Seymour Whyte : Releases Scheme Booklet

Seymour Whyte Limited ACN 105 493 203

ASX Announcement

22 August 2017

SEYMOUR WHYTE GROUP RELEASES SCHEME BOOKLET

Seymour Whyte Limited (ASX:SWL) ('Seymour Whyte' or 'the Company') announces that the Federal Court of Australia has made orders to convene a meeting of Seymour Whyte Shareholders on Thursday 28 September 2017 to consider and vote on the previously announced Scheme of Arrangement (Scheme), under which VINCI Construction International Network's nominee VINCI Construction Australasia Pty Ltd (VCA) will acquire 100% of the ordinary shares in Seymour Whyte.

The Scheme Booklet has today been registered with the Australian Securities and Investments Commission (ASIC). A copy of the Scheme Booklet, including the Independent Expert's Report and an updated timetable, will be mailed or emailed to Seymour Whyte Shareholders on 28 August 2017. A copy of the Scheme Booklet, including the Independent Expert's Report, is attached to this announcement.

The Independent Expert, BDO Corporate Finance (Qld) Ltd, has concluded that the acquisition of Seymour Whyte Shares by VCA under the Scheme is fair and reasonable and in the best interests of Seymour Whyte Shareholders in the absence of a Superior Proposal.

The Seymour Whyte Directors' unanimously recommend that Shareholders VOTE IN FAVOUR of the Scheme Resolution at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Shareholders.

The Director's intend to vote all the Seymour Whyte Shares that they own or control IN FAVOUR of the Scheme Resolution at the Scheme meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of Shareholders.

Seymour Whyte Shareholders Racelid Pty Ltd (Estate of Garry Whyte), Rabtuvi Pty Ltd (John Seymour) and Robert Carr (collectively the Major Shareholders) have each separately advised Seymour Whyte that they intend to vote all Seymour Whyte Shares held or controlled by them respectively (in total representing 48% of the Seymour Whyte Shares on issue), in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of Shareholders.

Scheme Meeting

The Scheme Meeting will be held at 10.00am (Brisbane time) on Thursday 28 September 2017, at Morgan Room, Level 1, Christie Conference Centre, 320 Adelaide Street, Brisbane.

All Seymour Whyte Shareholders are encouraged to vote either by attending the Scheme meeting in person, or proxy, or by attorney or, (in the case of corporate Seymour Whyte Shareholders) by corporate representative. If voting by proxy, the proxy form must be received by the Share Registry by no later than 10.00am (Brisbane time) on Tuesday 26 September 2017.

Details of how to lodge a proxy vote are included in the Scheme Booklet and proxy forms.

Seymour Whyte Shareholders are advised to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Scheme. As detailed in the Scheme Booklet, the Scheme is conditional on Seymour Whyte Shareholder and Court approvals.

Shareholder information

If Shareholders have any questions about the Scheme Booklet or the Scheme, they should call the Seymour Whyte Shareholder Information Line on 1300 070 932 (within Australia) or [phone] (outside Australia).

Seymour Whyte Shareholders should consult their stockbroker, accountant, tax, financial or other professional adviser about the impact of the Scheme on their particular investment objectives before making any investment decision in relation to their Seymour Whyte securities.

Seymour Whyte will inform the market of any material developments at the appropriate time.

The Directors of Seymour Whyte have engaged Investec Australia Limited as financial adviser and Corrs Chambers Westgarth as legal adviser in relation to the Scheme.

ENDS

Further information: Vivian Lim - Group Communications Manager, 0434 306 131 or [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.

SEYMOUR WHYTE LIMITED

ABN 67 105 493 203

SCHEME BOOKLET

of arrangement e proposed ac- eymour Whyte I Construction etwork

For the scheme of arrangement in relation to the proposed acquisition of all Seymour Whyte shares by VINCI Construction Australasia Pty Ltd

Your Directors unanimously recommend that you vote in favour of the Scheme Resolution, in the absence of a Superior Proposal.

The Independent Expert has concluded that, in the absence of a Superior Proposal, the Scheme is fair and reasonable and therefore in the best interests of Seymour Whyte Shareholders.

VOTE IN FAVOUR SCHEME MEETING

Time: 10.00am

Date: Thursday 28 September 2017

Venue: Morgan Room Level 1, Christie Conference Centre, 320 Adelaide Street, Brisbane QLD 4000

This is an important document and requires your immediate attention.You should read it in full and consider its contents carefully before how deciding how to vote If you are in doubt as to what you should do, please consult your legal, financial or other professional adviser. If you have sold your SeymourWhyte Shares, please disregard this document.

If you have any questions about this Scheme Booklet or the Scheme, please call the SeymourWhyte Shareholder Information Line on 1300 070 932 (within Australia) or

[phone] (outside Australia).

Financial Adviser Legal Adviser

IMPORTANT DATES AND EXPECTED TIMETABLE FOR THE SCHEME

Event	Date and time
Latest time and date for receipt of proxy forms or powers of attorney by the Share Registry for the Scheme Meeting	10.00am (Brisbane time) Tuesday 26 September 2017
Time and date for determining eligibility to vote at the Scheme Meeting	7.00pm Tuesday 26 September 2017
Scheme Meeting for approval of the Scheme by Seymour Whyte Shareholders1	10.00am (Brisbane time) Thursday 28 September 2017
Second Court Hearing for approval of the Scheme by the Court	Tuesday 3 October 2017
Effective Date - Scheme Order lodged with ASIC, and last day of trading in Seymour Whyte Shares on the ASX (with Seymour Whyte Shares suspended from close of trading)	Thursday 5 October 2017
Scheme Dividends Record Date for determining entitlement to receive payment of the Scheme Dividends (if applicable)2	7.00pm Monday 9 October 2017
Scheme Dividends Payment Date - payment of the Scheme Dividends to Scheme Dividends Shareholders (if applicable)3	Friday 13 October 2017
Scheme Record Date for determining entitlement to receive payment of the Scheme Consideration	7.00pm Monday 16 October 2017
Implementation Date - payment of the Scheme Consideration to Scheme Shareholders, and transfer of Scheme Shares to VCA	Monday 23 October 2017

1 All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court. The actual timetable will depend on factors such as whether or not the Scheme Meeting is adjourned, the Court approval process and the satisfaction of the conditions to the Scheme. Seymour Whyte reserves the right to vary the times and dates set out above. Any changes to the above timetable (which may include an earlier or later date for the Second Court Hearing) will be announced on ASX and set out on the Seymour Whyte website (www.seymourwhyte.com.au).

2 The Board will determine, in its absolute discretion, whether or not to pay the Scheme Dividends after assessing the financial position of the Seymour Whyte Group at the time and the expected impact on creditors. If no Scheme Dividends are determined, there will be no Scheme Dividends Record Date and this date can be disregarded.

3 The Board will determine, in its absolute discretion, whether or not to pay the Scheme Dividends after assessing the financial position of the Seymour Whyte Group at the time and the expected impact on creditors. If no Scheme Dividends are determined, there will be no Scheme Dividend Payment Date (because no Scheme Dividends are being paid) and this date can be disregarded.

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