MACMAHON HOLDINGS LIMITED — AGM Information 2012

Oct 4, 2012

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MACMAHON HOLDINGS LIMITED ACN 007 634 406

NOTICE OF ANNUAL GENERAL MEETING

FRIDAY, 9 NOVEMBER 2012 AT 9.30AM (WST)

at

Pan Pacific Perth (formerly the Sheraton Perth Hotel) 207 Adelaide Terrace, Perth, Western Australia

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Macmahon Holdings Limited will be held at the Pan Pacific Perth, 207 Adelaide Terrace, Perth, Western Australia on Friday, 9 November 2012 at 9.30am (WST).

Attached to, and forming part of this Notice of Meeting is an Information Memorandum that provides Shareholders with background information and further details on the Resolutions to understand the reasons for, and the effect of, the Resolutions, if approved.

This information is presented in accordance with the regulatory requirements of the Corporations Act and the ASX Listing Rules.

Terms which are defined in section 2 of the Information Memorandum and are used in this Notice of Meeting have the same meaning as in the Information Memorandum.

ORDINARY BUSINESS

DISCUSSION OF FINANCIAL STATEMENTS

To discuss the financial report, the Directors’ report and the auditor’s report for the year ended 30 June 2012.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report (which forms part of the Directors' report for the year ended 30 June 2012) be adopted”.

Note: Section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors.

Voting Prohibition Statement

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a closely related party of such a member.

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However, a person described above may cast a vote on Resolution 1 if:

• (c) both the following apply:

• i. the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and

• ii. the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above; or

• (d) all of the following apply:

• i. the person is the Chairman of the Meeting; and

• ii. the Chairman does so as a proxy appointed by writing that does not specify how the proxy is to vote on Resolution 1; and

• iii. the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

RESOLUTION 2 – RE-ELECTION OF KENNETH BRUCE SCOTT-MACKENZIE AS A DIRECTOR

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

“To re-elect Mr Kenneth Scott-Mackenzie, who retires from the office of Director by rotation in accordance with rule 3.6(c) of the Company’s Constitution, and being eligible, offers himself for re-election”.

RESOLUTION 3 – RE-ELECTION OF BARRY RAYMOND FORD AS A DIRECTOR

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

“To re-elect Mr Barry Ford, who retires from the office of Director by rotation in accordance with rule 3.6(c) of the Company’s Constitution, and being eligible, offers himself for re-election”.

OTHER BUSINESS

To transact any other business that may be brought forward in accordance with the Company’s Constitution or the law.

Determination of Shareholders’ Right to Vote

For the purposes of the AGM, Shares will be taken to be held by persons who are registered as members of the Company as at 5.00pm (WST) on 7 November 2012. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the AGM.

Appointment of Proxy

A Shareholder has the right to appoint a proxy who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. These sections mean that:

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• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

More detail on these sections is provided below.

Proxy vote if appointment specifies way to vote

Section 250BB provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

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• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (that is, as directed);

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (that is, as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (that is, as directed).

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Transfer of non-chair proxy to chair in certain circumstances

Section 250BC provides that, if:

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• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at the meeting;

• the appointed proxy is not the chair of the meeting;

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Proxies on Resolution 1 (Adoption of Remuneration Report)

If you appoint the Chairman of the Meeting as your proxy and you do not direct the Chairman as to how to vote on Resolution 1, the Chairman will vote in favour of Resolution 1 where the Chairman is authorised to do so, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

If you appoint any other member of key management personnel or any closely related party of a member of key management personnel (including a closely related party of the Chairman) as your proxy, you must direct that person how to vote on Resolution 1 if you want your Shares to be voted on that item of business.

If either of the above applies to you and you do not act in accordance with the above, your proxy will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1.

The completed proxy form enclosed with this Notice of Meeting (and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it) must be received by the Company at the address specified below by 9.30am (WST) Wednesday, 7 November 2012.

A proxy can be appointed electronically by visiting www.investorvote.com.au and following the instructions provided. A proxy can be appointed online if they are appointed under power of attorney or similar authority.

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting instructions.

For the purposes of section 249X(1A) of the Corporations Act, Shareholders are advised that the proxy appointed may be an individual or body corporate. A body corporate appointed as a Shareholder's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the AGM. The representative should bring to the AGM evidence of his or her appointment, including any authority under which the appointment is signed, unless it has been previously given to the Company.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments:

Share Registry : Computershare Investor Services Pty Ltd Level 2, 45 St George’s Terrace Perth WA 6000 Facsimile Number: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 Postal Address : GPO Box 242 MELBOURNE VIC 3001

Bodies corporate

In accordance with section 250D of the Corporations Act, a body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at a meeting of a company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the AGM evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

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NOTICE IS ALSO GIVEN that the Company’s 2012 Financial Report is now available at its website at www.macmahon.com.au

By order of the Board

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CHRIS BROWN Company Secretary 5 October 2012

INFORMATION MEMORANDUM

1. INTRODUCTION

This Information Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the AGM of Macmahon Holdings Limited (ACN 007 634 406) to be held at the Pan Pacific Perth hotel (formerly the Sheraton Perth Hotel), 207 Adelaide Terrace, Perth, Western Australia on Friday, 9 November 2012 at 9.30am (WST).

This Information Memorandum should be read in conjunction with the accompanying Notice of Meeting.

