The board (the “Board”) of directors (the “Directors”) of AusGroup Limited (the “Company”, and together with its subsidiaries, the “Group”) refers to its announcement to shareholders dated 29 March 2018 (“Previous Announcement”) relating to the entry into conditional subscription agreements (“Subscription Agreements” and each a “Subscription Agreement”) for the proposed placement of up to 750,000,000, 200,000,000 and 100,000,000 new ordinary shares (the “Subscription Shares”) in the capital of the Company to Asdew Acquisitions Pte. Ltd. (“Asdew”), Mr. Toh Bee Yong Bernard (“Mr. Bernard Toh”) and Mr. Poh Boon Kher Melvin (“Mr. Melvin Poh”), respectively (“Proposed Placement”), provided that the aggregate Subscription Shares allotted and issued to Asdew and its concert parties shall not exceed 29.9% of the enlarged issued and paid-up share capital of the Company immediately following the completion of the Proposed Placement and Rights Issue (as defined below) (“Enlarged Share Capital”).

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