MACMAHON HOLDINGS LIMITED — AGM Information 2021

Sep 20, 2021

15 Hudswell Road Perth Airport WA 6105 Australia

PO Box 198 Cannington WA 6987 Australia

(+61) 08 9232 1000 info@macmahon.com.au macmahon.com.au

21 September 2021

THE REAL PROPERTY AND ALL STATES IN THE REAL PROPERTY.

2021 ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

Dear Shareholder,

I am pleased to invite you to attend the 2021 Annual General Meeting (AGM) of Macmahon Holdings Limited (Macmahon or the Company) which will be held as a virtual meeting (online only) on Friday, 22 October 2021 at 9:30am (AWST).

In light of the ongoing COVID-19 pandemic, the Board has decided that this year's AGM will be held as a virtual meeting (online only) to ensure all shareholders can participate in the AGM whilst maintaining their health and safety. There will not be a physical meeting. The Board believes that this decision is in the best interests of the Company's shareholders and employees, and has made it having regard to the overall health and safety of everyone who was expecting to attend the AGM.

The AGM will again be made accessible to shareholders via an online platform (called Lumi) which will include a facility for shareholders to ask questions in relation to the business of the meeting and to vote in real time at the meeting.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders. Instead, the Notice of Meeting can be viewed and downloaded from Macmahon's website at www.macmahon.com.au/en-au/investors.

Your participation in the meeting is important to us and the Directors encourage all shareholders to participate via the online platform. Whilst shareholders will be able to vote online during the meeting, shareholders are encouraged to lodge a proxy vote ahead of the meeting, even if they are participating online. If you are unable to participate online, you may still vote by lodging your proxy vote (in accordance with the instructions on the proxy form). A copy of your personalised proxy form is enclosed with this letter for your convenience.

As always, we invite shareholders to submit questions in advance of the meeting, Questions may be submitted by sending an email to the Company Secretary at cosec@macmahon.com.au.

How to participate in the AGM online

Shareholders can participate in the AGM online by accessing the Lumi platform through one of the following methods:

Smartphone, tablet or computer

Enter the following URL in the browser: https://web.lumiagm.com

To participate in the AGM online, please use the following details as and when prompted:

• 1. The meeting ID is: 371547403.
• 1. Your username is your SRN/HIN (which is printed on your proxy form).
• 1. Your password is your postcode registered on your holding if you are an Australian shareholder. Overseas shareholders should refer to the Online Meeting Guide (attached as Schedule 1 to the Notice of Meeting) for their password details.
• 1. Appointed proxies will need to receive their username and password by contacting Computershare on +61 3 9415 4024

The Company will also make available copies of both the Chair's and Managing Director's addresses on both the ASX website (at www.asx.com.au) and Macmahon's website (www.macmahon.com.au/enau/investors/asx-announcements) prior to the commencement of the meeting.

As would be the case when attending a meeting in person, shareholders will be able to view proceedings, ask questions and/or make comments and vote at the appropriate times whilst the meeting is in progress. All resolutions will be conducted by poll.

More information regarding participating in the AGM online, including browser requirements and how to vote, comment and ask questions during the meeting, is set out in the Notice of Meeting and the Online Meeting Guide attached at Schedule 1 to the Notice of Meeting.

We encourage you to read the Company's 2021 Annual Report prior to the meeting which can be located on the Company's website (www.macmahon.com.au/en-au/investors).

How to submit your vote in advance of the AGM

Proxy votes must be received by 9.30am (WST) on Wednesday, 20 October 2021 to be valid for the AGM. Instructions on how to appoint a proxy are contained in the Notice of Meeting, are set out in your personalised proxy form, and are also available online (at www.investorvote.com.au).

Further information

Further information in relation to the AGM is contained in the Notice of Meeting. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Computershare, on 1300 787 930 (within Australia) or +61 3 9415 4000 (Overseas).

