MACMAHON HOLDINGS LIMITED — M&A Activity 2008

Aug 19, 2008

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20 August 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) – variation of takeover offer for Ausdrill Limited (Ausdrill, ASX Code: ASL) to improve consideration offered

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.

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 20 August 2008, Macmahon and its associates had a relevant interest in 0.37% of Ausdrill Shares, comprising 637,962 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

• TO: Australian Securities and Investments Commission ( ASIC ) Ausdrill Limited ABN 95 009 211 474 ( Ausdrill ) Each person to whom offers were made under the takeover bid by Macmahon Holdings Limited ABN 93 007 634 406 ( Macmahon ) for Ausdrill

VARIATION OF OFFER

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

• (a) increasing the number of securities offered under the Offers so that each Ausdrill shareholder who accepts an Offer will receive 1.65 Macmahon shares for each Ausdrill Share; and

• (b) substituting the number "1.45" with 1.65 in the Bidder's Statement:

  • (a) on the cover page;

  • (b) in section 1.1(c) of Appendix A to the Bidder's Statement; and

  • (c) in all other places in the Bidder's Statement where the number "1.45" appears in describing the number of Macmahon shares which will be received by an Ausdrill shareholder for each Ausdrill Share accepted into the Offer.

Unless the context requires otherwise, words defined in the Bidder's Statement have the same meaning when used in this notice.

A copy of this notice was lodged with the Australian Securities and Investments Commission ( ASIC ) on 20 August 2008. ASIC takes no responsibility for the contents of the notice.

DATED 20 August 2008

SIGNED on behalf of Macmahon Holdings Limited by Richard John Carter and John Clarence Massey being two directors of Macmahon Holdings Limited who are authorised to so sign by a resolution passed at a meeting of the directors of Macmahon Holdings Limited.

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Richard John Carter Director

John Clarence Massey Director