MACMAHON HOLDINGS LIMITED — Director's Dealing 2014

Nov 16, 2014

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	19 December 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 relevantinterest.
Date of change	17 November 2014
No. of securities held prior to change	1,982,339 Ordinary Shares.4,232,527 Performance Rights under the MacmahonExecutive Equity Plan.490,124 Class A CEO Performance Rights.735,186 Class B CEO Performance Rights.5,000,000 ClassC CEOPerformance Rights.
Class	Performance Rights.
Number acquired	9,500,000 Class D CEO Performance Rights.
Number disposed	NIL
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	NIL

• See chapter 19 for defined terms.

Appendix 3Y Page 1

01/11/2011

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 MacmahonExecutive Equity Plan.490,124 Class A CEO Performance Rights.735,186 Class B CEO Performance Rights.5,000,000 Class C CEO Performance Rights.9,500,000 Class D CEO Performance Rights.
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	The CEO Performance Rights are issued pursuant to theterms of Mr Carroll’s current employment contracteffective 19 September 2012.The Performance Rights are issued for no monetaryconsideration and no funds have been raised from thisissue.The issue of the Performance Rights has been approvedby shareholders at the 2014 Annual General Meeting andaccepted by Mr Carroll on 13 November 2014.
Direct or indirect interest	Indirect Interest
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Karen Diane Carroll – Ross Anthony Carroll is arelated 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/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation
No. of securities held after change	166,667 Ordinary Shares
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back
Direct or indirect interest	Indirect Interest

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/11/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Navigator Australia as nominee for the Carroll FamilySuperannuation Fund - Ross Anthony Carroll is atrustee and a beneficiary of the trust.
Date of change
No. of securities held prior to change	550,000 Ordinary Shares
Class	Ordinary Shares
Number acquired	NIL
Number disposed	NIL
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation
No. of securities held after change	550,000 Ordinary Shares
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities 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 whichinterest related prior to changeNote: Details are only required for a contract in relation to which theinterest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3

01/11/2011

Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details and an estimatedvaluation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities orcontracts detailed above traded duringa+closed period where prior written**clearance was required? **	N/A
If so, was prior written clearanceprovided to allow the trade to proceed**during this period? **	N/A
If prior written clearance was provided,on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/11/2011