SGH LIMITED — Capital/Financing Update 2021

May 9, 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

10 May 2021

ASX Release

Seven Group Holdings Limited ("SGH") extension of Share Purchase Plan closing date

SGH advises that the closing date of the Share Purchase Plan ("SPP") announced on 19 April 2021 has been extended by one week to 17 May 2021. The extension has been granted to ensure all eligible shareholders have an opportunity to participate in the offer following the announcement of SGH's off-market takeover offer for Boral Limited today. 1

Eligible Shareholders that have already applied for Shares under the SPP do not need to re-apply unless they wish to apply for additional Shares up to the maximum application amount of \$30,000.

Full details of the SPP, including details of how to apply, are set out in the SPP Booklet released on ASX on 26 April 2021. Eligible Shareholders are encouraged to read the SPP Booklet carefully and in its entirety, and seek their own financial and taxation advice in relation to the SPP, before they decide whether to participate.

The SPP Shares are being offered at the Issue Price, being the lower of:

• a 2.5% discount to the volume weighted average price of SGH's shares traded on ASX during the five trading days (5 day VWAP) up to, and including, the original closing date (expected to be Monday 10 May 2021), rounded to the nearest cent; or
• a 2.5% discount to the volume weighted average price of SGH's shares traded on ASX during the five trading days (5 day VWAP) up to, and including, the new closing date (expected to be Monday 17 May 2021), rounded to the nearest cent.

If the 5 day VWAP of SGH's shares up to, and including, the original closing date of Monday 10 May 2021 is less than the 5 day VWAP of SGH's shares up to, and including, the new closing date of Monday 17 May 2021, the Issue Price will instead be calculated as at the original closing date of 10 May 2021, being the lesser of \$22.50 and a 2.5% discount to the 5 Day VWAP up to, and including, Monday 10 May 2021, rounded to the nearest cent. 2 All other terms and conditions of the SPP remain unchanged.

Applications and payment must now be received by 5.00pm (AEDT) on Monday 17 May 2021. The revised dates in relation to the SPP Offer are set out below. 3

SPP offer period closes	Monday 17 May 2021
Announcement of results of SPP	Thursday 20 May 2021
Issue date for SPP shares	Tuesday 25 May 2021
SPP Shares commence trading on ASX	Wednesday 26 May 2021
Dispatch of holding statement	Thursday 27 May 2021

¹ Capitalised terms not defined have the meaning given to that term in the Share Purchase Plan Offer Booklet.

³ The timetable is indicative only and subject to change. The commencement and quotation of SPP Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, SGH reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, w ithout notice. All references to times in this announcement are to Sydney time.

² There is a risk that the market price of the Shares on the ASX may change betw een the date w hen Shareholders apply for SPP Shares and the date w hen SPP Shares are issued. This means that, at the time of issue, Shareholders may be able to buy Shares on market at a low er price than the Issue Price under the SPP.

Shareholders with questions in relation to how to participate in the SPP may contact the SGH Registry from 8.30am to 5.00pm (Sydney time) Monday to Friday on 1800 655 443 (callers within Australia) or +61 2 9290 9897 (callers outside Australia).

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

Media contacts and details: Lauren Thompson +61 438 954 729 / Courtney Howe +61 404 310 364

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

The distribution of this announcement in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this announcement may not be distributed or released in the United States.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction to which such an offer would be illegal. The SPP Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).