AUSTAL LIMITED — Capital/Financing Update 2012

Nov 21, 2012

Agenda

Page

Austal Capital Raising Presentation

22 November 2012

Andrew Bellamy, CEO Mike Atkinson, Interim CFO

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Not for distribution or release in the United States

Important notice and Disclaimer

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This presentation and any oral presentation accompanying it has been prepared by Austal Limited (“Austal” or “the Company”) in relation to a pro-rata non-renounceable entitlement offer (the “Entitlement Offer") of new shares in Austal ("New Shares"). Summary information

You should not act or refrain from acting in reliance on this presentation material. The information in this presentation is of a general nature and does not purport to be complete nor does it contain all of the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (“Corporations Act”). Further this overview of Austal does not purport to be all inclusive or to contain all information which recipients may require in order to make an informed assessment of Austal’s prospects. It should be read in conjunction with Austal’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au.

You should conduct your own investigation and perform your own analysis in order to satisfy yourself as to the accuracy and completeness of the information, statements and opinions contained in this presentation before making any investment decision.

Austal has appointed two underwriters to act as joint lead managers, bookrunners and underwriters (“Joint Lead Managers") to the Entitlement Offer. The Joint Lead Managers will receive fees for acting in this capacity. The Joint Lead Managers, their related bodies corporate and affiliates may agree to provide, or seek to provide, other financial services and products to parties involved in the Entitlement Offer, including Austal and its shareholders, and may receive fees in connection with any such provision. Neither the Joint Lead Managers, nor any of their advisers, nor the advisers of Austal, have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them.

None of the Joint Lead Managers, their related bodies corporate or affiliates, or their respective officers, agents or employees accept responsibility and to the maximum extent permitted by law each joint lead manager expressly disclaims all liability for any loss, claims, damages, costs or expenses arising out of, or in connection with, the information contained in this presentation.

Not a prospectus

This presentation is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investment Commission. It should not be considered as an offer or invitation to subscribe for or purchase any securities in Austal or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in Austal will be entered into on the basis of this presentation.

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any New Share in the United States, and may not be distributed or released in the United States. The New Shares to be offered and sold in the Entitlement Offer have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. Accordingly, the New Shares to be offered and sold in the Entitlement Offer may only be offered or sold to persons in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

Not financial product advice

This presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire Austal shares. It has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. Austal is not licensed to provide financial product advice in respect of Austal shares.

Cooling off rights do not apply to the acquisition of Austal shares.

U.S. investors should note that the pro-forma financial information included in this presentation does not purport to comply with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

Investors should be aware that certain financial data included in this presentation are “non-GAAP financial measures” under Regulation G of the U.S. Securities Exchange Act of 1934. These measures include EBITDA and EBIT. The disclosure of such non-GAAP financial measures in the manner included in the presentation may not be permissible in a registration statement under the U.S. Securities Act. These non-GAAP financial measures do not have a standardized meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although Austal believes these non-GAAP financial measures provide useful information to users in measuring the financial performance and condition of the business, investors are cautioned not to place undue reliance on any non-GAAP financial measures and ratios included in this presentation.

Past performance

Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Future performance

This presentation contains “forward-looking” statements or projections based on current expectations, including with respect to Austal’s results of operations, financial condition, business strategy, growth opportunities, including Austal’s ability to secure further contracts under our existing shipbuilding programs. Forward looking words such as, “expect”, “should”, “could ”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forwardlooking statements within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. These statements are not guarantees of future performance and are subject to risks and uncertainties.

Actual results may differ materially due to a range of variables, including but not limited to: the availability of US government funding due to budgetary or debt ceiling constraints; changes in customer priorities; additional costs, claims or schedule revisions; economic and financial market conditions in various countries and regions; customer demand and industry competition. Investors are urged to refer to the risk factors set out in this presentation under the heading "Risk factors and foreign selling restrictions". Actual results may also effect the capitalization changes on earnings per share; the allowability of costs under government cost accounting divestitures or joint ventures; the timing and availability of future impact of acquisitions; the timing and availability of future government awards; economic, business and regulatory conditions and other factors.

The forward looking statements only speak as at the date of this presentation and, other than as required by law and the Australian Listing Rules, Austal disclaims any duty to update forward looking statements to reflect new developments.

To the maximum extent permitted by applicable laws, Austal make no representation and can give no assurance, guarantee or warrant, express or implied, as to, and takes no responsibility and assumes no liability for, the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omission, from any information, statement or opinion contained in this presentation.

Investment risk

An investment in Austal shares is subject to investment and other known and unknown risks, some of which are beyond the control of Austal. Austal does not guarantee any particular rate of return or the performance of Austal. Persons should have regard to the risks outlined in this presentation.

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Executive summary

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• Austal is undertaking a 9 for 10 equity offering to raise up to approximately A$86mm at A$0.50 per share

• Conducted via an accelerated pro-rata non-renounceable entitlement offer (“Entitlement Offer”)

• Institutional component fully underwritten, representing proceeds to Austal of approximately A$61mm[1]

• Net proceeds from the Entitlement Offer will be used to reduce indebtedness and strengthen Austal’s balance sheet. Assuming minimum proceeds raised of A$61 million:

• Pro forma Net Debt / FY13 EBITDA reduced to 1.9x as at September 2012[2 ]

• Pro forma Gearing reduced to 26.7% as at September 2012[3 ]

• Concurrently, Austal has also received credit approved commitments from its lenders for new 3 year debt facilities, which, together with the Entitlement Offer, will provide significantly improved financial flexibility

• Austal’s strong outlook is backed by a record contracted order book of A$2.3bn[4] , securing revenues through to 2016