Yours sincerely,

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Eva Skira Chair

Macmahon Holdings Limited ACN 007 634 406

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Macmahon Holdings Limited ("Macmahon" or the "Company") will be held as a virtual meeting (online only) on Friday, 22 October 2021 at 9:30 am (AWST).

IMPORTANT NOTICE REGARDING ATTENDANCE, COVID-19 AND THE VIRTUAL MEETING

In light of the global COVID-19 pandemic, the Company has decided to hold a virtual Meeting (online only) this year to ensure that all Shareholders can participate in the Meeting while maintaining their health and safety.

Shareholders will not be able to attend the Meeting in person and can only participate in the Meeting online by accessing the Lumi platform through one of the following methods:

Smartphone, tablet or computer

Enter the following URL in the browser: https://web.lumiagm.com

To participate in the Meeting online, please use the following details as and when prompted:

• 1. The meeting ID is: 371547403.
• 1. Your username is your SRN/HIN (which is printed on your Proxy Form).
• 1. Your password is your postcode registered on your holding if you are an Australian shareholder. Overseas shareholders should refer to the Online Meeting Guide (attached at Schedule 1) for their password details.
• 1. Appointed proxies will need to receive their username and password by contacting Computershare on +61 3 9415 4024.

Shareholders will not be able to attend the Meeting physically in order to cast their votes or to participate in the Meeting. Accordingly, the Company strongly encourages all Shareholders who wish to vote to do so by:

• 1. participating in the virtual Meeting and casting a vote online; or
• 1. completing and returning the Proxy Form.

As would be the case when attending a meeting in person, Shareholders will be able to view proceedings live, ask questions (or make comments) and vote at the appropriate times whilst the Meeting is in progress. All Resolutions will be conducted by poll.

More information regarding participating in the Meeting online, including browser requirements and how to vote, comment and ask questions during the Meeting, is set out in the Online Meeting Guide attached at Schedule 1.

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 Notice of Meeting is important and should be read in its entirety.

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

Financial Statements and Reports

To consider the financial report, the Directors' report and the Auditor's report for the year ended 30 June 2021.

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 2021) be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

To the extent required by section 250R of the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 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.

However, a person (the "voter") may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in (a) or (b) above and either:

• (c) the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on the Resolution; or
• (d) the voter is the chair of the meeting and the appointment of the chair as proxy (i) does not specify the way the proxy is to vote on the Resolution; and (ii) expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Resolution 2 – Election of Ms Denise McComish as a Director

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

"That Ms Denise McComish, who was appointed to the Board on 1 March 2021 and automatically retires from the office of Director in accordance with rule 3.6(a) of the Company's Constitution and, being eligible, offers herself for election, be elected as a Director."

Resolution 3 – Increase in the maximum aggregate annual remuneration of Non-Executive Directors

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

"That, for the purpose of ASX Listing Rule 10.17, rule 10.2 of the Company's Constitution and for all other purposes, the maximum aggregate amount of remuneration that may be paid to Non-Executive Directors for their services in any year be increased by \$200,000 from \$1,100,000 per annum to \$1,300,000 per annum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any Director of the Company or any of their associates. However, the Company need not disregard a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
• (ii) the holder votes of the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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

The Company has determined that persons who are registered holders of Shares at 4.00pm (AWST) on 20 October 2021 will be entitled to vote at the AGM.

Voting by Proxy

A Shareholder entitled to vote at the AGM may appoint a proxy. A proxy need not be a Shareholder.

A Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. The effect of these sections is that if proxies vote, they must cast all directed proxies as directed, and any directed proxies that are not voted will automatically default to the chair of the Meeting, who must vote the proxies as directed.

Lodgement of proxy documents

The following addresses are specified for the purposes of receipt of completed Proxy Forms and any authorities under which Proxy Forms are signed (or certified copies of those authorities):

• By Facsimile: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
• By Post: Computershare Investor Services Pty Limited, GPO Box 242 Melbourne VIC 3001
• Online: A proxy can be appointed electronically by visiting www.investorvote.com.au and following the instructions provided.

