June 2017, Coates Hire net debt of approximately $1,039m, and the receipt of WesTrac China sale proceeds

                                                                                                                                                                                    SGH Presentation | 20 September 2017   17
Acquisition funding

 Purchase Price                                     Purchase consideration of $517m for 53.3% economic stake not owned by SGH

                                                    Purchase consideration to be funded via:
 Funding                                             ─ Existing cash / undrawn debt facilities
                                                     ─ Expected proceeds of approximately $516m after tax from the sale of WesTrac China

                                               SGH will assume Coates Hire’s cash of $48m(1) and Coates Hire’s debt of $1,087m(1)
 Debt                                          Transaction is contingent on bank rollover consent
                                               If satisfactory waivers cannot be obtained, SGH may seek to refinance the debt

 Timing                                             Expected acquisition close: 25 October 2017

(1)   Coates Hire cash and debt as at 30 June 2017

                                                                                                                             SGH Presentation | 20 September 2017   18
Trading update and outlook

Coates Hire
Poised to benefit from        Coates Hire is expected to continue to benefit from branch rationalisation and fleet redeployment undertaken in the prior year, together with
infrastructure activity        price realisation strategies as the New South Wales and Victoria infrastructure projects are delivered

                              Strong start to the FY18 financial year with July and August tracking ahead of both pcp and YTD budget, with the market remaining
Strong start to FY18           buoyant, driven by strong growth from the Australian East Coast infrastructure and construction markets

Coates Hire guidance          Underlying FY18 EBIT on track to achieve growth of 10% on FY17

SGH
                              WesTrac’s strong parts performance is expected to continue while service revenues will be impacted by ongoing cost reduction programs
WesTrac continuing to          including insourcing of maintenance work being undertaken by some customers
benefit from mining
                              Product sales in the mining market are anticipated to remain subdued; however there has been an increase in forward orders coupled with
production cycle               extended lead times from Cat, signalling an impending fleet renewal cycle

Energy assets well            Earnings from Beach Energy are expected to increase with production to be maintained near record levels in FY18 as demand strengthens,
positioned in East Coast       driven by the current East coast gas shortage

                              Seven West Media should benefit from Commonwealth Games broadcast to underpin its robust TV market share growth in a challenging
Media to deliver ongoing       advertising market. Publishing trends are set to continue with targeted costs reductions to offset the uplift in AFL costs.
TV ratings performance
                              Assuming a similar television market outcome, Seven West Media FY18 EBIT is estimated to be 5 per cent down on FY17

                              Strong start to the year for WesTrac in July and August, reflecting the core demand of the mining production cycle and East Coast
Strong start to FY18           infrastructure
                              Sale of WesTrac China is expected to complete in October subject to regulatory approval from MOFCOM

                              SGH provided guidance at its annual results announcement on 22 August 2017 that FY18 underlying EBIT from continuing operations is
Group EBIT guidance            expected to be 5-10% up on FY17

                                                                                                                           SGH Presentation | 20 September 2017          19
Appendix

           SGH Presentation | 20 September 2017   20
SGH pro-forma balance sheet

Basis of preparation:
- Acquisition calculated as a step acquisition with an assumed 30% control premium in accordance with AASB 3 Business Combinations
- Goodwill on acquisition subject to change within 12 months of transaction close pending finalisation of detailed purchase price accounting
- The step acquisition will result in the recognition of a ~$47m gain in the Group's FY18 P&L due to the remeasurement to fair value of the Group's existing 46.5% equity accounted interest

                                                                                                                                                                                               SGH Presentation | 20 September 2017   21
SGH pro-forma free cash flow

                               SGH Presentation | 20 September 2017   22
Branch network overview
Coates Hire tailors its branch model based on location and customer needs

      #1 Generalist branch structure                        #2 Hub and spoke structure                            #3 Project site facilities

    Typically used in regional areas that do not      Typically adopted in metro regions to              For certain large customers / projects,
     have sufficient scale for hub branches             ensure efficient coverage and use                   Coates Hire will establish a project facility
                                                        of space                                            on the customer’s site to service their key
    Larger branches which are stocked to
                                                                                                            needs
     cater for regional needs                          Multiple non-specialist 'spoke' stores set
                                                        up in strategic, highly visible locations and      Typically these sites are for large
    Will typically include a broad range of
                                                        stocked with non-specialist equipment               engineering or mining projects which
     equipment across all categories
                                                                                                            require a high level of product expertise /
                                                        –   Target market is smaller contractors,
                                                                                                            service capability, and broad range of
                                                            tradesman and retail. However, also
                                                            services major customers with projects          equipment to be located on the site
                                                            within their geographical territory            Dedicated Coates Hire personnel are on
                                                                                                            hand to assist the customer and provide
                                                       Large specialised 'hub' facilities created to
                                                                                                            training where needed
                                                        support spoke branches with specialist
                                                        equipment and service major customers
                                                        –   Generally located in less visible
                                                            locations, but with access to major
                                                            transport routes
                                                        –   Target customers include larger
                                                            construction, engineering clients