• Significant operational improvements being achieved with FY13 EBITDA and NPAT guidance in the range of between A$65-71mm[5] and A$23-26mm[5] , respectively[6 ]

• Represents growth of 91.8% and 121.9% over the pcp (at mid-point of guidance range)

• A group of shareholders comprising Directors and associates representing 37.6% of Austal’s shareholder register have stated they will not be subscribing for their entitlement – these shareholders have stated that they are fully supportive of the capital raising and remain committed to being long-term Austal shareholders

1 The Joint Lead Managers may also elect to underwrite some or all of the retail component by giving notice to Austal prior to the Retail Entitlement Offer opening

2 Based on net proceeds from the underwritten capital raise of A$61mm, less related fees and expenses of A$3.4mm. Includes A$35mm in excess Go-Zone Bond (GZB) proceeds which are proposed to be cancelled as part of this refinancing. FY13 EBITDA represents mid-point of guidance range and includes one-off pre-tax gain on sale of excess land of A$4.8mm. Assuming fully subscribed capital raise of up to A$86mm, less related fees and expenses of A$4.0mm, pro forma Net Debt / FY13 EBITDA of 1.6x as at September 2012

3 Net Debt / (Net Debt + Book Equity). Based on net proceeds from the underwritten capital raise of A$61mm, less related fees and expenses of A$3.4mm. Includes A$35mm in excess Go-Zone Bond (GZB) proceeds which are proposed to be cancelled as part of this refinancing

4 Order book as at September 2012

5 EBITDA includes one-off pre-tax gain on sale of excess land of A$4.8mm; NPAT includes one-off post-tax gain on sale of excess land of A$3.4mm

6 Austal’s FY13 guidance is not a forecast and there can be no assurance that Austal will achieve the results indicated. The guidance is based on a number of assumptions, including: contracted revenues, projected costs, the timing and quantum of revenues, foreign exchange rates and the realisation of stock vessels and is subject to a number of risks, including those described under “Risk Factors”. Investors are cautioned not to place undue reliance on the guidance 2 Not for distribution or release in the United States

Details of the Entitlement Offer

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Entitlement Offer structure and size	Entitlement Offer structure and size	►9 for 10 accelerated pro-rata non-renounceable entitlement offer to eligible shareholders to raise up to approximately A$86mm ▬Institutional component fully underwritten, representing proceeds to Austal of approximately A$61mm ►Approximately 171.6mm new Austal ordinary shares (“New Shares”) to be issued ►The Entitlement Offer is non-renounceable: shareholders will not receive any proceeds from the sale of entitlements not taken up
Offer price		►A$0.50 per New Share ▬35.4% discount to TERP1of A$0.77 ▬51.0% discount to Austal’s closing price on 15 November 2012
Institutional Entitlement Offer		►Fully underwritten, expected to raise approximately A$61mm ►Institutional entitlements not taken up by institutional shareholders and entitlements of ineligible institutional shareholders will be placed into the institutional shortfall book-build ►Entitlements not taken up by Directors and major shareholders representing 37.6% of Austal's issued capital will also participate in the institutional shortfall book-build
Retail Entitlement Offer ►Retail Entitlement Offer opens 30 November 2012 and closes 17 December 2012 ►Expected to raise approximately A$25mm ►The Retail Entitlement Offer will include a top up facility under which eligible retail shareholders who take up their full entitlement will be invited to apply for additional New Shares in the event of a shortfall from the retail component
Use of proceeds ►Reduce net indebtedness and strengthen Austal’s balance sheet, with net proceeds of the Entitlement Offer to be applied as follows: ▬A$23mm reduction in working capital facilities ▬Up to A$59mm collateral support for Go-Zone Bonds letters of credit
►New Shares issued under the Entitlement Offer will rank equally in all respects with existing ordinary shares
	Ranking	►The Retail Entitlement Offer is open to eligible existing Austal shareholders with a registered address in Australia or New Zealand on the register as at 7:00pm(Sydneytime)on the Record Date of 27 November 2012

	►New Shares issued under the Entitlement Offer will rank equally in all respects with existing ordinary shares
Ranking	►The Retail Entitlement Offer is open to eligible existing Austal shareholders with a registered address in Australia or New Zealand on
	the register as at 7:00pm(Sydneytime)on the Record Date of 27 November 2012

1The Theoretical Ex-rights Price (“TERP”) is the theoretical price at which Austal shares should trade after the ex-date for the Entitlement Offer. TERP is calculated by reference to Austal’s closing price on 15 November 2012 of A$1.02, being the last trading day prior to the announcement of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Austal shares trade immediately following the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP

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Indicative offer timetable

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	Indicative offer timetable
	EVENT	DATE
	Announcement of Entitlement Offer	Thursday, 22 November 2012
	Institutional Entitlement Offer opens	Thursday, 22 November 2012
	Institutional Entitlement Offer and Institutional Shortfall Bookbuild closes (Australia, NZ & Asia)	5.00pm Thursday, 22 November 2012
	Institutional Entitlement Offer and Institutional Shortfall Bookbuild closes (other eligible jurisdictions)	7.00am Friday, 23 November 2012
	Shares recommence trading on ASX on ex-entitlement basis	Friday, 23 November 2012
	Record date for Entitlement Offer eligibility (7.00pm Sydney time)	Tuesday, 27 November 2012
	Retail Entitlement Offer opens	Friday, 30 November 2012
	Retail Offer Booklet despatched to Eligible Retail Shareholders	Friday, 30 November 2012
	Settlement of Institutional Offer	Tuesday, 4 December 2012
	Allotment and normal trading of New Shares issued under the Institutional Entitlement Offer	Wednesday, 5 December 2012
	Retail Entitlement Offer closes (5.00pm Sydney time)	Monday, 17 December 2012
	Settlement of Retail Entitlement Offer	Thursday, 27 December 2012
	Allotment of New Shares issued under the Retail Entitlement Offer	Friday, 28 December 2012
	Trading of New Shares issued under Retail Entitlement Offer (10:00am Sydney time)	Monday, 31 December 2012