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

To be effective, a Proxy Form and the power of attorney (if any) under which the Proxy Form is signed (or a certified copy of the power of attorney) must be received by the Company at least 48 hours before the commencement of the Meeting (that is, by 9.30am (AWST) on Wednesday, 20 October 2021).

The Proxy Form provides further details on appointing proxies and lodging the Proxy Forms.

Bodies corporate

A body corporate may appoint an individual as its representative to exercise all or any of the powers the body may exercise (either as a shareholder or as a proxy) at a meeting of a company's shareholders in accordance with section 250D of the Corporations Act. 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 form of appointment, including any authority under which it is signed, must be received by Computershare Investor Services by no later than the commencement of the Meeting, unless it has previously been given to the Company.

Voting Prohibition by Proxies (Remuneration of key management personnel)

To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1 or 3 if the person is either a member of the Company's key management personnel or a closely related party of such a member and the appointment does not specify the way the proxy is to vote on those Resolutions. However, the proxy may vote if the proxy is the chair of the meeting and the appointment expressly authorises the chair of the meeting to exercise the proxy even if those Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel.

If the chair of the meeting is appointed as your proxy and you have not specified the way the chair of the meeting is to vote on Resolutions 1 or 3, by signing and returning the Proxy Form (including via an online facility), you are considered to have provided the chair of the meeting with an express authorisation for the chair of the meeting to vote the proxy in accordance with the chair of the meeting's intention, even though those Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel.

By order of the Board

Greg Gettingby Company Secretary 21 September 2021

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).

This Information Memorandum forms part of and 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 forms a part of), have the following meanings:

"AGM" or "Meeting"	The annual general meeting of the Company notified to Shareholders by this Notice of Meeting
"Annual Report"	The annual report for the Company for the year ended 30 June 2021
"ASX"	ASX Limited (ACN 008 624 691) and where the context requires, means the Australian Securities Exchange operated by ASX Limited
"ASX Listing Rules" or "Listing Rules"	The official Listing Rules of the ASX, as amended from time to time
"Board"	The board of Directors of the Company
"Company" or "Macmahon"	Macmahon Holdings Limited (ACN 007 634 406)
"Company's Constitution" or "Constitution"	The constitution of Macmahon
"Corporations Act"	The Corporations Act 2001 (Cth) as amended from time to time
"Director"	A director of the Company
"Information Memorandum"	The information memorandum which forms a part of the Notice of Meeting
"Non-Executive Director"	A non-executive director of the Company
"Notice of Meeting" or "Notice"	This notice of meeting incorporating the Information Memorandum
"Remuneration Report"	The remuneration report of the Company contained in the Directors' report for the year ended 30 June 2021
"Resolution"	A resolution contained in the Notice of Meeting to which this Information Memorandum relates
"Shareholder"	A person registered as the holder of Shares in the register of members of the Company
"Shares"	Fully paid ordinary shares in the Company

3. Annual Report

The Corporations Act and the Company's Constitution require that:

• the reports of the Directors and the Company's auditors; and
• the annual financial report, including the financial statements of the Company for the year ended 30 June 2021,

be laid before the AGM. Neither the Corporations Act nor the Constitution requires a vote of Shareholders on the reports or statements. However, at the AGM Shareholders will be given ample opportunity to raise questions or comments on the management of the Company.

A reasonable opportunity will also be given to members as a whole at the AGM to ask the Company's auditor questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

Questions may also be submitted by Shareholders in advance of the Meeting by sending an email to the Company Secretary at cosec@macmahon.com.au by 9.30am (AWST) on 21 October 2021. It may not be possible to respond to all questions asked at the Meeting or submitted in advance of the Meeting, but the Company will do its best to address your concerns.

4. Resolutions to be considered by Shareholders

Resolution 1 – Adoption of Remuneration Report

The Remuneration Report is set out on pages 56 to 71 of the Company's 2021 Annual Report.

