MONADELPHOUS GROUP LIMITED — AGM Information 2009

Oct 18, 2009

Monadelphous Group Limited ACN 008 988 547 ("Company")

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at Bluewater Function Centre, 56 Duncraig Road, Applecross, Western Australia on Tuesday, 24 November 2009 at 10:00am (AWST)

AGENDA

Ordinary Business

1. Managing Director's Address

The Managing Director will address the meeting.

2. Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report for the year ended 30 June 2009, together with the Directors' Report and Auditor's Report for that period.

3. Resolution 1: Election of Director

To elect one Director: Mr Peter John Dempsey retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election.

4. Resolution 2: Adoption of Remuneration Report

To consider and adopt the Remuneration Report for the year ended 30 June 2009. The Remuneration Report is contained in the Directors' Report and sets out the policy for the remuneration of the directors and executives of the Company. Pursuant to the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

General Business

5. Other Business

Shareholders will be provided the opportunity to transact any other business which may we lawfully brought forward.

A proxy form has been enclosed and forms part of this Notice of Annual General Meeting.

By Order of the Board

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Philip Trueman Company Secretary

19 October 2009

916CR_0_Sample_Proxy/000001/000002/i

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of Monadelphous Group Limited (ACN 008 988 547) to be held at Bluewater Function Centre, 56 Duncraig Road, Applecross, Western Australia on Tuesday, 24 November 2009 at 10:00am (AWST).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

2. Glossary

The following terms and abbreviations used in this Explanatory Memorandum (and the Notice of Annual General Meeting to which it relates), have the following meanings:

"Company"	Monadelphous Group Limited
"Company's Constitution"	The Constitution of Monadelphous Group Limited approved at the
	Company's Annual General Meeting held on 20 November 2003
"Corporations Act"	Corporations Act 2001 (Cth) as amended from time to time
"Directors" or "Board"	The directors of the Company in office at the date of the Notice of
	Annual General Meeting
"Resolution"	A Resolution on the Notice of Annual General Meeting to which this
	Explanatory Memorandum relates
"Shares"	Fully paid ordinary shares in the Company
"Shareholder"	Person registered as the holder of Shares in the register of members
	of the Company

3. Financial Reporting

As required by section 317 of the Corporations Act, the Financial Report of the Company (including consolidated financial statements of the Company and its controlled entities), Directors' Report and Auditor's Report for the most recent financial year will be laid before the meeting. Shareholders will be provided with the opportunity to ask questions about the reports or about the Company and the consolidated entity generally but there will be no formal resolution put to the meeting. The Auditor will be available at the meeting to answer any questions in relation to the Auditor's Report or the conduct of the audit.

4. Shareholder Approvals Required

Resolution 1: Election of Director

Mr Peter John Dempsey retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election.

Mr Dempsey was appointed as Non-Executive Director of the Company on 30 May 2003. He is a Civil Engineer and Fellow of the Institution of Engineers Australia. Mr Dempsey has 37 years experience in the construction and engineering services industry. Mr Dempsey was last re-elected as a Director of the Company at the 2006 Annual General Meeting.

The Board (other than Mr Dempsey, who abstained) unanimously recommends that Shareholders vote in favour of Mr Dempsey's re-election.

Resolution 2: Adoption of Remuneration Report

Section 300A of the Corporations Act requires the Directors to include a Remuneration Report in their report for a financial year. Section 250R requires that the report be put to the vote at the Company's Annual General Meeting. In accordance with the Corporations Act, the vote on the Resolution is advisory only and does not bind the Directors. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board recommends that Shareholders vote in favour of the adoption of the Remuneration Report.