MACMAHON HOLDINGS LIMITED — Director's Dealing 2013

Dec 18, 2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name	of entity		MACMAHON HOLDINGS LIMITED
ABN	93	007	634 406

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Ross Anthony Carroll
Date of last notice	17 September 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct Interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	13 December 2013
No. of securities held prior to change	1,982,339 Ordinary Shares 4,232,527 Performance Rights under the Macmahon Executive EquityPlan.
Class	Performance Rights.
Number acquired	490,124 Class A CEO Performance Rights. 735,186 Class B CEO Performance Rights. 5,000,000 Class C CEO Performance Rights.
Number disposed	NIL
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	NIL

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	1,982,339 Ordinary Shares 4,232,527 Performance Rights under the Macmahon Executive Equity Plan. 490,124 Class A CEO Performance Rights. 735,186 Class B CEO Performance Rights. 5,000,000 Class C CEO Performance Rights.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The CEO Performance Rights are issued pursuant to the terms of Mr Carroll’s current employment contract effective 19 September 2012. The Performance Rights are issued for no monetary consideration and no funds have been raised from this issue. The issue of the Performance Rights has been approved by shareholders at the 2013 Annual General Meeting and accepted by Mr Carroll on 13 December 2013.
Direct or indirect interest	Indirect Interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Karen Diane Carroll – Ross Anthony Carroll is a related party of Mrs Carroll.
Date of change
No. of securities held prior to change	166,667 Ordinary Shares
Class	Ordinary Shares
Number acquired	NIL
Number disposed	NIL
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change	166,667 Ordinary Shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Direct or indirect interest	Indirect Interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Navigator Australia as nominee for the Carroll Family Superannuation Fund - Ross Anthony Carroll is a trustee and a beneficiary of the trust.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Date of change
No. of securities held prior to change	550,000 Ordinary Shares
Class	Ordinary Shares
Number acquired	NIL
Number disposed	NIL
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change	550,000 Ordinary Shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during N/A a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed N/A during this period? If prior written clearance was provided, N/A on what date was this provided?

• See chapter 19 for defined terms.

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