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SGH LIMITED M&A Activity 2021

May 25, 2021

65777_rns_2021-05-25_dc783883-67af-464c-95a1-ba78f4316b0a.pdf

M&A Activity

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Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000 Australia

GPO Box 50 Sydney NSW 2001 Australia

T +61 2 9230 4000 F +61 2 9230 5333

www.allens.com.au ABN 47 702 595 758

26 May 2021

The Manager ASX Market Announcements Office ASX Limited Level 4 Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Takeover Offer by Network Investment Holdings Pty Limited in relation to Boral Limited – Notice of Fulfilment of Condition

We act for Seven Group Holdings Limited (ACN 142 003 469) (ASX: SVW) and its wholly-owned subsidiary, Network Investment Holdings Pty Limited (ACN 078 448 512) (NIH).

On 10 May 2021, NIH announced its intention to make an off-market takeover bid for all of the ordinary shares in Boral Limited (ACN 008 421 761) (ASX:BLD).

We enclose a notice pursuant to section 630(4) of the Corporations Act 2001 (Cth) (Corporations Act), in accordance with section 630(5) of the Corporations Act. The notice confirms the fulfilment of the condition in paragraph (c) (Lenders' consent) of section 7.6 of the Bidder's Statement dated 10 May 2021.

Yours sincerely

Tom Story Partner Allens [email protected] T +61 2 9230 4812

Encl

Corporations Act 2001 (Cth) Section 630(4)

Notice of Fulfilment of Condition

This notice is issued in accordance with section 630(4) of the Corporations Act by Network Investment Holdings Pty Limited (ACN 078 448 512) (NIH), in relation to NIH's off-market takeover offer for all of the ordinary shares in Boral Limited (ACN 008 421 761) dated 10 May 2021.

NIH gives notice under section 630(4) of the Corporations Act that the defeating condition contained in paragraph (c) (Lenders' consent) of section 7.6 of the Bidder's Statement dated 10 May 2021 (Bidder's Statement) has been fulfilled. Accordingly, the Offer is now free of that Condition.

Unless otherwise defined, capitalised terms used in this notice have the meaning given in the Bidder's Statement.

Dated 26 May 2021

Warren Coatsworth Company Secretary Signed for and on behalf of Network Investment Holdings Pty Limited