SGH LIMITED — M&A Activity 2024

Mar 3, 2024

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4 March 2024

Seven Group Holdings - Establishment of acceptance facility for off-market takeover bid for Boral Limited

On 4 March 2024, Seven Group Holdings Limited (ACN 142 003 469) announced that its wholly-owned subsidiary, Network Investment Holdings Pty Limited (ACN 078 448 512) ( SGH Bidder ), had established an acceptance facility ( Facility ) in relation to SGH Bidder's off-market takeover bid for all of the ordinary shares in Boral Limited (ACN 008 421 761) ( Boral ) announced on 19 February 2024 ( Offer ).

The Facility is open to all Boral Shareholders to facilitate the receipt of their acceptances of the Offer. The Facility enables Boral Shareholders to indicate their intention to accept the Offer without being obliged to do so until the First Consideration Increase (as defined in the replacement Bidder's Statement dated 4 March 2024 ( Bidder’s Statement ) and as supplemented or amended by the Supplementary Bidder's Statement dated 4 March 2024 ( Supplementary Bidder’s Statement ) is effective.

Attached to this announcement are the following documents, as defined in the Supplementary Bidder's Statement:

• Terms of Appointment;

• Appointment Form;

• Custodian Direction; and

• Withdrawal Notice.

As set out in paragraph 4.4 of the Supplementary Bidder's Statement, if a Boral Shareholder wishes to participate in the Facility, please provide to Computershare Clearing Pty Limited (the Acceptance Facility Agent ):

• (a) a completed and executed Appointment Form; and

• (b) a completed and executed:

• (i) Acceptance Form (as attached to the Bidder's Statement dispatched to Boral Shareholders on 4 March 2024); and/or

• (ii) in respect of Boral Shares held by a custodian, Custodian Directions (one copy for SGH Bidder and one copy for the custodian).

Boral Shareholders can provide their Appointment Form, together with their Acceptance Form or Custodian Directions, to the Acceptance Facility Agent by email. If these forms are provided to the Acceptance Facility Agent by email, please also courier the original documents to the Acceptance Facility Agent immediately upon sending the email. The Acceptance Facility Agent reserves the right to act on documents emailed to it.

If you have any questions in relation to the Facility or the related documents, please contact Computershare Clearing Pty Limited by email at custodians@computershare.com.au.

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

For investor information, please contact: Daniel Levy - Head of IR and Communications +61 2 8777 7106 | investorrelations@sevengroup.com.au

For media enquiries, please contact: Lauren Thompson | +61 438 954 729 Jim Kelly | +61 412 549 083 Hayley Ashburner | +61 497 554 588

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Terms of Appointment

• 1 These Terms of Appointment (the Terms ) relate to the acceptance facility (the Facility ) that has been arranged by Network Investment Holdings Pty Limited (ACN 078 448 512) ( SGH Bidder ), a wholly-owned subsidiary of Seven Group Holdings Limited (ACN 142 003 469), in respect of its offer to acquire all of the shares in Boral Limited (ACN 008 421 761) ( Boral ) announced on 19 February 2024 (the Offer ). The Terms must be read together with the replacement Bidder's Statement dated 4 March 2024 (the Bidder's Statement ) (as supplemented or amended by the Supplementary Bidder's Statement dated 4 March 2024 ( Supplementary Bidder's Statement )). Terms defined in the Bidder's Statement (as supplemented or amended) have the same meaning in these Terms. These Terms will prevail to the extent of any inconsistency with the Bidder's Statement (as supplemented or amended).

• 2 In the Bidder’s Statement, SGH Bidder said it would increase the cash component of the consideration offered under the Offer by $0.10 per Boral Share (the First Consideration Increase ) if one or both of the following occur:

• (a) SGH Bidder receives acceptances under the Offer sufficient to increase its aggregate interest in Boral Shares to 80% or more prior to the close of the Offer; or

• (b) the Boral Board (excluding the SGH nominee directors, Mr Stokes and Mr Richards) unanimously recommend that Boral Shareholders accept the Offer,

(collectively, the First Consideration Increase Conditions ).