All dates are indicative and subject to change. Austal and the Joint Lead Managers reserve the right to withdraw or vary the timetable without notice

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K investment hi hli hts ey g g

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• 1 ► 25 year track record, with approximately 220 vessels delivered globally

• Global market ► Technology leadership, with strong IP portfolio – unique integrated in-house design, engineering and build capability

• leader ► Worldwide network of strategically located shipyards and service facilities supported by approximately 3,900 employees

• 2 ► Leadership in design, construction and support of high performance aluminium vessels for the commercial market – including

• Diversified global trimaran, catamaran and monohull ships customer base ► Global defence prime contractor, with substantial capability and track record in recent years as one of the fastest growing contractors in the defence industry

• 3 ► Current record order book of A$2.3bn[1] – across defence and commercial markets – with strong counterparties, including U.S. Navy ▬

• Record order book Provides four years of revenue visibility ► Further ships worth in excess of US$2.2bn[1] expected to be contracted under existing Austal awards[2 ]

• 4 ► Established and growing service offering in place, supported through Austal’s global facility network

• Growth ► Through life support opportunity in defence for contracted ship build programs is a substantial long-term growth opportunity –

• opportunity would add attractive annuity style recurring income stream with limited capital investment required

• in service ► Uniquely positioned to benefit from the U.S. Navy’s forward deployment strategy

• 5 ► FY13 EBITDA and NPAT guidance in the range of between A$65-71mm[3] and A$23-26mm[3] ,respectively[4] , represents year-on-year

• Substantial growth of 91.8% and 121.9% respectively (at mid-point of guidance range)

• earnings growth in ► Underpinned by contracted order book, profitability improvement initiatives across the business and the benefits of the recently

• FY13 established Philippines Shipyard Operations

• 6 Experienced and ► Significant commercial and shipbuilding experience capable ► Continue to add strong capability – e.g. new Chairman of Austal USA

• management team ► Strong internal development programs, robust succession planning and focus on program delivery

• 1 Order book as at September 2012

2 Contracting of vessels awarded is not guaranteed and is subject to a number of risks, including those described under “Risk Factors”

3 EBITDA includes one-off pre-tax gain on sale of excess land of A$4.8mm; NPAT includes one-off post-tax gain on sale of excess land of A$3.4mm

4 Austal’s FY13 guidance is not a forecast and there can be no assurance that Austal will achieve the results indicated. The guidance is based on a number of assumptions, including: contracted revenues, projected costs, the timing and quantum of revenues, foreign exchange rates and the realisation of stock vessels and is subject to a number of risks, including those described under “Risk Factors”. Investors are cautioned not to place undue reliance on the guidance

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A lobal leader in aluminium shi ildin g pbu g

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• Established: 1988

• Listed on the ASX : 1998 (ASX: ASB)

• Headquartered: Henderson, WA

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Ships Systems Support

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• 25 year history; approximately 220 ships successfully delivered

• Unique, integrated design, engineering and build capability

• Expertise across defence and commercial

• Network of 3 world class shipbuilding facilities

• c.A$2.2bn[1] contracted order book, providing four year revenue visibility

• Current programs include:

• Joint High Speed Vessel (“JHSV”) program – US Government: 10 ship award; 9 contracted

• Specialised capability in integration, maintenance and command and control systems

• Supports defence and commercial markets

• Key capabilities include:

• Advanced system integration

• System support and maintenance

• Proprietary command and control technology

• Network of 10 regional centres globally

• Tailored service offering to match customer requirements

• Key capabilities include:

  • Vessel and fleet maintenance

  • Refit and repair

  • Ship management

  • Training

  • Consultancy

• Supporting both defence and commercial customers

• Littoral Combat Ship (“LCS”) program – US Government: 10 ship award; 4 contracted (plus a further two ships with partner General Dynamics)

• Cape Class Patrol Boat program – Australian Customs: 8 ships

1 Order book as at September 2012

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World class network of shi ards and su ort facilities py pp

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Balamban, Philippines
Established: 2011
Employees: ~225
Primary market: Commercial
Capital invested: c.A$20mm
Contracted order book: c.A$50mm [1]
Key customer: Export markets
UK
Washington Spain
Mobile
United Arab Emirates
Oman
Trinidad and Tobago Philippines
Mobile, Alabama, USA Perth, Australia
Darwin
Established: 1999 Established: 1988
Employees: ~3,200 Employees: ~450
Primary market: Defence Primary market: Defence Perth
Capital invested: c.A$400mm Capital invested: c.A$80mm
Contracted order book: c.A$2.0bn [1 ] Contracted order book: c.A$250mm [1 ]
Canberra
Key customer: U.S. Government Key customer: Australian Government
Global head-quarter Shipyards Service centres Offices
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Strategically located footprint provides access to key customers and flexible production costs – total invested capital in shipbuilding infrastructure of c.A$500mm

1 Order book as at September 2012

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Prime contractor on two key U.S. naval programs...

