MACMAHON HOLDINGS LIMITED — Board/Management Information 2012

Nov 5, 2012

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6 November 2012

New CEO employment contract

Macmahon Holdings Ltd (ASX: MAH) today announced it had entered into a new employment contract with its Chief Executive Officer, Mr Ross Carroll.

Speaking in relation to the new CEO contract, Macmahon Chairman Ken Scott-Mackenzie said the Board was very pleased to confirm the details of Mr Carroll’s appointment following his appointment in September.

“Mr Carroll has a thorough knowledge of all aspects of Macmahon’s business and is well credentialed to lead the Company as we work to rebuild value for our shareholders,” Mr ScottMackenzie said.

“Key remuneration components have been negotiated in light of economic and market trends and the incentive arrangements will incorporate strong performance criteria.”

“For example, the previous CEO’s Total Fixed remuneration (TFR) was 19.2% higher than the package negotiated with Mr Carroll, and the package difference increases significantly when taking into account the changes in STI and LTI. Importantly, Mr Carroll’s package also includes a clawback provision under which a portion of any short term incentive or cash bonus amounts paid to Mr Carroll can be reclaimed by the Company at any time for up to two years in certain circumstances.”

The attached appendix contains an overview of the key details of Mr Carroll’s contract and remuneration package.

Additionally, Mr Carroll’s new salary will be affected by the 10 per cent reduction agreed with all Directors and members of the Executive Leadership Group for the remainder of the 2013 Financial Year. This reduction was agreed in light of current market conditions and forms part of a larger cost savings drive within the Company.

“The Board and Management team are committed to contributing to the cost saving measures being implemented across the business and wish to set an example,” Mr Scott-Mackenzie said.

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For further information, please contact:

Investors

Ken Scott-Mackenzie Chairman +61 8 9232 1200 Media Joeley Pettit-Scott Group Communications Advisor +61 467 775 376

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Appendix: Summary of the key terms and conditions of appointment

Term

The new contract is effective from 19 September 2012. The contract is ongoing and has no fixed term.

Remuneration

Total Fixed Remuneration

• $1,100,000 per annum inclusive of superannuation.

• A 10 per cent salary reduction will be applied, effective 1 November for the remainder of the 2013 Financial Year, reducing the TFR to $990,000 per annum during this period.

• To be reviewed annually, but not before January 2014.

Short Term Incentive

• Opportunity to earn a cash bonus in respect of each financial year of up to 125% of Fixed Remuneration, subject to performance hurdles and stretch targets.

• Up to 30% of the STI award may be claimed back by the Company at any time up to two years after it is paid in certain circumstances.

Long Term Incentive

• Subject to the following, the Board may, at its absolute discretion, invite the CEO to participate in the Macmahon Executive Equity Plan under which participants receive share performance rights which can be converted into fully paid shares subject to performance criteria being met and specified time restrictions. Any such invitation will be subject to shareholder approval.

• At the 2013 AGM, the Board intends to seek approval to grant 950,000 performance rights to the CEO, 40% of which will be eligible to vest after 30 June 2015, and 60% of which will be eligible to vest after 30 June 2016. The performance period for these performance rights will commence on 19 September 2012, the date of the CEO’s appointment. The Board may also seek approval to grant additional performance rights in relation to later periods.

Payments on termination

The contract can be terminated by either party with 6 months’ notice or by payment in lieu, except in certain circumstances where no notice period applies. A pro rata award of the Short Term and Long Term Incentive will be made if there is termination by the Company with notice (except where the termination is due to a substantial breach on the part of the Chief Executive Officer).

About Macmahon

Macmahon is a leading Australian contract mining and construction company with major projects throughout Australia, in New Zealand, Asia, Mongolia and Africa.

An ASX listed company, Macmahon has played a major role in the delivery of many of Australia’s largest multi-disciplinary mining and construction projects throughout its 49 year history.

Macmahon offers the full range of underground and surface mining services and comprehensive construction capabilities spanning transport, marine, water and resource infrastructure services.

With a commitment to providing end to end services, Macmahon’s reputation for outstanding teamwork, integrity and commitment to the environment is underpinned by the company’s core value - safety.

Visit www.macmahon.com.au for more information.

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