• 3 The Boral Shareholder directs the Acceptance Facility Agent to deliver:

• (a) the Acceptance Form to Boardroom Pty Limited (in the case of issuer sponsored holdings) or to the relevant Controlling Participant (in the case of CHESS Holdings); or

• (b) the Custodian Direction to the Custodian,

(collectively, the Acceptance Instructions ) as soon as reasonably practicable after the Acceptance Facility Agent receives written confirmation from SGH Bidder (the Confirmation Letter ) stating that one or both of the First Consideration Increase Conditions has been satisfied.

• 4 SGH Bidder will not provide the Confirmation Letter to the Acceptance Facility Agent unless one or both of the First Consideration Increase Conditions has been satisfied. For this purpose, SGH Bidder’s aggregate interest will be calculated based on the sum of:

• (a) the “voting power” in Boral which SGH discloses, including any swap interest which requires disclosure under section 671B(7) even though it does not convey a relevant interest by virtue of section 609(6); and

• (b) the number of Boral Shares in respect of which Acceptance Instructions have been received under the Facility (as advised by the Acceptance Facility Agent to SGH Bidder).

• 5 The Boral Shareholder will retain all rights in relation to, and full control over, its Boral Shares and can withdraw its Acceptance Form and/or Custodian Direction at any time prior to the Acceptance Facility Agent receiving the Confirmation Letter from SGH Bidder. The Acceptance Facility Agent must return the Acceptance Form and/or Custodian Direction to Boral Shareholder promptly upon:

• (a) receipt of a written request (by email) from Boral Shareholder at any time prior to the Acceptance Facility Agent receiving the Confirmation Letter from SGH Bidder; or

• (b) SGH Bidder terminating its arrangements with the Acceptance Facility Agent in respect of the Facility.

For the avoidance of doubt, the Boral Shareholder does not have any right to withdraw its Acceptance Form and/or Custodian Direction if it provides the direction contemplated in paragraph 3 after the time at which SGH Bidder has delivered the Confirmation Letter to the Acceptance Facility Agent.

• 6 The Appointment Form and enclosures may be given to the Acceptance Facility Agent by post or email. If they are given by email, the original documents should also be couriered to the Acceptance Facility Agent immediately upon sending the email. The Acceptance Facility Agent reserves the right to act on documents emailed to the Acceptance Facility Agent.

• 7 The Acceptance Form or Custodian Direction may apply to all or some of the Boral Shareholder's Boral Shares.

• 8 Both at the time the Boral Shareholder delivers the Acceptance Form and/or Custodian Direction to the Acceptance Facility Agent and at the time when the Acceptance Facility Agent delivers those documents to the relevant person in accordance with these Terms, the Boral Shareholder warrants that:

• (a) it has read and understood these Terms;

• (b) it is the absolute legal and beneficial owner of the Boral Shares or, where the Custodian is the legal owner of the Boral Shares, either the Boral Shareholder is the beneficial owner of the Boral shares or the Boral Shareholder controls the exercise of the power to dispose of Boral shares;

• (c) the Boral Shares are free of all encumbrances;

• (d) it has authority to enter into the arrangements and provide the warranties the subject of these Terms;

• (e) in respect of the Acceptance Form (if applicable), the Acceptance Form will enable SGH Bidder to acquire good title to, and beneficial ownership (free from all encumbrances) of, the Boral Shares;

• (f) in respect of the Custodian Direction (if applicable), on the Custodian acting in accordance with the Custodian Direction provided to it by the Acceptance Facility Agent and accepting the Offer, SGH Bidder will acquire good title to, and beneficial ownership (free from all encumbrances) of, the Boral Shares;

• (g) in respect of the Acceptance Form (if applicable), the Acceptance Form has been duly completed and executed and, in the case of CHESS Holdings, when it is delivered to Boardroom Pty Limited, the Boral Shareholder will take all necessary action in order to ensure the relevant Controlling Participant immediately initiates acceptance of the Offer;