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Joint High Speed Vessel (“JHSV”)

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Outlook

• U.S. Budget Control Act (2011) not expected to affect Austal’s current U.S. contracted work of c.A$2.0bn[1] and therefore pressure on U.S. defence budget is not expected to affect near term outlook

• Both JHSV and LCS programs essential for littoral (inshore) missions

  • U.S. Navy committed to maintain c.300 naval fleet

• Date awarded: November 2008

• Number of vessels contracted to date: 9 (out of initial 10 vessel award)

• Delivery schedule – under award: Through to 2017

• First ship expected to be delivered in November 2012

Littoral Combat Ship (“LCS”)

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• Date awarded: December 2010

• Number of vessels contracted to date: 2 by partner General Dynamics (1 delivered and 1 in production) and 4 by Austal (out of a subsequent 10 vessel award to Austal)

• Next two contracts under existing award expected 1Q2013[2 ]

  • JHSV and LCS support this objective

• U.S. Navy has reaffirmed commitment to LCS program – LCS fleet size estimated at 50-60 vessels

  • “At the geo-strategic level, it’s all about the littorals”

    • General James F. Amos, Commandant of the Marine Corps, April 2012

• Strategic pivot to Asia in U.S. defence strategy is also supportive of Austal’s ship programs

• U.S. Navy continuing to develop through life support strategy for JHSV and LCS

• Austal believes it is well placed to secure significant roles in servicing both the JHSV and LCS programs

• Contracted delivery schedule: Through to 2017

Further contract awards for the JHSV and LCS programs, together with long-term through life support, represent significant potential growth opportunities for Austal

• 1 Order book as at September 2012

2 Contracting of vessels awarded is not guaranteed and is subject to a number of risks, including those described under “Risk Factors”

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...with si nificant u side and ex ort otential g p p p

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Value: US$1.6bn
Numbers of vessels
► Initial 10 ship award – value: US$1.6bn
1 10
9 ► 9 currently contracted; next contract expected
1Q2013 [1 ]
► First vessel is expected be delivered in
November 2012
► Balance expected to be delivered through 2017
► Highly versatile platform; expected to remain part
of Navy’s long-term planning
► Potential export opportunities with U.S. friendly
Contracted Awarded - to be Contracted and nations
1
contracted awarded
Value: US$5.0bn
Numbers of vessels
6 12 ► Initial 10 ship award to Austal (plus two with
partner General Dynamics) – value: US$5.0bn
2
► 4 ships currently contracted (plus two with GD)
10
► Next contracts for two ships from existing award
6
expected 1Q2013 [1 ]
2 ► LCS 2 complete; LCS 4 launched
4 ► Balance of controlled vessels expected to be
delivered through 2017
► LCS fleet size estimated at 50-60 vessels
Contracted Awarded - to be Contracted and
contracted1 awarded ► Navy expected to continue dual-sourcing model
► Potential military export opportunities with U.S.
JHSV
LCS
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• Navy expected to continue dual-sourcing model

• ► Potential military export opportunities with U.S. friendly nations

Represents LCS ships built with General Dynamics as the prime contractor

• 1 Contracting of vessels awarded is not guaranteed and is subject to a number of risks, including those described under “Risk Factors”

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Austal secured the A$330mm Cape Class contract in 2011

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Overview

Services & Systems

• In August 2011, Austal was awarded the contract for the design, construction and through life support of 8 new Cape Class Patrol Boats for the Australian Customs and Border Protection Service

• Contract value = A$330mm

• Design and construction = A$280mm

• In-Service Support = A$50mm

• The Cape Class Patrol Boats are being built at the Henderson Shipyard Operations, Western Australia

• All 8 vessels are due to be delivered between March 2013 and August 2015

• Commencement of the first Cape Class Patrol Boats and associated design work took place in FY12

• Keel laying for 1[st] of 8 in June 2012

• Cape Class Patrol Boat contract expected to underwrite activity at Henderson Shipyard Operations until 2015

• Secured initial 5 year maintenance contract for the Cape Class Patrol Boat program of A$50mm. Two options for Australian Customs for two further terms of 5 years each are included in the contract

• Strategic focus on the development of the Orion command and control system will provide a further source of future growth with the system to be deployed on the first Cape Class Patrol Boat

Cape Class Patrol Boat

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Existing ship awards and contract wins have delivered a record order book for Austal

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Order book (A$mm)

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c.2,250 c.4,590
2,342
Other
1,870
Customs
1,490
1,200 JHSV
923
777
LCS
Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Sep-12 Awarded, not yet Total contracted
contracted 1 and awarded
Current contracted order book provides four-year revenue visibility and significant
further upside as awarded vessels are contracted [1 ]
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1 Contracting of vessels awarded is not guaranteed and is subject to a number of risks, including those described under “Risk Factors”

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Service represents a significant long-term opportunity for Austal

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• Installed value of currently contracted and awarded U.S. naval ships expected to be in the order of c.A$6.5bn once completed

• Annual maintenance / support expense in order of 10% of installed value, per ship per year, based on precedent experience

• Provides significant recurring revenue opportunity post delivery

• JHSV and LCS ships have been designed for a 20 to 30 year service life

• Austal’s proprietary IP and global footprint position the company to win a material share of through life support

• U.S. Navy’s forward deployment model for LCS will also drive size of the through life support opportunity for Austal

• Would not require any significant capex investment to deliver – unique “asset light” model in place to execute

• Through life support contracts for both ship build programs will begin to be awarded in FY13, with Austal actively pursuing these service opportunities

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Profitability improvement initiatives being successfull im lemented y p

