2012 Notice of Meeting

Boral Limited 2012 ABN 13 008 421 761 Annual General Meeting 17 September 2012 Dear Shareholder It is my pleasure to invite you to attend the 2012 Annual General Meeting of Boral Limited. The Meeting will be held in the City Recital Hall, Angel Place, Sydney on Thursday, 1 November 2012 at 10.30am. The plan opposite shows the location of the City Recital Hall. The Notice of Meeting which follows sets out the business to be dealt with at the Meeting. If you are able to attend the Meeting, please bring the enclosed Proxy Form with you to facilitate your registration. If you do not plan to attend the Meeting, you may wish to appoint a proxy to attend and vote on your behalf by completing and lodging the enclosed Proxy Form. Instructions on how to appoint a proxy and lodge the form are on the back of the form. Proxy Forms must be received by 10.30am on Tuesday, 30 October 2012 to be valid for the Meeting. The full AGM will be webcast live on the internet at location of AGM www.boral.com.au. The Chairman’s Address and the Chief Executive’s Address to the AGM will be placed on Boral’s website on the day of the Meeting. Yours sincerely BORAL Level 39, AMP Centre Dr Bob Every, AO 50 Bridge Street, Sydney Chairman GPO Box 910, Sydney NSW 2001 T (02) 9220 6300 F (02) 9233 6605 NOTICE OF MEETING Notice is given that the Annual General Item 5: Award of Rights to Mike Kane, Meeting of Shareholders of Boral Chief Executive Officer Designate Limited will be held in the City Recital To consider and, if thought fit, to pass the following resolution as an ordinary resolution: Hall, Angel Place, Sydney on Thursday, 1 November 2012 at 10.30am. “That approval is given for the award to Mike Kane, the Chief Executive Officer and Managing Director BUSINESS designate, of rights to fully paid ordinary shares in the Item 1: Financial Reports Company on the terms described in the explanatory To consider the financial reports, the Directors’ notes to this Notice of Meeting.” Report and the Auditor’s Report for the year ended 30 June 2012. Voting Exclusion Statement The Company will disregard any votes cast on Item 5: Item 2: Remuneration Report • by a Director (other than a Director who is not To adopt the Remuneration Report for the year eligible to participate in any of the Company’s ended 30 June 2012. employee incentive schemes) or an associate of such a Director, and Voting Exclusion Statement The Company will disregard any votes cast • as a proxy by a member of the KMP or a closely (in any capacity) on Item 2 by or on behalf of: related party of a member of the KMP, • a member of the key management personnel unless the vote is cast as proxy for a person who is of the Company (“KMP”) as disclosed in the entitled to vote, and: Remuneration Report, and • the vote is cast in accordance with a direction • a closely related party of those persons on the Proxy Form, or (such as close family members and any • the vote is cast by the Chairman of the Meeting companies the person controls), and the Chairman has received express authority unless the vote is cast as proxy for a person who to vote undirected proxies as the Chairman is entitled to vote, and: decides (see Note 4). • the vote is cast in accordance with a direction By order of the Board on the Proxy Form, or • in the absence of a direction on the Proxy Form, the vote is cast by the Chairman of the Meeting (see Note 4). Item 3: Election of Directors 3.1 To re-elect John Marlay as a Director. Margaret Taylor 3.2 To re-elect Catherine Brenner as a Director. Company Secretary Separate resolutions will be put to the Meeting Sydney in respect of each Director seeking re-election. 17 September 2012 Item 4: Proportional Takeover Approval Provisions To consider and, if thought fit, to pass the following resolution as a special resolution: “That the proportional takeover approval provisions currently contained in Schedule 5 of the Constitution of the Company be included as Schedule 5 in the Constitution of the Company for a further period of three years from the date of the Meeting convened by this Notice of Meeting.” 