• (h) in respect of the Custodian Direction (if applicable), the Custodian Direction has been duly completed and executed and when delivered to the Custodian, it will compel the Custodian to immediately accept the Offer for the Boral Shares subject to its compliance procedures (in respect of which the Boral Shareholder will take all necessary action in order to ensure the Custodian immediately accepts the Offer); and

• (i) it will give the Acceptance Facility Agent written notice in accordance with paragraph 4 above revoking the Acceptance Instructions if the Boral Shareholder intends to dispose of, encumber or otherwise create any third party interest whatsoever in respect of any of the Boral Shares or, where the Boral Shares are held by the Custodian, the Custodian is changed or the Boral Shareholder becomes registered as the holder of the Boral Shares.

• 9 The Boral Shareholder acknowledges and agrees that the Acceptance Facility Agent does not have any duties, obligations, rights or powers in relation to the Boral Shares other than as

expressly set out in these Terms and that nothing in the arrangement described in these Terms creates in the Acceptance Facility Agent a relevant interest (as defined in the Corporations Act), or legal or equitable interest (including any proprietary interest ) , or association between the Acceptance Facility Agent and the Boral Shareholder in, or in relation to, any of the Boral Shares which are the subject of the Acceptance Form and/or Custodian Direction.

• 10 To the fullest extent permitted by law, the Boral Shareholder agrees that the Acceptance Facility Agent shall not have any liability to the Boral Shareholder for any claim, demand, loss, cost, expense, liability of action arising directly or indirectly from or relating to the Boral Shareholder’s participation in the Facility or the actions of the Acceptance Facility Agent with respect to the Facility.

• 11 The Boral Shareholder acknowledges that the Acceptance Facility Agent does not accept, and the Boral Shareholder releases the Acceptance Facility Agent from, any responsibility in relation to its appointment as Acceptance Facility Agent, including for ensuring that the Confirmation Letter from SGH Bidder is delivered (or that it is correct or correctly authorised), that it is delivered in time to effect acceptance of the Offer in respect of Boral Shares, or that SGH Bidder acts in accordance with the Confirmation Letter.

• 12 These terms of appointment may be amended by the Acceptance Facility Agent (with the consent of SGH Bidder) by notice provided to ASX, provided that no amendment is prejudicial to the interests of the Boral Shareholder or confer on SGH Bidder or the Acceptance Facility Agent any control or discretion over the voting or disposal of the Boral Shares to which Acceptance Instructions relate.

• 13 These Terms and the Facility are governed by the laws in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of New South Wales.

• 14 The Boral Shareholder acknowledges that:

• (a) the Acceptance Facility Agent does not accept, and the Boral Shareholder releases the Acceptance Facility Agent from, any responsibility if there is any defect in the completion, execution or implementation of the Acceptance Form or Custodian Direction by the Boral Shareholder or by the Custodian, which would render the Acceptance Form or Custodian Direction (or any acceptance form provided by the Custodian in relation to Boral Shares) ineligible for acceptance;

• (b) the Acceptance Facility Agent does not represent or warrant that the First Consideration Increase Conditions will be satisfied or waived. SGH Bidder reserves the right to waive any First Consideration Increase Conditions;

• (c) the Acceptance Facility Agent must act in accordance with this Appointment of Acceptance Facility Agent form and the Confirmation Letter irrespective of the status of the Offer or the number of Acceptance Instructions held by the Acceptance Facility Agent;

• (d) the Acceptance Facility Agent will rely on the warranties in paragraph 8 above including when informing SGH Bidder of the number of Boral Shares which are the subject of Acceptance Instructions held by the Acceptance Facility Agent;

• (e) the Acceptance Facility Agent has not been involved in the preparation of the Bidder’s Statement (as supplemented or amended) in respect of the Offer and is in no way responsible for its content;