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	►First in class issues associated with JHSV have been addressed
	►Learnings being applied, with positive effect
Austal USA	►Revenue and EBIT in 2HFY12 vs 1HFY12 up 49% and 136%, respectively ►Labour cost per vessel continues to decline
	►Major infrastructure investments have now been completed
	►Expected JHSV and LCS contracts in 2HFY13 are expected to deliver a further increase in backlog
	►Strategically repositioned as defence focused facility
	►Underpinned by recent Cape Class Patrol Boat contract award by Australian customs for 8 vessels through
Henderson	2015, as well as through life support
Shipyard	►Significant rationalisation has been executed
Operations	▬ Reduced manufacturing footprint, released surplus assets
	▬ Substantial workforce reduction
	►Continuing to evaluate options for the two stock boats
	►Enables Austal to cost competitively serve global commercial market (eg. windfarm support vessels)
	►Substantial cost advantage versus Henderson Shipyard Operations and most competitors globally, with access
Philippine Shipyard Operations	to pool of proven skilled labour ►Minimal further capital injection to establish required infrastructure, which will be completed in FY13 ►Order book starting to fill – currently full through calendar year 2013
	►Employee ramp up to 225 achieved as planned; further increase in employees planned to increase capacity
	►Leveraged to recovery in global commercial market

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Debt refinancing

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• ►Concurrently with the Offer, Austal has received credit approved commitments from its lenders for new three-year syndicated term facilities

• ►The new facilities replace Austal’s existing short-term (18 month) banking arrangements and ensure the company has no material near-term refinancing requirements

►Core syndicated facilities

• A$50mm revolving credit facility – for general corporate purposes, including construction funding

• A$125mm performance bonding and guarantee facilities – to support ongoing tendering and shipbuilding operations

• US$30mm amortising asset financing facility – equipment financing for Mobile shipyard

• US$225mm Stand-By Letter of Credit (“SBLC”) facility – providing credit support for Austal’s Go-Zone Bonds

• ►The Go-Zone Bonds are securities issued by U.S. Government Agencies, with funds provided to Austal on a 30-year term at a floating interest rate

• Credit support for the Go-Zone Bonds via the SBLC facility is provided by its Australian lenders

►The new syndicated facility includes a standard covenant package

• Gearing

• Net Debt/EBITDA

• EBITDA/net interest

►On a pro-forma basis, Austal is expected to remain comfortably within its covenants

• ►Following the Entitlement Offer, Austal is expected, at current base interest rates, to have an average annual interest expense of approximately 3.5 – 4.0%

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Sources and uses

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Overview

Illustrative Offer Proceeds and Uses (A$mm)

• Entitlement Offer of A$61mm up to A$86mm, with net proceeds of up to approximately A$82mm to be exclusively used to reduce net indebtedness

• A$23mm reduction in drawn working capital facilities

• Up to A$59mm collateral support for Go-Zone Bonds letters of credit

• The Go-Zone Bond facilities represent an attractive source of funding for Austal in a 30-year term and low funding costs

• There will be two changes in the A$217mm of Go-Zone Bonds as at 30 September

• Austal will permanently reduce approximately A$35mm of Go-Zone Bonds, using excess restricted cash in place prior to the Entitlement Offer

Sources		Uses
Underwritten institutional	61	Reduction in WC facilities	23
component
Retail component	25	Go-Zone Bonds letters of	591
		credit collateral
		Fees and expenses	42
Total	86	Total	86

[Note: assuming fully subscribed Entitlement Offer of up to A$86mm]

• To retain access to the Go-Zone Bonds (which are not available for redraw if repaid), up to A$59mm[1] from the Entitlement Offer will be applied to support the SBLC – this cash will not be available to Austal for corporate purposes

1 Assuming only the underwritten institutional component of A$61mm, would result in c.A$35mm being used for collateral support for Go-Zone Bonds letters of credit; 2 Includes debt and equity issuance fees

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Proceeds si nificantl stren hen Austal’s balance sheet g y gt

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Overview

• Post the capital raising, Austal’s financial position will be significantly strengthened assuming minimum proceeds raised of A$61mm

• Pro forma Gearing[1 ] reduced from 38.7% to 26.7%[2 ]

• Net Debt / EBITDA[3] reduced from 2.8x to 1.9x[2 ]

• No significant debt maturity prior to FY16

• Austal is committed to maintaining a conservative capital structure moving forward

• Targeting through the cycle leverage of 1.5-2.5x Net Debt/EBITDA

• On a pro-forma basis, Austal is expected to remain comfortably within its covenants

• Austal will benefit from significantly reduced capital expenditure requirements in FY13

• Mobile shipyard expansion largely complete

• Minimal further investment required in Philippine Shipyard Operations

• Potential sale or leasing of stock boats represent incremental potential sources of capital for Austal

Pro forma capitalisation

				Underwritten	Fully
	Capitalisation (A$mm) Cash	Jun-12A 51.8	Sep-12A 26.8	Amount Sep-12PF2 26.8	Subscribed Sep-12PF4 26.8
	Go-Zone Bonds cash collateralisation	0.0	0.0	34.6	59.0
	Restricted cash	52.9	48.6	13.6	13.6
	Total cash	104.8	75.4	75.0	99.4
	Go-Zone Bonds	219.4	217.3	182.3	182.3
	Other	46.0	45.8	22.8	22.8
	Gross debt	265.4	263.1	205.1	205.1
	Net Debt
	(incl. restricted cash)	160.7	187.7	130.1	105.7
	Shareholder’s equity Total capitalisation (incl. restricted cash)	277.0 437.7	297.3 485.0	356.5 486.6	380.8 486.4
	Net tangible assets	272.0	292.1	351.2	375.5
	Credit metrics
	Net Debt / FY13 EBITDA3 (incl. restricted cash)	2.4x	2.8x	1.9x	1.6x
	Gearing1(incl. restricted cash)	36.7%	38.7%	26.7%	21.7%

