MACMAHON HOLDINGS LIMITED — M&A Activity 2008

Sep 7, 2008

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8 September 2008

The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

By Electronic Lodgement

Dear Sir

Macmahon Holdings Limited (Macmahon, ASX Code: MAH) – Extension of takeover offer for Ausdrill Limited (Ausdrill, ASX Code: ASL) to 29 September 2008

We attach a notice of variation of the takeover offer by Macmahon for fully paid ordinary shares in Ausdrill ( Ausdrill Shares ) dated 6 June 2008 ( Offer ).

A copy of the notice of variation was today lodged with the Australian Securities and Investments Commission and has been given to Ausdrill and will be sent to each person to whom an Offer was made.

We also attach a notice under section 630(2)(b) of the Corporations Act 2001 (Cth).

In accordance with Listing Rule 3.2, we advise that:

• (a) as at the date of the Offer, Macmahon and its associates did not have a relevant interest in any Ausdrill Shares; and

• (b) as at 8.00am (Perth time) on 8 September 2008, Macmahon and its associates had a relevant interest in 0.52% of Ausdrill Shares, comprising 902,249 Ausdrill Shares out of a total of 172,150,470 Ausdrill Shares currently on issue.

Yours faithfully

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Katina Gunellas Company Secretary

Macmahon Holdings Ltd ABN 93 007 634 406 Level 3 263 Adelaide Terrace Perth WA 6000 PO Box 198 Cannington WA 6987 Telephone: (08) 9365 1111 Facsimile: (08) 9365 1186 Web: www.macmahon.com.au Email: info@macmahon.com.au

MACMAHON HOLDINGS LIMITED

NOTICE OF VARIATION OF TAKEOVER OFFER FOR BID CLASS SECURITIES IN AUSDRILL LIMITED ACN 009 211 474

• TO: Australian Securities and Investments Commission ( ASIC ) Ausdrill Limited ACN 009 211 474 ( Ausdrill )

• Each person to whom offers were made under the takeover bid by Macmahon Holdings Limited

1. EXTENSION OF OFFER PERIOD

By this notice Macmahon Holdings Limited ACN 007 634 406 ( Macmahon ) VARIES its offers dated 6 June 2008 for all of the fully paid ordinary shares ( Shares ) in Ausdrill ( Offers ) by:

• (a) extending the period during which the Offers remain open for acceptance until 7.00pm Sydney time (5.00pm Perth time) on 29 September 2008; and

• (b) substituting the date "29 September 2008" for the date "18 July 2008", in section 2 of Appendix A to the bidder's statement dated 22 May 2008 issued by Macmahon ( Offer Terms ) and in all sections of the bidder's statement where the date "18 July 2008" appears.

2. DATE FOR GIVING NOTICE OF STATUS OF CONDITIONS

The new date in section 5.6 of the Offer Terms for giving notice under section 630(1) of the Corporations Act 2001 (Cth) of the status of the conditions in section 5.1 of the Offer Terms is 19 September 2008.

3.

RIGHTS TO WITHDRAW ACCEPTANCE

This variation will postpone the time by which Macmahon's obligations under the Offers must be satisfied for more than one month. As a result of this, each person to whom Macmahon has made an Offer and who has accepted the Offer has the right to withdraw their acceptance by giving notice to Macmahon within 1 month after the day on which the person receives this notice.

Any notice withdrawing an acceptance in accordance with section 650E of the Corporations Act 2001 (Cth) must:

• (a) if the Ausdrill Shares are in a CHESS Holding, be in the form of a Valid Originating Message that is transmitted to ASTC by the Controlling Participant for that CHESS Holding and which specifies the number of Ausdrill Shares to be released from the Offer Accepted Subposition; or

• (b) in any other case, be in writing.

If an acceptance is validly withdrawn, Macmahon must, before the end of 14 days after the day on which it is given the withdrawal notice:

• (a) return any documents that were sent to it by the Ausdrill shareholder with the acceptance; and

• (b) if the Ausdrill Shares are in a CHESS Holding, Transmit to ASTC a Valid Message that authorises the release of the relevant Ausdrill Shares from the Offer Accepted Subposition.

Unless the context requires otherwise, words defined in the ASTC Settlement Rules (being the operating rules of the settlement facility provided by ASX Settlement and Transfer Corporation Pty Limited) have the same meaning when used in this notice.

A copy of this notice was lodged with ASIC on 8 September 2008. ASIC takes no responsibility for the contents of the notice.

DATED 8 September 2008

SIGNED on behalf of Macmahon by Nicholas Ronald Bowen and John Clarence Massey being two directors of Macmahon who are authorised to so sign by a resolution passed at a meeting of the directors of Macmahon.

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Nicholas Ronald Bowen Director

John Clarence Massey Director

MACMAHON HOLDINGS LIMITED

NOTICE UNDER SECTION 630(2)(b) OF THE CORPORATIONS ACT 2001 (Cth)

TO: ASX Limited

Ausdrill Limited ACN 009 211 474 ( Ausdrill )

Macmahon Holdings Limited ACN 007 634 406 ( Macmahon ) GIVES NOTICE under section 630(2)(b) of the Corporations Act 2001 (Cth) that:

• (a) the new date for giving notice of the status of the conditions set out in section 5.1 of Appendix A to Macmahon's bidder's statement dated 22 May 2008 ( Bidder's Statement is 19 September 2008;

• (b) the offers dated 6 June 2008 ( Offers ) are free from the conditions described in section 5.1(b) (Foreign investment approval), section 5.1(f) (S&P/ASX 300 index) and section 5.1(g) (Change in control) of Appendix A to the Bidder's Statement;

• (c) so far as Macmahon knows, the remaining conditions set out in section 5.1 of Appendix A to the Bidder's Statement were not fulfilled as at the date of this notice.

DATED 8 September 2008

ON BEHALF OF Macmahon Holdings Limited

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Nicholas Ronald Bowen Director