• (f) the Acceptance Facility Agent may disclose Acceptance Instructions to SGH Bidder or allow SGH Bidder to review the Acceptance Instructions at any time, provided SGH Bidder must keep such Acceptance Instructions confidential;

• (g) SGH Bidder may at any time by notice provided to ASX remove Computershare Clearing Pty Limited as acceptance facility agent under this Facility and appoint another entity on the same terms or on terms which are no less favourable to Boral Shareholders than these Terms, and the Boral Shareholders will continue to be bound by the Terms as if it has provided its Acceptance Instructions to the new acceptance facility agent and the new terms had applied at that time;

• (h) Computershare Clearing Pty Limited, its affiliates or subsidiaries:

• (i) may have other roles in relation to the Offer; and

• (ii) may have held financial interests in Boral as at the date of SGH Bidder’s Statement and may continue to hold such financial interests;

• (i) if there is in effect an order or final decision which prohibits the Offer or the Facility, the Acceptance Facility Agent will terminate the Facility and Acceptance Instructions will be returned to Boral Shareholders;

• (j) the Acceptance Facility Agent is not providing advice or making any recommendation in relation to the Boral Shareholder’s participation in the Facility;

• (k) the Acceptance Facility Agent is not responsible for any stamp duty or other duties or third party fees payable in respect of these Terms or the Boral Shareholder's Acceptance Instructions as contemplated by these Terms and any such duties or third party fees will be payable by the Boral Shareholder; and

• (l) the Acceptance Facility Agent is a financial services licensee and any disposal of the Boral Shares by the Acceptance Facility Agent in accordance with these Terms are done in the ordinary course of the Acceptance Facility Agent's business.

Appointment Form

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Send to Computershare Clearing Pty Limited
Attn: Odette Luangsy and Matthew Dickson
Corporate Actions Project Manager
Address Yarra Falls, 452 Johnston Street
Abbotsford Victoria 3067
Email custodians@computershare.com.au
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This appointment of acceptance facility agent form ( Appointment Form ) relates to the acceptance facility (the Facility ) that has been arranged by Network Investment Holdings Pty Limited (ACN 078 448 512) ( SGH Bidder ), a wholly-owned subsidiary of Seven Group Holdings Limited (ACN 142 003 469), in respect of its offer to acquire all of the shares in Boral Limited (ACN 008 421 761) ( Boral ) announced on 19 February 2024 (the Offer ). The Appointment Form must be read together with the replacement Bidder's Statement dated 4 March 2024 (the Bidder's Statement ) (as supplemented or amended by the Supplementary Bidder's Statement dated 4 March 2024 ( Supplementary Bidder’s Statement )) in connection with the Offer. Terms defined in the Bidder's Statement (as supplemented or amended) have the same meaning in this Appointment Form.

When the Boral Shareholder described below (the Shareholder ) lodges this duly completed and executed Appointment Form with Computershare Clearing Pty Limited ACN 063 826 228 (the Acceptance Facility Agent ) together with:

• (a) a duly completed and executed acceptance and transfer form in respect of some or all of the Boral shares which the Shareholder holds or beneficially owns (the Acceptance Form ); or

• (b) a duly completed and executed direction to the Shareholder's custodian (the Custodian ) to accept the Offer in respect of some or all of the Boral shares which the Shareholder holds or beneficially owns (the Custodian Direction ),

the Shareholder appoints the Acceptance Facility Agent to hold the Acceptance Form and/or Custodian Direction (as appropriate) as collection agent only, subject to the Terms of Appointment (as defined in the Supplementary Bidder’s Statement), and to deal with it in the manner provided by the Terms of Appointment.