1 Net Debt / (Net Debt + Book equity)

2 Based on net proceeds from the underwritten capital raise of A$61mm, less related fees and expenses of A$3.4mm. Includes A$35mm in excess Go-Zone Bond (GZB) proceeds which are proposed to be cancelled as part of this refinancing 3 FY13 EBITDA represents mid-point of guidance range and includes one-off pre-tax gain on sale of excess land of A$4.8mm. Austal’s FY13 guidance is not a forecast and there can be no assurance that Austal will achieve the results indicated. The guidance is based on a number of assumptions, including: contracted revenues, projected costs, the timing and quantum of revenues, foreign exchange rates and the realisation of stock vessels and is subject to a number of risks, including those described under “Risk Factors”. Investors are cautioned not to place undue reliance on the guidance

4 Based on net proceeds assuming fully subscribed capital raise of up to A$86mm, less related fees and expenses of A$4.0mm and includes Go-Zone Bond retirement of A$35mm

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New committed bank facilities will extend Austal’s debt maturit rofile y p

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Pro forma debt maturity profile (A$mm unless otherwise stated)[1 ]

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----- Start of picture text -----

Equipment Line facility (US$mm) Hermes facility Revolving Credit facility Go-Zone Bonds facility2
182
50.0
14.3 8.8
16.3
3.8 5.0 5.0
FY13 FY14 FY15 FY16 FY17 FY41
----- End of picture text -----

1 Based on total facility size limit. Excludes Standby Letters of Credit, guarantees, bonding facilities and other off-balance sheet items

• 2 Pro forma for planned cancellation of A$35mm of excess GZB proceeds – Go-Zone Bonds facility is supported by a three year credit wrap by Austal’s lenders

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Group outlook

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• FY13 EBITDA and NPAT guidance in the range of A$A65-71mm[1] and A$23-26mm[1] respectively[2]

► Austal USA

• Successfully applying learnings from “first in class” issues with the JHSV program and seeing sustained improvement in margins

• Further contracts expected for JHSV10, LCS14 and LCS16 during 1Q2013[3 ]

• Expected to generate revenue in excess of US$700mm in FY13

► Henderson Shipyard Operations

• Focused on execution of Cape Class contract which underwrites operations through to FY15

• Strong potential pipeline of defence export opportunities developing

• Expected to operate at a break-even level in FY13

► Philippine Shipyard Operations

• Completing technology transfer and ramp-up of production

• Operations at close to full capacity currently and a number of forward opportunities pending

• Expected to operate profitably in FY13

• Continued growth in Systems and Support Divisions expected; uniquely positioned to benefit from the U.S. Navy’s forward deployment strategy

► With continued focus on growth through FY13 no dividends are expected to be declared

• 1 EBITDA includes one-off pre-tax gain on sale of excess land of A$4.8mm; NPAT includes one-off post-tax gain on sale of excess land of A$3.4mm

• 2 Austal’s FY13 guidance is not a forecast and there can be no assurance that Austal will achieve the results indicated. The guidance is based on a number of assumptions, including: contracted revenues, projected costs, the timing and quantum of revenues, foreign exchange rates and the realisation of stock vessels and is subject to a number of risks, including those described under “Risk Factors”. Investors are cautioned not to place undue reliance on the guidance

• 3 Contracting of vessels awarded is not guaranteed and is subject to a number of risks, including those described under “Risk Factors”

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Agenda

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Risk factors and foreign selling restrictions

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Risk Factors

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Contract nature of the business

• The ship manufacturing industry, by its nature, is dependent on large orders, the timing of which does not always ensure an even work flow. As for all participants in the ship manufacturing industry, the economic performance of the shipyards operated by Austal and Austal’s business may be materially affected by Austal’s success in securing significant contract awards.

• In addition, any change in the sale of one vessel can have a significant impact on the financial performance and cash flows of Austal.

• A majority of Austal’s major contracts are with governments and their instrumentalities. Under tender arrangements for government contracts, the relevant government generally “awards” a specified number of vessels to be constructed by the successful tenderer over a specified time under an overarching contract award. The awarded vessels are then “contracted” over time, via individual detailed contracts. There is no guarantee that awarded vessels will be converted into contracted vessels. The relevant government may seek to cancel the construction of vessels after they have been awarded or contracted. In those cases, Austal may seek a right of economic adjustment, though there is no guarantee that such an economic adjustment would be obtained or, if obtained, would fully compensate Austal. As a result Austal’s financial performance may be materially adversely affected.

• Contracts are generally negotiated on an individual basis, and typically contain terms for delivery dates and specifications. Failure to meet delivery dates or specifications may give rise to a capacity for the counterparty to terminate and financial liability under the contracts.

• Further, Austal usually operates on the basis of lump sum contracts. Where Austal enters into contracts for novel and innovative vessels, there is a risk of cost overruns associated with design, oversight and rework exceeding Austal’s expectations. For example, as previously disclosed, Austal encountered first in class issues in the design and construction of the first Joint High Speed Vessel. Austal has since undertaken internal and external reviews and the lessons learnt from the production of JHSV1 are being incorporated in future builds.

• Austal designs, develops and manufactures products and services applied by its customers in a variety of environments. Problems and delays in development or delivery of subcontractor components or services as a result of issues with respect to design, technology, licensing and patent rights, labour, learning curve assumptions or materials and components could prevent Austal from achieving contractual requirements.

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Risk Factors

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Large reliance on single customer - the U.S. Navy

• Almost 90% of Austal’s FY12A revenue was generated in the United States, derived from contracts with the U.S. Navy. Austal faces significant risk in earnings if the programs with the U.S. Navy are cancelled or scaled back or future projects from the U.S. Navy are not awarded to Austal.