Section 250R(2) of the Corporations Act requires that a resolution that the remuneration report be adopted be put to the vote at the Company's AGM. While the vote on this Resolution is advisory only and does not bind the Directors or the Company, the Board will take into consideration the outcome of this Resolution when assessing the remuneration policy for Non-Executive Directors and executives in the future.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of the votes cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution (spill resolution) that another meeting be held within 90 days at which all of the Company's Directors (not including the Managing Director) must stand for re-election.

At the Company's last AGM, the votes cast against the Remuneration Report represented less than 25% of the total votes cast. A spill resolution will therefore not be required at this AGM.

Key management personnel details of whose remuneration are included in the Remuneration Report, and their closely related parties, are prohibited from voting on Resolution 1, except in the circumstances described in the voting exclusion statement set out in the Notice.

A reasonable opportunity will be provided for Shareholders to ask questions about the Remuneration Report at the Meeting.

Directors' recommendation: The Board recommends that Shareholders vote in favour of the adoption of the Remuneration Report.

Resolution 2 – Election of Ms Denise McComish as a Director

Ms Denise McComish joined the Board as an Independent Non-Executive Director on 1 March 2021. As a new Director, and as recommended by the ASX Corporate Governance Council Corporate Governance Principles and Recommendations, the Company carried out background checks on Ms McComish prior to her appointment, none of which revealed any information of concern.

At the AGM, Ms McComish will automatically retire as a Director in accordance with rules 3.3(a) and 3.6(a) of the Company's Constitution and ASX Listing Rule 14.4 and, being eligible, offers herself for election as a Director.

Ms McComish has extensive financial, corporate, ESG and board experience across multiple sectors and is a highly experienced and credentialled accounting and audit professional. Ms McComish was a partner with KPMG for 30 years, specialising in audit and advisory services. Leadership positions held by Ms McComish during this period include as KPMG Australia Board member and National Mining Leader.

Ms McComish is a non-executive director of ASX-listed Webjet Limited and Gold Road Resources Limited, and not-for-profit organisations Beyond Blue and Chief Executive Women. Ms McComish has been a member of the Australian Takeovers Panel since 2013.

Ms McComish is a Fellow of Chartered Accountants Australia and New Zealand and a member of the Australian Institute of Company Directors and Chief Executive Women. In 2018, she was awarded an Honorary Doctorate in Business from Edith Cowan University.

Ms McComish is a member of the Board's Audit & Risk Committee and Nomination Committee. As at the date of this Notice, Ms McComish has been a Director for less than a year. The Board considers that Ms McComish's independence has not been impaired during her tenure and Ms McComish is therefore considered to be an independent Director.

Directors' recommendation: After reference to, amongst other things, the Company's board skills matrix, the past performance of Ms McComish and the current and future needs of the Company, the Board (with Ms McComish abstaining) is of the view that Ms McComish will continue to add considerable value to the Company due to her extensive experience in the financial and corporate sectors. Consequently, the Board (with Ms McComish abstaining) recommends that Shareholders vote in favour of Resolution 2.

Resolution 3 – Increase in the maximum aggregate annual remuneration of Non-Executive Directors

ASX Listing Rule 10.17 and the Company's Constitution require the maximum aggregate amount of Directors' fees payable to Non-Executive Directors for their services in any year to be determined by Shareholders in general meeting.

Under the Listing Rules, the term "directors' fees" includes all fees payable by the Company or any subsidiary to a Non-Executive Director for acting as a director of the Company or a subsidiary (including attending and participating in any board committee meetings) and includes superannuation contributions for the benefit of a Non-Executive Director and any fees which a Non-Executive Director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out-of-pocket expenses, genuine special exertion fees paid in accordance with the Constitution, or Shares issued to a Non-Executive Director with the approval of Shareholders under Listing Rule 10.11 or 10.14.

