Seymour Whyte : Extends Exclusivity Period with VINCI

Seymour Whyte Limited ACN 105 493 203

ASX Announcement 16 June 2017 SEYMOUR WHYTE EXTENDS EXCLUSIVITY PERIOD WITH VINCI

Seymour Whyte Limited (ASX:SWL) ('Seymour Whyte' or 'the Company') refers to prior announcements in relation to an indicative, non-binding and conditional proposal ('Indicative Proposal') from VINCI Construction International Network ('VINCI') to acquire 100 per cent of the Company's issued shares and associated exclusivity arrangements agreed between VINCI and Seymour Whyte.

Following a period of detailed due diligence, VINCI has confirmed that it is seeking to progress the potential control transaction on the key indicative commercial terms agreed with Seymour Whyte (consistent with the Company's 12 May 2017 announcement). VINCI has requested an extension to the exclusivity period to agree a binding scheme implementation agreement on mutually acceptable terms, including obtaining internal approvals for this. The Board believes the continuation of exclusive negotiations with VINCI is in the best interests of shareholders and has agreed that the exclusivity arrangements will remain in place until midnight AEST 23 June 2017.

Notwithstanding the ongoing positive discussions with VINCI, there is no certainty that the Indicative Proposal will result in any binding offer for Seymour Whyte shares. The Board cautions 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.

Seymour Whyte will continue to inform the market on any further developments in accordance with its continuous disclosure obligations.

Investec Australia Limited and Corrs Chambers Westgarth are acting as Seymour Whyte's financial and

legal advisers, respectively.

ENDS

Further information: Vivian Lim - Group 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.

1 of 1