2. GLOSSARY

The following terms and abbreviations used in this Information Memorandum (and the Notice of Meeting to which it relates), have the following meanings:

The annual general meeting of the Company notified to Shareholders by this Notice of Meeting

"AGM" The annual general meeting of the Company notified to Shareholders by this Notice of Meeting “ASX” ASX Limited (ACN 008 624 691) “ASX Listing Rules” The Official Listing Rules of the ASX, as amended from time to time “Company” or Macmahon Holdings Limited (ACN 007 634 406) "Macmahon" “Company’s The constitution of Macmahon Constitution” or "Constitution" “Corporations Act” Corporations Act 2001 (Cth) as amended from time to time “Directors” or “Board” The directors of the Company in office at the date of the Notice of Meeting "Notice of Meeting" This notice of meeting incorporating the Information Memorandum “Resolution” A resolution contained in the Notice of Meeting to which this Information Memorandum relates “Shareholder” Person registered as the holder of Shares in the register of members of the Company

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3. SHAREHOLDER APPROVALS REQUIRED

RESOLUTION 1 – REMUNERATION REPORT

Section 300A of the Corporations Act requires the Directors to include in their report for a financial year, a Remuneration Report. Section 250R requires that the Remuneration Report be put to the vote at the Company’s AGM. The vote on the Resolution is advisory only and does not bind the Directors.

Recent changes to the Corporations Act state that, if a company's remuneration report receives a 'no' vote of 25 per cent or more at two consecutive annual general meetings, a resolution must then be put to shareholders at the second annual general meeting as to whether another meeting should be held (within 90 days) at which all directors (other than the managing director) who were in office at the date of approval of the applicable directors' report must stand for re-election. So, in summary, Shareholders will be entitled to vote in favour of holding a general meeting to re-elect the board if the Remuneration Report receives "2 strikes".

The Board recommends that Shareholders vote in favour of the adoption of the Remuneration Report. The Chairman intends to vote all undirected proxies in favour of this Resolution 1 where he is permitted to do so.

RESOLUTION 2 – RE-ELECTION OF KENNETH BRUCE SCOTT-MACKENZIE AS A DIRECTOR

Mr Ken Scott-Mackenzie joined the Board as a Non-executive Director in May 2009 and was appointed Chairman in November 2009. Mr Scott-Mackenzie retires at the AGM by rotation and, being eligible, offers himself for re-election as Director.

Mr Scott-Mackenzie has 40 years’ experience in the engineering, mining and construction sectors in both Australia and overseas. He has a Bachelor of Engineering (Mining) degree and is a solicitor of the Supreme Court of New South Wales. He is also a graduate and member of the Australian Institute of Company Directors.

Mr Scott-Mackenzie was the inaugural Chief Executive Officer of Bilfinger Berger Australia Pty Ltd for four years from 2005 to 2009, during which time he was the Vice President of the Australian Constructors Association. Prior to his appointment to Bilfinger Berger Australia, he held a number of positions at Abigroup Limited, including Chief Executive Officer from 2004 to 2005. During his time at Abigroup, Mr Scott-Mackenzie was responsible for the development of the company’s highly successful infrastructure division, and had primary responsibility for Abigroup’s involvement in the $560 million M2 Motorway, the $280 million Sydney SuperDome (Acer Arena) and the $2.3 billion WestLink M7 projects.

Mr Scott-Mackenzie is currently the Non-executive Chairman of Murchison Metals Ltd (appointed July 2011) and has been a Non-executive Director of that Company since May 2011. Mr Scott-Mackenzie is also a Non-executive Director of Adelaide Brighton Limited (appointed July 2010).

Mr Scott-Mackenzie is a member of both the Board’s Remuneration & Nomination Committee and Corporate Governance Committee.

The Board is of the view that Mr Scott-Mackenzie, as a result of his distinguished career in the engineering, mining and construction sectors in both Australia and overseas and his ongoing experience as a director, continues to add considerable value to the Board. Consequently, the Board recommends that Shareholders vote in favour of this Resolution. Mr Scott-Mackenzie does not make a recommendation in relation to Resolution 2 because he has an interest in the outcome of the Resolution.

RESOLUTION 3 – RE-ELECTION OF BARRY RAYMOND FORD AS A DIRECTOR

Mr Barry Ford joined the Board as a Non-executive Director in July 2006. Mr Ford retires at the AGM by rotation and, being eligible, offers himself for re-election as Director.

The majority of Mr Ford’s career was spent with the General Motors Corporation in both Australia and North America. He held various positions including Director of Financial Analysis and Planning for General Motors Overseas Operations in Detroit. In Australia, he was Treasurer and later Director of Finance and Strategic Planning for General Motors Holden Ltd. During the 1990’s, Mr Ford was Director of Finance and Chief Financial Officer of Goodman Fielder Limited, Chief Financial Officer of Southcorp Holdings and Finance Director of Pratt Industries Pty Ltd. Mr Ford has also held board positions with the National Heart Foundation (Vic) and the Australian Red Cross (NSW Division).

Mr Ford is currently the Chairman of Think Tank Group Pty Limited (appointed March 2006).

Mr Ford is currently the Chairman of the Board’s Corporate Governance Committee and a member of the Audit Committee.

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The Board is of the view that Mr Ford continues to add considerable value to the Board as a result of his financial experience. Consequently, the Board recommends that Shareholders vote in favour of this Resolution. Mr Ford does not make a recommendation in relation to Resolution 3 because he has an interest in the outcome of this Resolution.

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ABN: 93 007 634 406

Lodge your vote:

 Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 MAH MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 787 930 (outside Australia) +61 3 9415 4000

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 9:30am (WST) Wednesday 7 November 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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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 I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Macmahon Holdings Limited hereby appoint the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate 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 (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Macmahon Holdings Limited to be held at the Pan Pacific Perth, 207 Adelaide Terrace, Perth, Western Australia on Friday, 9 November 2012 at 9:30am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting 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 Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of Business Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Kenneth Bruce Scott-Mackenzie as a Director
Resolution	3	Re-election of Barry Raymond Ford as a Director

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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