Shareholder approval is now sought to increase the maximum aggregate amount of directors' fees per annum that may be paid to Non-Executive Directors by \$200,000, being an increase from \$1,100,000 per annum to \$1,300,000 per annum.

The Board has reviewed the current maximum aggregate fee limit for Non-Executive Directors, which has remained unchanged at the current level of \$1,100,000 per annum since it was last increased following Shareholder approval at the Company's 2008 Annual General Meeting. Since then, there have been various changes to the Board, which now includes seven Non-Executive Directors. These are Ms Eva Skira (appointed September 2011), Mr Alexander Ramlie and Mr Arief Sidarto (appointed August 2017), Mr Vyril Vella (appointed June 2019), Mr Bruce Munro and Mr Hamish Tyrwhitt (appointed October 2019), and Ms Denise McComish (appointed March 2021).

Mr Vyril Vella has advised the Company that he wishes to retire as a Non-Executive Director prior to the Meeting. For this and other reasons, the Board therefore does not intend to fully utilise the entire increase in the maximum aggregate fee limit in the short term. Rather, the adjustment to the maximum aggregate fee limit is sought to:

• (a) create capacity to allow for the appointment of further Non-Executive Directors, as and when that is appropriate in the life cycle of the Company; and
• (b) ensure that the Company maintains the ability to pay Non-Executive Directors remuneration at levels commensurate with market rates and as necessary to attract and retain directors of the highest calibre.

The Directors are satisfied that the proposed increase in the maximum aggregate fee limit is appropriate for the reasons set out above.

Additional information regarding the remuneration paid to each Non-Executive Director for the financial year ended 30 June 2021, and the Company's approach to the remuneration of Non-Executive Directors, is set out in the Remuneration Report contained in the Company's 2021 Annual Report.

As required by Listing Rule 10.17, the Company advises that no securities have been issued to Non-Executive Directors with the approval of Shareholders under Listing Rules 10.11 or 10.14 at any time in the last 3 years.

A voting exclusion statement in respect of Resolution 3 is set out in the Notice.

Directors' recommendation: Given the interest of the Non-Executive Directors in this Resolution, the Board makes no recommendation in relation to Resolution 3.

SCHEDULE 1

ONLINE MEETING GUIDE

ONLINE MEETING GUIDE

GETTING STARTED

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION:

Meeting ID

Meeting ID as provided in the Notice of Meeting. Australian Residents

• Username (SRN or HIN) and

• Password

(postcode of your registered address).

Overseas Residents

Username (SRN or HIN) and

Password (three-character country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN.

A full list of country codes is provided at the end of this guide.

Appointed Proxies

To receive your unique username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

PARTICIPATING AT THE MEETING

1 To participate in the meeting, you will be required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

Enter Meeting ID
JOIN MEETING

To proceed into the meeting, you will need to 2 read and accept the Terms and Conditions.

To register as a securityholder, select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

Securityholder or Proxy Guest CANCEL CONTINUE SRN or HIN Postcode or Country Code LOG IN

Having trouble logging in...?


	Securityholder or Proxy
Guest

SRN or HIN
	Postcode or Country Code
	LOG IN

To register as a proxyholder, select 'Securityholder or Proxy' and you will need your username and password as provided by Computershare. In the 'SRN or HIN' field enter your username and in the

OR OR To register as a guest,

select 'Guest' and enter your name and email address.


First Name
Last Name
Email
CANCEL Having trouble logging in?	CONTINUE

Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

4

Select the MESSAGING icon to open the message module. Type your question in to the box then press the send arrow.

5

To view the webcast you must tap the broadcast arrow on your screen and press the play button. Click the arrow to switch between screens.

6

To ask a question tap on the question icon , type your question in the chat box at the top of the screen and select the send icon. Confirmation that your message has been received will appear.

To ask a question verbally follow the instructions on the home page of the virtual meeting platform.