• Austal has limited operational focus outside of the USA operations - the Henderson Shipyard and the Philippines Shipyard and its service and support business. These operations do not currently have a sufficient project pipeline to maintain Austal’s current and expected financial performance if the Austal USA business was to face adverse conditions. Accordingly, Austal shareholders face greater risk than shareholders in a company with more diverse and equally spread operational focus.

• In addition, as a U.S. Government contractor, Austal must comply with a variety of significant regulations. These regulations and requirements can increase Austal’s performance and compliance costs. If any such regulations or requirements change, Austal’s cost of complying with them could increase, leading to reduced margins. The impact of these potential regulatory changes on overall performance is heightened due to the reliance on the U.S. Navy as Austal’s major customer.

Exposure to U.S. government budgets and elections

• As a defence contractor, Austal’s financial performance is directly dependent on congressional allocation of defense monies to the U.S. Navy. The funding of the U.S. Government programs is subject to congressional budget authorization and appropriation processes. The U.S. Government’s 2012 Shipbuilding Plan uses, as a baseline, a 328-ship force, up from the former 313-ship force that was first proposed by the U.S. Navy to Congress in 2006. Of the 328-ship force, the 2012 Shipbuilding Plan currently anticipates procurement of 275 ships during the next 30 years. Austal cannot predict the extent to which total funding and/or funding for individual programs (such as the JHSV and the LCS) will be included, increased or reduced as part of the fiscal year 2013 budget and subsequent budgets ultimately approved by Congress or will be included in the scope of separate supplemental appropriations.

• Consequently Austal faces risks that could affect financial performance and cash flows owing to the result of the U.S. elections and budget outcomes which, in turn, can effect the future expenditure on U.S. Naval programs.

• U.S. defence spending may also be affected by “sequestration” under the Budget Control Act of 2011. The Budget Control Act contemplates the possibility of “sequestration”, being an additional $500 billion of defence spending cuts over the next 10 years if a means to reduce the US deficit is not identified by the end of calendar 2012. If sequestration were to occur there would be significant cuts to defence spending and Austal’s contracts with the U.S. Navy may be cancelled. As of the date of this presentation, it is not clear if or when sequestration may occur, and how cuts would be implemented. Funding reductions imposed by the sequester mechanism could have a material adverse impact on Austal’s financial performance.

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Risk Factors

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Reliance on success of LCS contract

• The LCS program with the U.S. Navy represents the majority of Austal’s current awarded work. Although no material issues with the LCS have been encountered to date (Austal has delivered the first LCS and anticipates delivering the second LCS in the second quarter of 2013), Austal is exposed to the risk that the LCS vessels may not perform to the required standard. If there are problems with the LCS, there is a risk that the rollout of the full program will be cancelled by the U.S. Navy. Given the importance of the LCS program to Austal’s operations the cancellation of the LCS program would have a material adverse impact on financial performance and cash flows.

Management of growth

• As discussed above, the focus of Austal’s operations is in the United States at its facility in Mobile, Alabama. In order to fulfil the U.S. Navy contracts, Austal’s operations and workforce in the United States have grown rapidly and further growth, to a workforce of 4,000 employees by the end of 2013, is targeted.

• As for any company experiencing rapid growth in its operations, there is a risk that Austal will not be able to implement and sustain its rapid growth in the U.S. In addition, to manage Austal’s anticipated growth effectively, Austal will need to expand, train and manage its employees. Austal may have difficulty in finding employees with sufficient management and supervisory experience to achieve this growth. Austal is developing a training and development program for its staff that is directed to expanding the management and leadership skills in its U.S. operations.

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Risk Factors

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Competition in the U.S. shipbuilding market

• The reduced level of shipbuilding activity by the U.S. Navy, evidenced by the reduction in fleet size from 566 ships in 1989 to 285 ships as of June 2011, has resulted in workforce reductions in the industry but with little infrastructure consolidation. Competition for future programs is expected to be intense. If there is no further consolidation of infrastructure and the demand for vessels remains at these lower levels, there is likely to be increased pressure on Austal’s margins and profitability.

Current challenging conditions of commercial shipbuilding markets

• The market for commercial shipbuilding has experienced difficult market conditions over the past few years. Overall global economic weakness and the strong A$ has contributed to lower demand for commercial ferries and other commercial vessels, evidenced by the lack of profitability of the Henderson shipyards for the last two years and the difficulty in finding a buyer for current stock vessels (such as the Oceanfast luxury yacht). Austal’s exposure to the market for commercial shipbuilding is limited to some extent given that Austal’s primary activities are supporting government defence and customs programs. In addition, Austal has established the Philippines Shipyard Operations as Austal’s centre for commercial shipbuilding to facilitate Austal competing effectively in pursuing commercial shipbuilding opportunities. Despite this, there is a risk that poor conditions in the market for commercial shipbuilding will prevail in the future leading to a negative effect on the financial performance and cash flows of Austal.

Liabilities for defective designs or construction

• The laws in some countries hold the shipbuilder liable for damages or losses to property and life arising from negligence in design or construction. Not every risk or liability can be protected against by insurance or making provision for warranty works, and, for insurable risks, the limits of coverage reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred.

• Additionally, disputes with insurers over coverage may affect the timing of cash flows, and, if these disputes lead to litigation, an outcome unfavorable to Austal may have a material adverse effect on Austal’s financial position, results of operation or cash flows.

• Austal is also exposed to potential legal and other claims or disputes in the course of its business, including contractual disputes and warranty claims. Austal takes legal advice in respect of such claims, and where relevant, makes provisions in its financial statements. Although Austal seeks to minimise the risk of such claims arising, and their impact if they do arise, such claims may arise from time to time and could adversely affect Austal’s business, results of operations or financial condition and performance.