                                                                                                                 SGH Presentation | 20 September 2017       23
Overview of product offering
Coates Hire has the broadest range and largest fleet in Australia

Broad range of product, largest fleet and wide end market exposure
    Continuous investment in new equipment means Coates Hire has broadest range and largest fleet in Australia, including special ised equipment to
     meet specific mining, LNG and infrastructure market requirements
    Focus on highly flexible fleet, which can be used across multiple end-markets
    Maintains strong partnerships with only the highest quality equipment manufacturers
    The fleet is rigorously maintained to the highest standards through a customised integrated equipment management system
    With >200 branches, Coates Hire has the logistics capability and infrastructure to deliver equipment to locations anywhere in Australia
    A team of dedicated product specialists providing quality advice

    Access                               Air and air                           Compaction                            Concrete and
                                         accessories                                                                 masonry

    Earthmoving                          Floor and                             Generators                            Ground
                                         cleaning                              and power                             equipment
                                         equipment                             distribution
    Industrial tools                     Ladders and                           Landscaping                           Lift, shift and
    and equipment                        scaffolding                                                                 propping

    Lighting                             Materials                             Offshore                              Tools and
                                         handling                                                                    equipment

    Pumps and fluid                      Site                                  Traffic                               Welding
    management                           accommodation                         management

    Trucks, vehicles
    and trailers

                                                                                                                 SGH Presentation | 20 September 2017   24
Fleet management cycle
Comprehensive strategy across the full equipment life cycle

#5                                                                                                                           #1
         Disposal                                                                                                                     Hire fleet investment
        Equipment which is uneconomic to                                            #5                                              Formalised hire fleet investment process
         maintain is disposed of through a                                                          Hire fleet
                                                                                                                                      which provides an approval framework
         number of market channels                                     Disposal                   investment
                                                                                                                                      for new purchases
        Dedicated disposal managers ensure                                                                                          Process includes an assessment of
         strong commercial outcomes                                                                                                   operational opportunity and financial
                                                                                                                 #1                   profile of investment
                                                               #4                                                                    Final investment approved by CEO/CFO
#4
         Fleet maintenance
        Coates Hire’s ‘RUSC’ program is a                                                                                   #2
         leading maintenance program in the                                                                                           Fleet procurement
                                                               Fleet                                           Fleet
         industry                                           maintenance                                    procurement               Full technical and commercial
        Assets undergo a detailed fleet                                                                                              assessment
         inspection after each hire                                                                                                  Detailed tender processes
        Regular scheduled services are                                                                  #2
                                                                                                                                     Strong, long-standing relationships with
         undertaken in accordance with the                                 #3          Fleet                                          key suppliers provides a competitive
         RUSC program                                                                monitoring                                       advantage for Coates Hire

                                              #3
                                                       Fleet monitoring
                                                      Regular monitoring of key KPIs: dollar and time utilisation, slow moving
                                                       and underperforming assets, capital returns
                                                      Regular reports generated, summarising areas of underperformance,
                                                       to ensure problems can be quickly identified and addressed
                                                      Relocation of underperforming assets to areas of higher demand

                                                                                                                                  SGH Presentation | 20 September 2017        25
Customer value proposition
Unmatched brand, product and service offering

                                   Our vision: right equipment, right place, right time

                             Unmatched branch network of >200 branches                                       Formal national account management teams
Branch network               Enables Coates Hire to service the entire          National offering             to manage and meet demand from major
                              Australian market                                                                customers for national agreements

                             Broad sector and project coverage with over                                     Largest hire fleet of equipment in Australia
                              130 years industry experience                      Equipment range and
Market expertise                                                                                              ~340,000 individual pieces of equipment
                             Track record of partnering successfully with       availability                  covering general hire and special project
                              customers on projects across various markets                                     needs