123-456-789
VOTING HOME MESSAGING Messaging
Chair Ask a question	123-456-789
Moderator Type your question in the box above and then press the send arrow. Please include the number of the resolution at the beginning of your question. Questions may be moderated or amalgamated if there are multiple questions on the same topic	Poll Open You have voted on 2 of 2 items Resolution 1 For - Vote received CANCEL

When the Chair declares the poll open:

7

• A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, select one of the voting options. Your response will be highlighted

• To change your vote, simply select a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

	HOME			MESSAGING		VOTING
	Poll Open You have voted on 2 of 2 items
	Resolution 1 Adoption of Remuneration Report
	For - Vote received
For			Against		Abstain
	CANCEL
Resolution 2 Elect Mr Sam Smith as a director
	Against - Vote received
For			Against		Abstain
	CANCEL

Icon descriptions

Home page icon, displays meeting information.
Questions icon, used to ask questions.
Voting icon, used to vote. Only visible when the Chair opens the poll.
BROADCAST	The broadcast bar allows you to view and listen to the proceedings.

FOR ASSISTANCE

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the password field.

	ABW Aruba
	afg afghanistan
	AGO angola
AIA	ANGUILLA
ALA	ALAND ISLANDS
	ALBANIA
ALB
	AND Andorra
	ANT NETHERLANDS ANTILLES
	ARE UNITED ARAB EMIRATES
ARG	ARGENTINA
ARM	ARMENIA
	ASM AMERICAN SAMOA
	ATA ANTARCTICA
	ATF FRENCH SOUTHERN
	TERRITORIES
ATG	ANTIGUA AND BARBUDA
	AUS AUSTRALIA
	AUT AUSTRIA
	AZE Azerbaijan
BDI	BURUNDI
BEL.	BELGIUM BEN BENIN
	BFA BURKINA FASO
	BGD BANGLADESH
	BGR bulgaria
BHR	BAHRAIN
BHS	BAHAMAS
	BIH BOSNIA & HERZEGOVINA
	BLM ST BARTHELEMY
	BLR belarus
	BLZ BELIZE
BMU	BERMUDA
BOL	BOLIVIA
	BRA BRAZIL
	BRB barbados
	BRN BRUNEI DARUSSALAM
BTN	BHUTAN
BUR	BURMA
	BVT BOUVET ISLAND
	BWA BOTSWANA
	CAF CENTRAL AFRICAN
	REPUBLIC
CAN	CANADA
	CCK COCOS (KEELING) ISLANDS
	CHE SWITZERLAND
	CHL CHILE
	CHN CHINA
CIV	COTE D'IVOIRE
CMR	CAMEROON
	COD CONGO DEMOCRATIC
	REPUBLIC OF
	COG CONGO PEOPLES
	REPUBLIC OF
	COK COOK ISLANDS
	COL colombia
	COM COMOROS
CPV	CAPE VERDE
CRI	COSTA RICA
CUB	CUBA
	CXR CHRISTMAS ISLAND
	CYM CAYMAN ISLANDS
	CYP CYPRUS
	CZE CZECH REPUBLIC
DEU	GERMANY
DJI	DJIBOUTI
	DMA DOMINICA
	DNK DENMARK
	DOM DOMINICAN REPUBLIC
	DZA Algeria

ECU ECUADOR FGY FGYPT ERI FRITRFA ESH WESTERN SAHARA ESP SPAIN EST ESTONIA IOT BRITISH INDIAN OCEAN NRU NAURU IRL IRELAND IRN IRAN ISLAMIC IRQ IRAQ ISL ICELAND ISM BRITISH ISLES ISR ISRAEL ITA ITALY JAM JAMAICA JEY JERSEY JOR Jordan
JPN Japan KNA ST KITTS AND NEVIS
KNA ST KITTS AND NEVIS QAT QATAR
KOR KOREA REPUBLIC OF REU REUNION ICA STILICIA

LIE LIECHTENSTEIN LKA SRILANKA LSO LESOTHO LTU LITHUANIA LUX LUXEMBOURG LVA LATVIA MEX MEXICO
MHL MARSHALL ISLANDS
MKD MACEDONIA FORMER ERRITORY NOTEN SEARCE SERVE AND

