SGH LIMITED — Merger & Acquisition 2021

May 24, 2021

Boral Limited

Level 18, 15 Blue Street North Sydney NSW 2060

PO Box 1228 North Sydney NSW 2059

T:+61 (02) 9220 6300

www.boral.com

25 May 2021

The Manager, Listings Australian Securities Exchange ASX Market Announcements Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir / Madam,

Letter to Shareholders

We attach a letter from Boral's Chairman being issued to shareholders today, advising that Boral's Independent Board Committee recommends shareholders take no action with respect to the offer by SGH to acquire Boral Shares for $6.50 per share.

Authorised for release by:

Dominic Millgate Company Secretary

TAKE NO ACTION WAIT FOR OUR TARGET'S STATEMENT

25 May 2021

Dear shareholder

Boral's Independent Board Committee recommends shareholders TAKE NO ACTION with respect to the offer by SGH to acquire your Boral Shares for $6.50 per share.

You may have recently received a Bidder's Statement from Network Investment Holdings Pty Limited, a wholly-owned subsidiary of Seven Group Holdings Limited (SGH), outlining an unsolicited off-market takeover offer to acquire all of the issued shares in Boral, which SGH does not already own, for $6.50 cash per Boral Share (the Offer).

The Offer of $6.50 is BELOW THE CURRENT BORAL SHARE PRICE of $6.78 as at 21 May 2021.

Boral has formed a committee of its directors, excluding Mr Ryan Stokes who is the Managing Director & Chief Executive Officer of SGH and a Non-executive Director of Boral, to consider the Offer.

The Board Committee believes the Offer is opportunistic, undervalues the Company and unanimously recommends that you TAKE NO ACTION in respect of SGH's Offer and Bidder's Statement.

We are confident in Boral's strategy and remain committed to our transformation targets set across the Group to deliver value for all our shareholders.

Boral will publish a Target's Statement in response to the Offer in the week commencing 7 June 2021, which will set out Boral's formal recommendation and will include an Independent Expert's valuation of your Boral Shares.

In the meantime, there is NO NEED FOR SHAREHOLDERS TO TAKE ACTION.

If you have any questions in relation to the Offer, please call Boral's shareholder information line:

1300 513 794 (within Australia) or +61 2 9066 4081 (outside Australia)

between 9am and 6pm (AEST) Monday to Friday

For further information relating to Boral's response to the Offer, visit www.boral.com/BoralResponse

If you have an email address and have not already provided it to Boral, please register for electronic communications to receive information about Boral's response to the Offer.

Please note that due to COVID, some communication may only be sent to shareholders electronically and that if you are mailed information, there may be postal delays. You can register for electronic communications at linkmarketservices.com.au or by calling +61 1300 730 644.

Boral will keep its shareholders fully informed of further developments.

We thank shareholders for their continued support.

Kathryn Fagg Chairman Boral Limited