                                                                                                              Broad range of project site facilities that
                             Ability to co-ordinate logistics of transporting                                 provide unparalleled service levels
Transportation offering       equipment to customers’ sites                      Project site facilities
                                                                                                              Ability to tailor a project site facility to meet
                                                                                                               customer site-specific requirements

                             Industry leading equipment management
Integrated equipment                                                             Safety, environmental        ISO accreditation in health, safety, quality
                              system, ensuring equipment has been
management                                                                       and compliance                management and environmental compliance
                              maintained to the highest safety standards

                                                                                                              Provides customers with a Registered Training
                             National product teams
                                                                                                               Organisation for their training requirements
Product expertise            Dedicated team of Product Specialists trained      Training – RTO                nationally
                              to support customers and internal staff
                                                                                                              Compliant with relevant legislation

                                                                                                              Provides fleet and asset management services
Specialist engineering       Engineered solutions for shoring, propping and                                   for any industrial operation
                              water management                                   Industrial shutdowns
solutions
                                                                                                              Clear industry leader

                                                                                                                   SGH Presentation | 20 September 2017            26
Equipment rental industry structure and trends
Coates Hire well positioned as a national industry player

Industry structure: highly fragmented with national scale
Fragmented market               Fragmented with a limited number of players of scale

                                Coates Hire footprint:
                                 –   Extensive branch network; rental fleet spanning > 20 product categories and > 7,500 models of equipment
Advantages of scale
                                 –   Service capability to comply with manufacturers standards and meet customer requirements for reliability and safety compliance
                                 –   Specialist product capabilities, such as dewatering and shoring, delivered through systems, people and processes

Limited financial capacity      Financial resources allow Coates Hire to respond to market opportunities and compete strongly
of competitors

Key trends: customers increasingly amenable to rental equipment and preference for single provider with broad range
                                Larger customers continue to look for a single, national provider of equipment
Customers want a single
                                 –   Coates Hire has established national agreements and experienced national account management teams serving
rental provider
                                     major customers

                                The prevalence of larger mining, energy and infrastructure projects in Australia will favour rental providers who can offer a full product suite
Customers need a broad           and associated services to their customers
product / service offering
                                Coates Hire is one of the few companies with the fleet size and financial capacity to service projects of this scale

                                Customer focus on health and safety is influencing customer decision-making
Health and safety

                                                                                                                               SGH Presentation | 20 September 2017            27
Overview of SGH structure
Diversified industrial services and investment group

                                                            Industrial services(1)                                                    Media investments                            Energy                         Other investments

                                                                                                                                                                                                                   Listed Investments
  Business
                                   Australia                                                                                                                                                                      Property Investments

  Business                                                                                                                              Diversified Media
                             Caterpillar dealer in            Industrial and general                 Industrial lighting,                                                          Diversified                            Diversified
                                                                                                                                     (Broadcast, Publishing
  description                WA NSW and ACT                      equipment hire                     pumps, generators                                                              Oil & Gas                             investments
                                                                                                                                           and Digital)

                                                                                                                                                                                                                Listed portfolio: Store of value
                                                                                                Supplies one of the world’s                                                 Uniquely positioned to                 and liquidity for the Group
                             #1 equipment solution                                                                                       Australia’s largest
  Strategic                                                    Largest equipment hire            broadest ranges of lighting                                                take advantage of the
                            company in WA , NSW                                                                                          diversified media
  position                         and ACT
                                                                company in Australia            towers, pumps, generators,
                                                                                                                                             company
                                                                                                                                                                            Australian East Coast                 Property portfolio: Proven
                                                                                                 engines and compressors                                                        gas shortage                     ability to create value through
                                                                                                                                                                                                                 realisation of property assets

                                                                                    34%
  FY17 EBIT               40%
  contribution                                                                                                Minimal
  (Pro-forma)(2)

                                                                                                                                                          17%                 6%                                    3%

 Seven Group                                                                                                                                                                 SGH Energy 100%
                                    100%                               100%                                     100%                           41%                           Beach Energy 23%                                100%
 ownership

(1)    Pro-forma for sale of WesTrac China; expected to complete by October 2017
(2)    Based on Segment EBITDA for the 12 months ended 30 June 2017. Segment EBITDA comprises profit before depreciation and amortisation, net finance expense, income tax and significant items. WesTrac Australia segment results have been
       reduced in relation to the elimination of sales to Coates Hire. Media investments comprise investments accounted for using the equity method and financial assets fair valued through other comprehensive income. Excludes AllightSykes given
       the negative contribution from the segment

                                                                                                                                                                                     SGH Presentation | 20 September 2017                          28
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