MACMAHON HOLDINGS LIMITED — M&A Activity 2008

Sep 15, 2008

16 September 2008

The Manager Company Announcements Office ASX Limited Level 4 20 Bridge Street Sydney NSW 2000

JOINT ASX / MEDIA RELEASE

AUSDRILL SHAREHOLDERS SHOULD IGNORE MACMAHON’S INFLATED SHARE PRICE

Ausdrill shareholders would face significant uncertainty by accepting Macmahon’s takeover over, through which Macmahon is seeking to pass the substantial risk associated with its inflated share price to Ausdrill shareholders.

Ausdrill Chairman Terry O’Connor said Macmahon has claimed its offer was worth approximately $3 per Ausdrill share – but has not been prepared to offer cash for Ausdrill shares.

“The true value of the offer will be determined by Macmahon’s share price at the time Ausdrill shareholders wish to sell their Macmahon shares, and this value is highly uncertain,” Mr O’Connor said.

Ausdrill shareholders should note:

• The number of Macmahon shares that would be issued if Macmahon acquired 100% of Ausdrill is equivalent to approximately 6 months normal trading volume in Macmahon shares – this level of overhang would be likely to severely depress Macmahon’s share price at the time Ausdrill shareholders may want to sell.

• Macmahon’s share price has increased over 20% in the past four weeks, compared to a decline in the S&P/ASX200 of 3.3% - shareholders must question whether this increase is sustainable.

• o Macmahon shares are trading at a FY2008 P/E multiple of 20.4x – a premium of double the FY2008 P/E multiple of Ausdrill (10.2x)[1] .

• In volatile markets, the share prices of relatively high P/E multiple businesses are at risk of greater falls.

• Macmahon has an inferior earnings growth track record, profit margins and organic growth prospects relative to Ausdrill – this was recently demonstrated in Ausdrill’s Second Supplementary Target’s Statement and has not been refuted by Macmahon.

1 Based on closing share prices at 15 September 2008. Ausdrill’s reported NPAT excludes defence costs of $379,000

If Macmahon wanted to offer $3 in cash, it would need to conduct a large capital raising, which would likely occur at a substantial discount to its current $1.84 share price.

Rather than Macmahon shareholders bearing the cost of a large capital raising at a substantial discount, Macmahon is seeking to pass the risk of this discount to Ausdrill shareholders.

There are many examples of the value of scrip bids falling substantially after a bid becomes unconditional. For example, Premier Investments recently offered cash and scrip for Just Group. Prior to the announcement of the offer, Premier was trading on a FY2008 P/E of 17.1x[2] , compared to Just at 10.4x. In the six weeks since the offer became unconditional, the Premier share price has fallen 45.2%.

Mr O’Connor said Ausdrill shareholders should also note that no Capital Gains Tax rollover relief will be available. The capital gains tax payable will be calculated based on Macmahon’s share price on the date of acceptance of the offer, even if the share price falls substantially after that date.

Mr O’Connor said the Board of Ausdrill unanimously recommended that shareholders REJECT Macmahon’s revised and final offer.

For further information Visit: www.ausdrill.com.au

Or contact: Media inquiries: Purple Communications Caroline de Mori on 0418 919 064 Ryan McKinlay on 0408 347 282

2 Calculated based on Premier’s share price the day prior to the announcement of the offer and reported EPS for FY08