Seymour Whyte : CLARIFICATION STATEMENT- INDICATIVE AND NON-BINDING PROPOSAL

Seymour Whyte Limited ACN 105 493 203

ASX Announcement

16 March 2017

CLARIFICATION STATEMENT

Seymour Whyte Limited (ASX:SWL) ('Seymour Whyte' or 'the Company') refers to its announcement earlier today that it has received an indicative, non-binding and conditional proposal ('Indicative Proposal') from VINCI Construction International Network ('VINCI') to acquire 100 per cent of the issued shares of Seymour Whyte.

Seymour Whyte notes that media commentary in the Australian Financial Review may give the impression that any special dividend is in addition to the indicative AU$1.36 to AU$1.43 cash price per share.

To be clear, any special dividend incorporated into any proposed offer to unlock the value of franking credits would form part of the total consideration within that range and not be in addition to it.

The Indicative Proposal is subject to a number of conditions, including access to due diligence, retention of management and relevant regulatory approvals. There is no certainty that the Indicative Proposal will result in any binding offer for Seymour Whyte's shares.

The Board cautions its shareholders not to make any decisions about Seymour Whyte shares on the assumption that a transaction will proceed. Seymour Whyte shareholders do not need to take any action in response to the Indicative Proposal at this stage.

ENDS

Further information: Vivian Lim - Communications Manager, 0434 306 131 [e-mail]

Note to editors: Seymour Whyte Limited is an ASX-listed company providing civil and utilities infrastructure services across Australia. Seymour Whyte Limited is the holding company of Seymour Whyte Constructions Pty Ltd and Rob Carr Pty Ltd.

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