2 Boral Limited Annual General Meeting 2012 NOTES 7. A member of the Company who is a body corporate and who is entitled to attend and vote at the 1. The Board has determined that a person’s Annual General Meeting, or a proxy who is a body entitlement to vote at the Annual General corporate and is appointed by a member of the Meeting will be the entitlement of that person Company entitled to attend and vote at the Annual set out in the register of shareholders as at General Meeting, may appoint a person to act as 7.00pm (Australian Eastern Daylight Saving Time) their representative at the Annual General Meeting on 30 October 2012. Accordingly, transactions by providing that person with: registered after that time will be disregarded in determining which shareholders are entitled to (a) a letter or certificate, executed in accordance attend and vote at the Annual General Meeting. with the body corporate’s constitution or the Corporations Act 2001 (Cth), authorising the 2. A member entitled to attend and vote at the Annual person as a representative, or General Meeting has the right to appoint a proxy. The proxy of a member does not need to be a (b) a copy of the resolution, certified by a member of the Company. secretary or a director of the body corporate, appointing the person as a representative. 3. A member who is entitled to cast two or more votes may appoint two proxies and may specify the 8. If you wish to submit a question in writing to proportion or number of the member’s votes each the Chairman or the Auditor, please complete proxy is entitled to exercise. If the appointment the AGM Question Form that accompanies this does not specify the proportion or number of the Notice of Meeting. AGM Question Forms must member’s votes, each proxy may exercise one half be received at least five business days prior to of those votes. the Annual General Meeting (that is by Thursday, 25 October 2012) to allow time to collate questions 4. If a member appoints a KMP (which includes each and prepare answers. of the Directors) as proxy, the KMP will not be able to cast the member’s votes on Item 2 or Item 5 unless the member directs the KMP how to vote or the Chairman of the Meeting is the member’s proxy. If a member appoints the Chairman of the Meeting as their proxy or the Chairman of the Meeting is appointed as the member’s proxy by default, and the member does not mark a voting box for Item 2 or Item 5, then by signing and returning the Proxy Form the member will be expressly authorising the Chairman of the Meeting to exercise the proxy in respect of the relevant Item even though the Item is connected with the remuneration of the KMP. 5. The Chairman of the Meeting intends to vote all undirected proxies in favour of each item of business. 6. Details for completion and lodgment of proxies are on the reverse side of the Proxy Form. The Proxy Form must be received by the Company c/– Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000 or Locked Bag A14, Sydney South NSW 1235 at least 48 hours prior to the Annual General Meeting – that is, no later than 10.30am on Tuesday, 30 October 2012. The Proxy Form may be sent by fax to Link Market Services Limited on (02) 9287 0309 or lodged online: www.linkmarketservices.com.au (go to Proxy Voting and follow the prompts). 3 EXPLANATORY NOTES ITEM 3 – Election of Directors ITEM 1 – Financial Reports While no Directors are required to retire by rotation at While the Corporations Act 2001 (Cth) (“Act”) requires the 2012 Annual General Meeting (each of the Directors the financial reports, the Directors’ Report and the having been last elected at either the 2010 Annual General Auditor’s Report of the Company for the year to be laid Meeting or the 2011 Annual General Meeting), the ASX before the Annual General Meeting, neither the Act nor Listing Rules require an election of Directors to be held the Company’s Constitution requires shareholders to each year. In accordance with that requirement, and vote on, approve or adopt those reports. so as to provide for a more structured Board renewal programme for the future (in terms of the number of Shareholders will, however, have a reasonable Directors retiring by rotation each year), John Marlay and opportunity at the Annual General Meeting to ask Catherine Brenner, who were each re-elected at the 2010 questions on those reports. Shareholders will also have Annual General Meeting, offer themselves for re-election. a reasonable opportunity to ask the Auditor questions in relation to the conduct of the audit, the preparation and The Board has undertaken a review of the performance of content of the Auditor’s Report, the accounting policies each Director standing for re-election and the contribution adopted by the Company in relation to the preparation they have made to the Board and to Board Committees.

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