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Risk Factors

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Stock vessels and large ferry contracts

• Austal has, on occasion, commenced the construction of a vessel without a firm order so as to maintain efficient utilization of its production facilities and labour force, and may do so in the future. All stock vessels are built to widely acceptable configuration to ensure they appeal to the widest possible group of prospective purchasers.

• The risks associated with this activity include the requirement for the Company to fund construction of the stock vessel, the prospect of not securing a purchaser on a timely basis or at a lower price than normally acceptable, or being forced to take an equity position in a ferry operation or arrange a charter in lieu of an outright sale.

Intellectual property risks

• Austal relies on proprietary technology, information, processes and know-how, some of which is protected by patents and other forms of intellectual property protection. Although Austal is not currently aware of any challenges to or infringements of its intellectual property rights, these may be subject to challenge, invalidation, misappropriation or circumvention by third parties. Austal seeks to protect intellectual property through trade secrets or confidentiality agreements with employees, consultants, subcontractors and other parties, as well as through other security measures. However, these agreements may not provide meaningful protection for any unpatented proprietary information.

• In the event that intellectual property rights are infringed, Austal may not have adequate legal remedies to maintain its rights in its intellectual property. Litigation in relation to any intellectual property disputes could be costly and be a diversion of management’s attention away from the core purpose of the business. In addition, trade secrets may otherwise become known or independently developed by competitors.

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Risk Factors

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Foreign exchange rate risks

• Austal is an Australian company that reports in Australian dollars. It derives revenue from business activities in Australia and foreign countries, including the Philippines and the U.S, where its costs may be incurred and revenue may be earned in a different currency. Movements in the exchange rate may therefore adversely or beneficially affect Austal’s operations and cash flows.

• Where Austal is materially exposed to fluctuations in foreign exchange rates, it attempts to offset this exposure through the use of appropriate financial instruments, such as hedging or forward rate contracts.

• There may be circumstances where Austal is unable to sufficiently minimise its exposure to foreign exchange rate movements where the cost of financial products is not commercially viable.

Natural disaster damage and disruptions factors

• Austal has operations located in regions around the world that have been and may be exposed to damaging storms, such as hurricanes, and environmental disasters, such as oil spills. Although preventative measures may help to mitigate damage, the damage and disruption resulting from natural and environmental disasters may be significant. Should insurance or other risk transfer mechanisms be unavailable or insufficient to recover all costs, Austal could experience a material adverse effect on our financial position, results of operations or cash flows.

Other risks

• There are a number of other risks that are relevant to the Austal business that have not been discussed in detail. In summary they include, but are not limited to stock market movements, national and international economic conditions, changes in taxation, government policy changes, and industrial relations.

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Foreign selling restrictions

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This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

European Economic Area - Germany, Luxembourg and Netherlands

• The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as amended and implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.

• An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

• to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;

• to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

• to any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2004/39/EC, "MiFID"); or

• to any person or entity who is recognised as an eligible counterparty in accordance with Article 24 of the MiFID.

France

• This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

• This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed (directly or indirectly) to the public in France.

• Such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2 ° and D.411-1 to D.411-3, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

• Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

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Foreign selling restrictions

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Guernsey

• The New Shares may only be offered or sold in or from within the Bailiwick of Guernsey either (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) (the “POI Law”); or (ii) to persons licensed under the POI Law, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc, (Bailiwick of Guernsey) Law, 2000.

Hong Kong

• WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

• No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

• The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

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Foreign selling restrictions

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Japan

• The New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Shares is conditional upon the execution of an agreement to that effect.

New Zealand

• This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).

• The New Shares in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

• Other than in the entitlement offer, New Shares may be offered and sold in New Zealand only to:

• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or

• persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

Norway

• This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.

• The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).

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Foreign selling restrictions

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Qatar

• By receiving this document, the person or entity to whom it has been issued understands, acknowledges and agrees that this document has not been approved, disapproved or passed on in any way by the Central Bank of Qatar, Qatar Exchange or any other authority in Qatar, nor has the entity conducting the placement in Qatar received authorisation or licensing from the Central Bank of Qatar, Qatar Exchange or any other authority in Qatar to market or sell the interests within Qatar. No services relating to the interests including the receipt of applications and/or the allotment or redemption of such interests have been or will be rendered within Qatar. Nothing contained in this document is intended to constitute Qatar investment, legal, tax, accounting or other professional advice. This document is for the information of prospective investors only and nothing in this memorandum is intended to endorse or recommend a particular course of action. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation.

• This document is being issued to a limited number of investors in Qatar and may not be further distributed, reproduced or provided to any person in Qatar other than the intended recipient and to any legal or financial advisor of the recipient for the purpose of advising the recipient about it.

Singapore

• This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

• This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

• Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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Foreign selling restrictions

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Switzerland

• The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.

• Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

• This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

• Neither this document nor the New Shares have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or any other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or any other governmental authority in the United Arab Emirates to market or sell the New Shares within the United Arab Emirates. No marketing of any financial products or services may be made from within the United Arab Emirates and no subscription to any financial products or services may be consummated within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the New Shares, including the receipt of applications and/or the allotment or redemption of New Shares, may be rendered within the United Arab Emirates by the Company.

• No offer or invitation to subscribe for New Shares is valid in, or permitted from any person in, the Dubai International Financial Centre.

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United Kingdom

• Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

• Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

• In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

United States

• This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares to be offered and sold in the Offer have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. Accordingly, the New Shares to be offered and sold in the Offer may only be offered or sold to persons in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

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Not for distribution or release in the United States