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SGH LIMITED Major Shareholding Notification 2021

May 25, 2021

65777_rns_2021-05-25_52d5fd23-0f30-4409-929a-9669fae6ed31.pdf

Major Shareholding Notification

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Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Boral Limited (Company)
ACN/ARSN 008 421 761
1. Details of substantial holder (1)
Name Seven Group Holdings Limited (SGH), Network Investment Holdings Pty Limited (Network Investment) and SGH's othersubsidiaries as set out in the Annexure (SGH Group)
ACN/ARSN (if applicable) 142 003 469
There was a change in the interests of the
substantial holder on 26/05/2021
The previous notice was given to the company on 10/05/2021
The previous notice was dated 10/05/2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Previous notice Present notice
Class of securities (4) Person's votesVoting power (5) Person's votesVoting power (5)
Fully paid ordinary shares ("Shares") Up to 281,704,050 Up to 23.18% Up to 281,704,050 Up to 23.44%1

3. Changes in relevant interests

scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or

Date of change Person whose relevantinterest changed Nature of change (6) Considerationgiven inrelation tochange (7) Class and number ofsecurities affected Person's votes affected
N/A N/A N/A N/A N/A N/A

1 Since the date of the previous notice (10 May 2021), there has been no change in the relevant interests of SGH, Network Investments or the SGH Group. However, SGH notes that since the date of the previous notice the voting power of the entities has increased as a result of the on-market buy-back currently being undertaken by the Company.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevantinterest Registered holder ofsecurities Person entitled to beregistered as holder(8) Nature of relevant interest (6) Class and number ofsecurities Person'svotes
Network Investment Network Investment Network Investment Relevant interest under s 608(1) of theCorporations Act 2001 (Cth)(Corporations Act) as the registeredholder and beneficial owner of the shares. 244,934,437ordinary shares 20.38%
SGH and each othermember of the SGHGroup (other thanNetwork Investment) Network Investment Network Investment Each entity is an associate of and/orcontrols Network Investment andaccordingly has a relevant interest in thesame shares as Network Investmentunder ss 608(3)(a) or 608(3)(b) of theCorporations Act. As none of theseentities are entitled to be registered asholder of the shares, each entity's abilityto vote and dispose of these shares isqualified accordingly. 244,934,437ordinary shares 20.38%
WesTrac Holdings PtyLimited (WesTracHoldings) Macquarie Bank Ltd orunknown registeredholders* WesTrac Holdings Relevant interest under s 608(8) of theCorporations Act pursuant to a physicallysettled equity swap transaction enteredinto with Macquarie Bank Ltd on 8 April2021 entitling WesTrac Holdings to betransferred up to 36,769,913 ordinaryshares, subject to the conditions and onthe terms, set out in the Equity SwapTransaction Confirmation dated 8 April2021. Up to 36,769,613ordinary shares Up to 3.06%
SGH and each memberof the SGH Group (otherthan WesTrac Holdings) Macquarie Bank Ltd orunknown registeredholders* WesTrac Holdings Each entity is an associate of and/orcontrols WesTrac Holdings andaccordingly has a relevant interest in thesame shares as WesTrac Holdings underss 608(3)(a) or 608(3)(b) of theCorporations Act. As none of theseentities are entitled to be registered asholders of the shares, each entity's abilityto vote and dispose of these shares isqualified accordingly. Up to 36,769,613ordinary shares Up to 3.06%

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association
SGH and the SGH Group SGH controls each member of the SGH Group and, as such, they are each associates of eachother. The members of SGH Group are set out in the Annexure, some entities of which may havebecome members, or ceased to be members, since the last notice was given to the Company.

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
SGH Level 30, 175 Liverpool Street, Sydney, NSW, 2000
SGH Group See Annexure
Signature
print name Warren Coatsworth capacity Company Secretary
sign here date 26 May 2021
DIRECTIONS
(1) is clearly set out in paragraph 6 of the form. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andtrustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copyof any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of aare not paid directly to the person from whom the relevant interest was acquired. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ANNEXURE

This is an Annexure of 2 pages referred to in the Form 604, signed by me and dated 26 May 2021.