Beneficial Shareholder details

Shareholder's legal name

Total number of Boral shares owned by the Shareholder

Total number of Boral shares to be sold in accordance with the Offer

HIN/SRN for shareholding (if available)

(for direct registered holdings)

Shareholder

Contact person address

Telephone number

Fax number

( ) ( )

Email address

Custodian details (where applicable)

Custodian's legal name

Custodian's account code for owner's account Custodian contact person

Address

Telephone number

Fax number Email address

( ) ( )

Signed for and on behalf of:

Beneficial Shareholder name: ABN / ACN (where applicable)

Signature

Date: Name: Title:

Custodian Direction

(Custodian copy)

TO: Custodian's name Custodian contact person Address

( Custodian )

Phone number ( ) Fax number ( ) Email address

AND TO: Network Investment Holdings Pty Limited ( Bidder ) Level 30, 175 Liverpool Street Sydney NSW 2000 FROM: Shareholder's name ( Shareholder )

URGENT DIRECTIONS CONCERNING SHARES IN BORAL LIMITED HELD ON BEHALF OF THE SHAREHOLDER

We refer to the __ ordinary shares[1] ( Our Total Target Shares ) in Boral Limited ( Target_ ) held by the Custodian on our behalf pursuant to the following custodial arrangements[2] :

---

---

Our Total Target Shares are identified by[3] :

---

Of Our Total Target Shares, we refer to the ___ ordinary shares[4] in the Target ( Our Offer Shares ) that we intend to sell in accordance with the Offer described below.

1. Network Investment Holdings Pty Limited (ACN 078 448 512) (the Bidder ), a wholly-owned subsidiary of Seven Group Holdings Limited (ACN 142 003 469), has made an off-market takeover bid for all of the fully paid ordinary shares in the Target (the Offer ), as set out in the replacement Bidder's Statement dated 4 March 2024 (the Bidder's Statement ) (as supplemented by the Supplementary Bidder's Statement dated 4 March 2024).

2. We have provided Computershare Clearing Pty Limited ACN 063 826 228 ( Acceptance Facility Agent ) with this signed letter and specific instructions concerning the time at which it is to be provided to the Custodian and to the Bidder.

3. On delivery of this letter by the Acceptance Facility Agent to the Custodian, we irrevocably direct the Custodian to immediately, without further reference to us, take all steps necessary to accept the Offer for all of Our Offer Shares, whether by providing a validly completed acceptance form to the Bidder or by initiating acceptance of the Offer through CHESS.

1 Insert number of ordinary shares which the Shareholder holds on the date this custodian direction is provided to the Acceptance Facility Agent.

2 Insert details of custodial arrangements if appropriate.

3 Insert any relevant identifying information.

4 Insert number of ordinary shares which the Shareholder intends to sell in accordance with the Offer.

1. On delivery of this letter by the Acceptance Facility Agent to the Bidder, and in consideration of the Bidder accepting this letter as a valid authority to instruct the Custodian to accept the Offer on our behalf, we irrevocably agree to accept the Offer in relation to all of Our Offer Shares, and to do all things necessary to make that acceptance effective.

Signed for the Shareholder by a representative of the Shareholder who has the power to authorise that these directions be given to the Custodian and to the Bidder.

________

Name:

Capacity:

Date:

NOTE: If this Custodian Direction is being signed under power of attorney, then:

• the details of both the attorney and the principal must be included; and

• a copy of the relevant instrument of authorisation must be attached.

Custodian Direction

(Bidder copy)

TO: Custodian's name Custodian contact person Address Phone number ( ) Fax number ( ) Email address

Custodian's name ( Custodian ) Custodian contact person Address Phone number ( ) Fax number ( ) Email address AND TO: Network Investment Holdings Pty Limited ( Bidder ) Level 30, 175 Liverpool Street Sydney NSW 2000 FROM: Shareholder's name ( Shareholder )

URGENT DIRECTIONS CONCERNING SHARES IN BORAL LIMITED HELD ON BEHALF OF THE SHAREHOLDER

We refer to the __ ordinary shares[1] ( Our Total Target Shares ) in Boral Limited ( Target_ ) held by the Custodian on our behalf pursuant to the following custodial arrangements[2] :

---

---

Our Total Target Shares are identified by[3] :

---

Of Our Total Target Shares, we refer to the ___ ordinary shares[4] in the Target ( Our Offer Shares ) that we intend to sell in accordance with the Offer described below.

