AUSTAL LIMITED — AGM Information 2008

Sep 16, 2008

AUSTAL LIMITED ACN 009 250 266

NOTICE OF ANNUAL GENERAL MEETING

AND

AGENDA

AND

EXPLANATORY MEMORANDUM

Date of Meeting: Tuesday 21 October 2008 Time of Meeting: 3.00 pm (WST) Place of Meeting: Fremantle Sailing Club, Marine Terrace, Fremantle Western Australia

This Notice of Annual General Meeting and accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Shareholders of Austal Limited will be held at the Fremantle Sailing Club, Marine Terrace, Fremantle, Western Australia on Tuesday 21 October 2008 at 3.00 pm (Western Standard Time) for the purpose of transacting the business referred to on the reverse of this Notice of Annual General Meeting.

AGENDA

1. Chairman’s Address – Mr John Rothwell

2. Directors’ report and financial statements

To receive the consolidated financial statements of the Company and its subsidiaries for the year ended 30 June 2008 together with the Directors’ declaration and report in relation to that financial year and the auditors’ report on those financial statements.

3. Resolution 1 – Election of Mr Michael Atkinson

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That Mr Michael Atkinson, who retires in accordance with Article 11.3 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

4. Resolution 2 – Election of Mr Dario Amara

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

“That Mr Dario Amara, who retires in accordance with Article 11.3 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

5. Resolution 3 – Remuneration Report

To consider and, if thought fit, to pass, the following as an advisory resolution :

“To approve the Remuneration Report for the year ended 30 June 2008.”

BY ORDER OF THE BOARD AUSTAL LIMITED

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John Rothwell Non Executive Chairman 10 September 2008

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AUSTAL LIMITED ACN 009 250 266

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of Austal Limited (" Austal " or " Company ") in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held at the Fremantle Sailing Club, Marine Terrace, Fremantle, Western Australia on Tuesday 21 October 2008 at 3.00 pm (Western Standard Time) .

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR

Mr Michael Atkinson is required to retire under the Director rotation provisions of Article 11.3 of the Company's Constitution. Mr Michael Atkinson, being eligible, has offered himself for re-election as a Director.

The remaining Directors recommend to Shareholders that Mr Atkinson be re-elected.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

Mr Dario Amara is required to retire under the Director rotation provisions of Article 11.3 of the Company's Constitution. Mr Dario Amara, being eligible, has offered himself for reelection as a Director.

The remaining Directors recommend to Shareholders that Mr Amara be re-elected.

3. RESOLUTION 3 – REMUNERATION REPORT

The Concise Report for the year ended 30 June 2008 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. A copy of the report is set out on pages 8 to 13 of the Concise Report and can also be found on the Company website at www.austal.com.

Pursuant to section 250R(3) of the Corporations Act 2001, the shareholder vote is advisory only and will not require the Company to alter any arrangements detailed in the Remuneration Report, should the resolution not be passed. Notwithstanding the legislative effect of this requirement, the Board has determined that it will take the outcome of the vote into consideration when considering the Company's remuneration policy.

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