Warren Coatsworth Company Secretary

Entity ACN
C7 PtyLimited 082901 442
DirectTargetAccessPty Limited 072507 227
IndustrialInvestmentHoldingsPtyLimited 166596 710
Kimlin Holdings Pty Limited 112288 445
ManookaHoldingsPtyLimited 092680 245
MiltonstarPty Limited 074811 144
NetworkInvestmentHoldingsPtyLimited 078448 512
Point PtyLimited 009643 501
RealtimeReportersPtyLimited 009371 055
Seven(National)PtyLimited 153299 159
Seven (WAN)Pty Limited 122263 129
SevenCustodiansPtyLimited 089327 551
SevenEntertainmentPtyLimited 085598 429
Seven MediaGroupPty Limited 116850 607
SevenNetwork(UnitedStates)Inc N/A
Seven Network International Limited 065640 075
SevenNetworkInvestmentsPtyLimited 078267 759
SevenNetworkLimited 052816 789
SevenNetworkNomineesPtyLimited 060667 861
SevenResourcesPtyLimited 093422 032
SGHCommunicationsPtyLimited 063582 990
SGH Energy (No 1) Pty Limited 168933 355
SGH Energy (No 2) Pty Limited 168935 644
SGHEnergy Aust.Pty Limited 090835 608
SGHEnergy NTP66Pty Limited 123243 470
SGH Energy Pty Limited 058818 278
SGHEnergy VICP54PtyLimited 108405 009
SGHEnergy VICP56PtyLimited 125036 142
SGH Energy WA PtyLimited 113911 274
SGHEnergy WA377PPty Limited 123243 274
SGHProductions PtyLimited 091398 471
SMGExecutives PtyLimited 128792 003
SMG FINCO Pty Limited 122728 321
SNZ PtyLimited 124503 028
SpecialisedInvestmentsPtyLimited 163941 884
TallglenPty Limited 058439 786
WesTracHoldingsPtyLimited 009336 109

All companies listed above have a registered office located at Level 30, 175 Liverpool Street, Sydney, NSW, 2000 except Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA

Allight Holdings Pty LtdAllightPrimax FZCOAllightSykes PtyLtdAllightSykesNewZealandLimitedAllightSykesSA(Proprietary)LimitedF.G.W Pacific PtyLtdMiningEquipment SparesPty LtdNational HireFacilitationPtyLimitedNationalHireGroupLimitedPrimax USAIncPump Rentals Pty LtdSitechSolutions PtyLimitedSitech (WA) Pty LimitedSykes Group Pty LimitedSykes FleetServices PtyLimitedWesTracPtyLimitedWesTrac Machinery Distribution Pty Limited N/a053434 807N/aN/a085531 353133869 191128890 442076688 938N/a057090 561137343 090139286 454004093 752074656 027009342 572155 500 413
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All companies listed above have a registered office located at 12 Hoskins Road, Landsdale, WA, 6065, except:

  • y AllightPrimax FZCO: Plot No. S50119, Jebel Ali Free Zone South, Dubai, UAE
  • y Allight Sykes SA (Proprietary) Limited: 2 Eglin Road, Sunning Hill, South Africa, 2157
  • y Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090
  • y PT Allightsykes: JI Proklamsi #38 RT 32, Balikpapan, Indonesia
  • y Primax USA Inc: 11000 S Commerce Blvd Charlotte NC 28273
  • y Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD, 4006
  • y Sitech (WA) Pty Ltd: 128 Great Eastern Highway, South Guildford, WA, 6055
Entity ACN
All Hire PtyLimited 066054 500
AllplantServices PtyLimited 007691 910
AustralianHighwayPlantServicesPtyLimited 060383 511
Coates Fleet PtyLimited 073603 559
Coates GroupPty Limited 126739 240
CoatesGroupHoldings PtyLimited 126069 341
Coates HireHoldcoSPV PtyLimited 607858 328
Coates HireAccess SPV PtyLimited 607868 333
CoatesHireLimited 073603 586
Coates HireOperations PtyLimited 074126 971
CoatesHireOverseasInvestmentsPtyLimited 086464 379
CoatesHire(NZ)Limited N/a
CoatesHireTraffic SolutionsPtyLimited 114055 640
DWB (NH) Pty Limited 003620 951
Nahi PtyLimited 077777 238
NationalHireEquipment PtyLimited 080468 293
National HireFinancePty Limited 117581 530
NationalHireOperationsPtyLimited 080468 319
NationalHireProperties PtyLimited 101354 107
NationalHireTrading Pty Limited 080468 328
Ned Finco Pty Limited 128290 844
PTCoatesHireIndonesia N/a
PTCoatesServicesIndonesia N/a
True BlueHireAustraliaPtyLimited 080468 266

All companies listed above have a registered office located at Level 6, 241 O'Riordan Street, Mascot NSW 2020 except:

  • y Coates Hire (NZ) Limited: Bell Gulley, Level 22, Vero Centre, 48 Shortland Street, Auckland, NZ
  • y PT Coates Hire Indonesia: Gedung World Trade Centre 5 Lt. 3A, JI.Jend. Surdiman Kav. 29-31, Karet, Setiabudi, Jakarta, 12920 Indonesia
  • y PT Coates Services Indonesia: WISMA GKBI Lt. 39 S3901 JI. Jend. Surdiman No. 28, Bendungan Hiliar, Tnar Abung, Jakarta Pusat, DKI Jakarta Raya, Indonesia