MONADELPHOUS GROUP LIMITED — Major Shareholding Notification 2009

Feb 26, 2009

27 February 2009

Company Announcements Australian Securities Exchange Limited Level 4, 20 Bridge Street Sydney NSW 2000 Australia

Dear Sir/Madam

RE: Monadelphous acquires strategic stake in Norfolk

Please find attached a copy of a Form 603 “Initial Substantial Shareholder Notice” and associated ASX Release issued today by Monadelphous Group Limited.

Sincerely

==> picture [96 x 29] intentionally omitted <==

Giles Everist Company Secretary

ASX RELEASE

27 February 2009

MONADELPHOUS ACQUIRES STRATEGIC STAKE IN NORFOLK

Perth: Monadelphous Group Limited (ASX: MND) (“Monadelphous”) confirms that it has acquired a 12.4% interest (16.1 million ordinary shares) in listed services company, Norfolk Group Limited ( ASX: NFK ) (“Norfolk”).

Norfolk operates a suite of businesses in Australia and New Zealand, providing electrical, mechanical and property related services to a broad range of industrial and infrastructure market sectors. Major operating brands within Norfolk include O'Donnell Griffin, Haden and Resolve FM.

On the decision to acquire a strategic stake in Norfolk, Monadelphous Managing Director, Mr Rob Velletri said: “As part of our diversification strategy, Monadelphous has for some time been assessing opportunities to broaden our exposure to non-resources sectors and expand our range of services. The investment in Norfolk supports this strategy.

“We believe a relationship with Norfolk provides a number of complementary and mutually beneficial opportunities for both companies. We look forward to entering into discussions with Norfolk in due course to explore these opportunities.”

As Monadelphous' investment in Norfolk represents a minority shareholding, there will be no impact for any of the Monadelphous operations.

– ENDS –

FURTHER INFORMATION:

Analysts/Investors:	David Loch Media: Investor Relations Manager Monadelphous Group Limited +61 8 9315 7429 +61 411 144 787 dloch@monadel.com.au	David Tasker Group Director PPR +61 8 9388 0944 +61 433 112 936 david.tasker@ppr.com.au

ABOUT MONADELPHOUS

Monadelphous Group Limited is a leading Australian engineering group providing construction, maintenance and industrial services to the resources, energy and infrastructure sectors. The Company has a solid track record in the safe and effective delivery of complex and large-scale engineering construction projects and maintenance and industrial services for industry throughout Australia. Monadelphous’ capabilities encompass civil, mechanical, structural and electrical disciplines. Although the mining sector has been the major focus of Monadelphous’ work, the Company is becoming increasingly diversified with growing involvement in the energy and infrastructure sectors. www.monadelphous.com.au

Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

To Company Norfolk Group Limited ACN/ARSN 125 709 971 1. Details of substantial holder (1) Monadelphous Group Limited (“MND”) and its controlled bodies corporate as set out in Name Annexure A (the “Controlled Entities”) ACN/ARSN (if applicable) 008 988 547

The holder became a substantial holder 24 February 2009

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
Ordinary shares	16,127,334	16,127,334	12.4%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant Class and number of Nature of relevant interest (7) interest securities Relevant interest in ordinary shares in Norfolk Group Limited under section Ordinary shares MND 608(1)(b) & (c) and 608(8) of the 16,127,334 Corporations Act 4. Details of present registered holders gistered as holders of the securities referred to in paragraph 3 above are as follows: istered as holders of the securities referred to in paragraph 3 above are as follows: paragraph 3 above are as follows: aragraph 3 above are as follows: graph 3 above are as follows: raph 3 above are as follows: ph 3 above are as follows: h 3 above are as follows: Class and Holder of relevant Registered holder of Person entitled to be number of interest securities registered as holder (8) securities Ordinary shares MND Bell Potter Nominees Ltd Bell Potter Nominees Ltd 16,127,334

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows: istered as holders of the securities referred to in paragraph 3 above are as follows: paragraph 3 above are as follows: aragraph 3 above are as follows: graph 3 above are as follows: raph 3 above are as follows: ph 3 above are as follows: h 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Class and Holder of relevant Date of acquisition Consideration (9) number of interest securities Cash Non-cash See Annexure B

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if Nature of association applicable) Each of the Controlled Entities is an associate of MND within the Controlled Entities meaning of section 12(2)(a) of the Corporations Act

7. Addresses

The addresses of persons named in this form are as follows:

7. Addresses The addresses of persons named in this form are as follows:
Name Address
MND 1- 7SleatRoad,ApplecrossWA6153
ControlledEntities 1- 7SleatRoad,ApplecrossWA6153
Bell Potter NomineesLtd Level 29,101Collins StreetMelbourneVic 3000
Signature
print name Mr Giles Everist capacity Company Secretary
sign here date 26 February 2009
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its
related corporations, or the manager and trustee of an equity trust), the names could be included in an	annexure to
the form. If the relevant interests of a group of persons are essentially similar, they may be referred to	throughout
the form as a specifically named group if the membership of each group, with the names and addresses of
members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any)
that the person or an associate has a relevant interest in.
(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection
671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement
by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this
form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of,
the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the
particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because
of an option) write “unknown.’”
(9) Details of the consideration must include any and all benefits, moneys and other, that any person from	whom a
relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must
be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of
any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are
not paid directly to the person from whom the relevant interest was acquired.

ANNEXURE ‘A’

This is annexure marked ‘A’ of 1 page referred to in the Notice of Initial Substantial Holder

==> picture [95 x 29] intentionally omitted <==

……………………………………….. Mr Giles Everist Company Secretary 26 February 2009

CONTROLLED ENTITIES

ACN	ENTITY NAME
008 861 836	Monadelphous Engineering Associates Pty Ltd
010 305 923	Monadelphous Engineering Pty Ltd
009 074 248	Skystar Airport Services Pty Ltd
008 840 499	Monadelphous Properties Pty Ltd
089 259 754	Monadelphous Workforce Pty Ltd
009 208 431	Genco Pty Ltd
108 911 959	MBF Workforce Pty Ltd
092 951 043	MI & E Holdings Pty Ltd
N/A	Monadelphous PNG Ltd
116 520 908	Skystar Airport Services Holdings Pty Ltd
N/A	Skystar Airport Services NZ Pty Ltd
064 855 876	Ellavale Engineering Pty Ltd
N/A	Moway International Limited
128 995 764	SinoStruct Pty Ltd
N/A	Moway AustAsia Steel Structures Trading (Beijing) Company Limited

ANNEXURE ‘B’

This is annexure marked ‘B’ of 1 page referred to in the Notice of Initial Substantial Holder

==> picture [95 x 29] intentionally omitted <==

……………………………………….. Mr Giles Everist Company Secretary 26 February 2009

Date of acquisition	Holder of relevant interest	Registered Holder	Nature	Consideration	Class & number of Securities
2/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$ 16,000.00	100,000 ordinary shares
3/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$ 30,956.83	192,398 ordinary shares
4/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$191,373.81	1,029,999 ordinary shares
5/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$184,875.55	884,572 ordinary shares
6/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$ 37,339.40	179,000 ordinary shares
9/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$ 15,638.40	72,000 ordinary shares
10/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$112,434.57	514,104 ordinary shares
16/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$ 7,976.50	35,000 ordinary shares
19/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$ 28,127.04	117,196 ordinary shares
20/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$171,740.50	716,481 ordinary shares
23/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$9,289.60	38,119 ordinary shares
24/02/2009	MND	Bell Potter Nominees Ltd	On market transaction	$3,060,891.43	12,248,465 ordinary shares