TERRITORY NOTEN SEARCE SERVE AND

IRELAND OMN OMAN URY URUGUAY

IRAN ISLAMIC PAK PAKISTAN USA UNITED STATES OF

REPUBLIC OF PAN PANAMA AMERICA

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ICELAND PER PE PNG

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EPUBLIC OF AN VIT VANUAT

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KEN KENYA PSE PALESTINIAN TERRITORY WEM SAMOA

KEN CAMBODIA OCCUPIED YEM YEMEN

KIR KIRIBATI PYF QAT QATAR ROU ROMANIA EXECUTE ROU ROMANIA CONSUMERS AND RUSSIAN FEDERATION CARRIZAIRE

LAO LAO PDR RUS RUSSIAN FEDERATION ZAR ZAIRE

LBN LEBANON RWA RWANDA SAU SAUDI ARABIA KINGDOM OF ZWE ZIMBABWE

LBR LIBERIA SAU SAUDI ARABIA KINGDOM OF ZWE Z LBY LIBYAN ARAB JAMAHIRIYA SCG SERBIA AND MONTENEGRO SDN SUDAN

SEN SENEGAL
SGP singapore SGS STH GEORGIA & STH SANDWICH ISL SHN ST HELENA SJM SVALBARD & JAN MAYEN FUI FIJI

MAR ST MARTIN SLE SIERRA LEONION ISLANDS

MAR MOROCCO SLE SIERRA LEONIC

MAR MOROCCO SLE SIERRA LEONIC

MAR MOROCCO SLE SALVADOR

MAR MOROCCO SME SAN MARINO

MAR MAR MOROCCO SME SAN MARINO

FRA FRANCE MDG MADAGAS SLB SOLOMON ISLANDS FOR PAROCESLANDS MOVIMILIDIKS SRP SERBIA

CRACE DEAN MICRONESIA MEXICO STEP SACTOME AND PRINCIPE

CONFIGURATION MILL MANDS SUPERINT SAN CONTACT STEP SACTOMED PRINCIPE

CONFIGURATION MILL MAND MIGCON CONFIDENT SVIN SLOVENIA REPUBLIC OF
UGA UGANDA
UKR UKRAINE
UMI UNITED STATES MINOR (VATICAN CITY STATE) VGB BRITISH VIRGIN ISLANDS VIR US VIRGIN ISLANDS VNM VIFTNAM VUT VANUATU WLF WALLIS AND FUTUNA YMD YEMEN DEMOCRATIC YUG YUGOSI AVIA SOCIALIST FFD RFP ZAF SOUTH AFRICA

Need assistance?

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

Online: www.investorcentre.com/contact

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 9:30 AM (AWST) on Wednesday, 20 October 2021.

Proxy Form

*L000001*

How to Vote on Items of Business Lodge your Proxy Form:

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 or abstain as they choose (to the extent permitted by law). 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.

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

SRN/HIN: I9999999999 Control Number: 999999 PIN: 99999

XX

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Step 1

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.

I 9999999999 I ND

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf XX

I/We being a member/s of Macmahon Holdings Limited hereby appoint

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

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 virtually on Friday, 22 October 2021 at 9:30 AM (AWST) 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 Resolutions 1 and 3 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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 Resolutions 1 and 3 by marking the appropriate box in step 2.

Step 2	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	Against	Abstain
Resolution 1	Adoption of Remuneration Report
Resolution 2	Election of Ms Denise McComish as a Director
Resolution 3		Increase in the maximum aggregate annual remuneration of Non-Executive Directors

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Signature of Securityholder(s) Step 3			This section must be completed.
Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director & Sole Company Secretary Update your communication details Mobile Number	Director (Optional)	Email Address	Director/Company Secretary By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically	/ / Date
M A H	2 8 0	2 1 5 A