1. Network Investment Holdings Pty Limited (ACN 078 448 512) (the Bidder ), a wholly-owned subsidiary of Seven Group Holdings Limited (ACN 142 003 469), has made an off-market takeover bid for all of the fully paid ordinary shares in the Target (the Offer ), as set out in the replacement Bidder's Statement dated 4 March 2024 (the Bidder's Statement ) (as supplemented by the Supplementary Bidder's Statement dated 4 March 2024).

2. We have provided Computershare Clearing Pty Limited ACN 063 826 228 ( Acceptance Facility Agent ) with this signed letter and specific instructions concerning the time at which it is to be provided to the Custodian and to the Bidder.

3. On delivery of this letter by the Acceptance Facility Agent to the Custodian, we irrevocably direct the Custodian to immediately, without further reference to us, take all steps necessary to accept the Offer for all of Our Offer Shares, whether by providing a validly completed acceptance form to the Bidder or by initiating acceptance of the Offer through CHESS.

1 Insert number of ordinary shares which the Shareholder holds on the date this custodian direction is provided to the Acceptance Facility Agent.

2 Insert details of custodial arrangements if appropriate.

3 Insert any relevant identifying information.

4 Insert number of ordinary shares which the Shareholder intends to sell in accordance with the Offer.

1. On delivery of this letter by the Acceptance Facility Agent to the Bidder, and in consideration of the Bidder accepting this letter as a valid authority to instruct the Custodian to accept the Offer on our behalf, we irrevocably agree to accept the Offer in relation to all of Our Offer Shares, and to do all things necessary to make that acceptance effective.

Signed for the Shareholder by a representative of the Shareholder who has the power to authorise that these directions be given to the Custodian and to the Bidder.

________

Name:

Capacity:

Date:

NOTE: If this Custodian Direction is being signed under power of attorney, then:

• the details of both the attorney and the principal must be included; and

• a copy of the relevant instrument of authorisation must be attached.

Send to: Computershare Clearing Pty Limited	Address: Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067
Attn: Odette Luangsy Matthew Dickson	Email: custodians@computershare.com.au

Acceptance Facility - Withdrawal Notice

We refer to the Facility for which Computershare Clearing Pty Limited is the Acceptance Facility Agent for the takeover offer by Network Investment Holdings Pty Limited (ACN 078 448 512) (the Bidder ), a wholly-owned subsidiary of Seven Group Holdings Limited (ACN 142 003 469), for all of the ordinary shares in Boral Limited (ACN 008 421 761) announced on 19 February 2024 (the Target ).

On the date set out below, we lodged acceptance instructions into the Facility in respect of the number of Target shares set out below.

The undersigned ( Participating Shareholder ) hereby withdraws those acceptance instructions, subject to the Acceptance Facility Agent not having received a Confirmation Letter from the Bidder prior to receipt of this withdrawal notice.

Please confirm in writing that the Acceptance Facility Agent has not, as at the time of receipt of this withdrawal notice by you, received such a Confirmation Notice from the Bidder.

All capitalised terms in this withdrawal notice have the same meaning as in the Terms of the Facility.

Participating Shareholder Details

Participating Shareholder’s legal name

Date on which we lodged acceptance instructions

Number of Target shares presently owned by the Participating Shareholder

Total number of Target shares to be sold in accordance with the Offer

HIN/SRN for Shareholding (if available)

[for direct registered holdings]

Participating Shareholder contact person

Address

Telephone number

Fax number

( ) ( )

Email address

Custodian Details (where applicable)

Custodian's legal name

Custodian's account code for owner's account

Custodian contact person

Address

Telephone number

Fax number Email address

( ) ( )

Signed for and on behalf of: Participating shareholder name: ABN / ACN (where applicable):

Signature: Date: Name: Title: