AUSTAL LIMITED — Proxy Solicitation & Information Statement 2013

Sep 26, 2013

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AUSTAL LIMITED ACN 009 250 266

Lodge your vote:

 By Mail:

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Proxy Form

• Advanced Share Registry Limited PO Box 1156 Nedlands WA 6909

Alternatively you can fax your form to Facsimile: +61 (0) 8 9389 7871

For Online Votes www.advancedshare.com.au

For all enquiries call:

Telephone: +61 (0) 8 9389 8033 Email: admin@advancedshare.com.au

 Instructions

1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

4. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

5. To be effective, proxies must be delivered by shareholders as follows:

   • Shareholders must deliver their proxies by mail to PO Box 1156, Nedlands, 6909, Western Australia or by facsimile at +61 (0) 8 9389 7871 or deliver to the Share Registry of the Company at Unit 2, 150 Stirling Hwy, Nedlands, Western Australia, 6009. Proxies must have been received by 3pm on Wednesday 23 October 2013 in order to be counted, however the Company reserves the right to consider accepting proxies received after this time.

6. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 3.00pm on Wednesday 23 October 2013 will be entitled to attend and vote at the Meeting.

7. The Chairman intends to vote in favour of resolutions 1,2 and 4 in the Notice of Meeting, and against resolution 3 (if required).

8. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

9. This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.

10. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form 

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘x’) should advise your broker of any changes.

 Form of Proxy

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----- Start of picture text ----- STEP 1 Appoint a Proxy to Vote on Your Behalf----- End of picture text -----

Please mark  to indicate your directions

•  PLEASE NOTE: THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF AUSTAL LIMITED ACN 009 250 266 (THE "COMPANY") FOR USE AT THE MEETING OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD AT THE WA MARITIME MUSEUM, VICTORIA QUAY, FREMANTLE WA ON FRIDAY 25 OCTOBER 2013 AT 3PM OR ANY ADJOURNMENT THEREOF (THE "MEETING").

I/We being a member/s of Austal Limited hereby appoint

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the Chairman OR of the meeting

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 PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Meeting and at any adjournment of that meeting.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is appointed to represent __________% of my voting right and Proxy 2 is appointed to represent __________% of my total votes. My total voting right is __________ shares.

With respect to any amendment or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting, I/we confer discretionary authority on the person voting on behalf of me/us to vote as that person sees fit. At the time of printing this Form of Proxy, management knows of no such amendment, variation or other matter.

STEP 2 Items of Business

•  PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

Items of BusinessSTEP 2 y pon a show of hands or on a poll and your votes will not	, ybe counted in com	g y pyputing the required ma	jority on that item.
Ifyou wish to indicate howyourproxy is to vote, please tick the appropriateplaces below.	FOR	AGAINST	ABSTAIN
Resolution 1 – Re-election of Mr John Rothwell AO			
Resolution 2 – Adoption of Remuneration Report			
Resolution 3 – Board Spill Meeting Resolution (if required)			
Resolution 4 – Issue of shares to Mr Andrew Bellamy			

If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her discretion. However, the Chairman intends to vote FOR resolutions 1, 2 and 4 and AGAINST resolution 3, if it is required.

Where I/we have appointed the chairman as my/our proxy (or the chairman becomes my/our proxy by default), I/we expressly authorise the chairman to exercise my/our proxy on Resolutions 2 to 4 (except where I/we have indicated a different voting intention above) even though Resolutions 2 to 4 are connected directly or indirectly with the remuneration of a member of key management personnel of the Company, which includes the chairman

SIGN

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding)

/ /

Director/Company Secretary Director Date

Sole Director and Sole Secretary