Notice of Annual General Meeting

23 September 2009

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of AusGroup Limited (the "Company") will be held at Anson Rooms 3 & 4, Level 2, M Hotel Singapore, 81 Anson Road, Singapore 079908 on Tuesday, 13 October 2009 at 3.00 p.m. for the following purposes:

Ordinary Business

1. To receive and adopt the audited financial statements for the year ended 30 June 2009 and the reports of the directors and auditors thereon.

2. To declare a final one-tier tax exempt dividend of 0.64 Singapore cents per ordinary share for the year ended 30 June 2009.

3. To approve directors' fees of S$433,975 for the year ended 30 June 2009. (2008: S$372,000)

4.1 To re-elect Dr Chew Kia Ngee, a director who will retire by rotation in accordance with Article 91 of the Company's Articles of Association and who, being eligible, will offer himself for re-election.

Note: Dr Chew Kia Ngee, if re-elected as a director, will remain a member and the chairman of the audit committee and a member of the remuneration and human capital committee.  Dr Chew is an independent non-executive director.

4.2 To re-elect Mr Tan Hup Foi, a director who will retire by rotation in accordance with Article 91 of the Company's Articles of Association and who, being eligible, will offer himself for re-election.

Note: Mr Tan Hup Foi, if re-elected as a director, will remain a member of the audit committee and a member of the nominating committee.  Mr Tan is an independent non-executive director.

4.3 To note the retirement of Mr James Finbarr Fitzgerald, a director who is due for re-election in accordance with Article 91 of the Company's Articles of Association and is not seeking re-election at the annual general meeting.

Special Business

5. To consider and, if thought fit, to pass with or without any modifications, the following resolutions as ordinary resolutions:

5.1 That  PricewaterhouseCoopers LLP be and are hereby appointed as auditors of the Company in place of the retiring auditors, Moore Stephens LLP, to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be fixed by the directors of the Company.

5.2 That authority be and is hereby given to the directors of the Company to:

(a)

(i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the directors may in their absolute discretion deem fit; and

(b) (notwithstanding that the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the directors while this resolution was in force,

provided that:

(A) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (B) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (B) below);

(B) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (A) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this resolution, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this resolution; and

(ii) any subsequent bonus issue, consolidation or subdivision of shares;

(C) in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(D) (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.

5.3 That subject to and pursuant to the share issue mandate proposed in item 5.2 above being obtained, authority be and is hereby given to the directors of the Company to issue shares in the capital of the Company on a non pro rata basis at a discount of not more than 20% to the weighted average price of the shares for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST).

5.4 That authority be and is hereby given to the directors of the Company to grant awards in accordance with the rules of the AusGroup Share Scheme (the “Share Scheme”) and to allot and issue from time to time such number of new shares in the capital of the Company as may be required to be issued pursuant to the Share Scheme, provided always that the aggregate number of new shares to be issued pursuant to the Share Scheme and all other share based incentive schemes of the Company shall not exceed 15% of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.

5.5 That authority be and is hereby given to the directors of the Company to offer and grant options in accordance with the rules of the AusGroup Employee Share Option Scheme 2007 (the “2007 Scheme”) and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the 2007 Scheme, provided always that the aggregate number of shares to be issued pursuant to the 2007 Scheme and all other share based incentive schemes of the Company shall not exceed 15% of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.

6. To transact any other business as can be transacted at an annual general meeting of the Company.

By Order of the Board

Grace C P Chan and Corine B E Lim
Company Secretaries

Singapore
23 September 2009

Notes

A member entitled to attend and vote at the annual general meeting may appoint not more than two proxies to attend and vote on his behalf.  Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy.  A proxy need not be a member of the Company.  The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 36 Tuas Road, Singapore 638505 not less than 48 hours before the time appointed for the meeting.

Additional Information For Ordinary Resolution Proposed In Item 5.1 Above

(i) The Company has received a notice of nomination dated 5 May 2009 from Mr Barry Alfred Carson and Ms Jennifer Margaret Carson, shareholders of the Company, nominating PricewaterhouseCoopers LLP for appointment as auditors of the Company for the financial year ending 30 June 2010, in place of the retiring auditors, Moore Stephens LLP.

(ii) The audit committee and the directors have reviewed and recommended the nomination of PricewaterhouseCoopers LLP for appointment as auditors of the Company. They have considered the suitability of PricewaterhouseCoopers LLP, including the adequacy of the resources and experience of PricewaterhouseCoopers LLP, the number and experience of supervisory and professional staff who would be assigned to the audit and PricewaterhouseCoopers LLP’s audit engagements.

(iii) The audit committee and the directors are of the opinion that PricewaterhouseCoopers LLP would be able to meet the audit requirements of the Company and that Rule 712(1) of the Listing Manual of the SGX-ST has been complied with.

(iv) Pursuant to Rule 1203(5) of the Listing Manual of the SGX-ST:

(a) Moore Stephens LLP have confirmed that they are not aware of any professional reasons why PricewaterhouseCoopers LLP should not accept appointment as auditors of the Company;

(b) the directors have confirmed that there were no disagreements with Moore Stephens LLP on accounting treatments within the last 12 months;

(c) the directors have confirmed that they are not aware of any circumstances connected with the proposed change of auditors that should be brought to the attention of the shareholders of the Company; and

(d) the reason for the proposed change of auditors is that the Company and its group of companies (the “Group”) have expanded and grown significantly in size and operation over the years, with footprints now in a number of Asean countries and it is in the interest of the Group to consider a change to a bigger audit firm to provide audit services to the Group and further enhance efficiencies.  A bigger audit firm would also have more depth and expertise in services to support the Group as it expands its operations, both in Australia and in Asia.

(v) Moore Stephens LLP would not be seeking re-appointment as auditors of the Company at the annual general meeting.

(vi) The Company has obtained the written consent from PricewaterhouseCoopers LLP to act as auditors of the Company.

Statement Pursuant To Article 54 Of The Company’s Articles Of Association

(i) The ordinary resolution proposed in item 5.1 above is to appoint PricewaterhouseCoopers LLP as auditors of the Company in place of Moore Stephens LLP and to authorise the directors to fix PricewaterhouseCoopers LLP’s remuneration.

(ii) The ordinary resolution proposed in item 5.2 above is to authorise the directors to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to an amount not exceeding in total 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, with a sub-limit of 20% for issues other than on a pro rata basis to shareholders.  For the purpose of determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time that the resolution is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time the resolution is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares.

(iii) The ordinary resolution proposed in item 5.3 above is to authorise the directors to issue shares in the capital of the Company on a non pro rata basis pursuant to the share issue mandate at a discount of not more than 20% to the weighted average price of the shares for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST).

(iv) The ordinary resolution proposed in item 5.4 above is to authorise the directors to grant awards and to allot and issue new shares in the capital of the Company pursuant to the Share Scheme, provided that the aggregate number of new shares to be issued pursuant to the Share Scheme and all other share based incentive schemes of the Company does not exceed 15% of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.

(v) The ordinary resolution proposed in item 5.5 above is to authorise the directors to offer and grant options and to allot and issue shares in the capital of the Company pursuant to the 2007 Scheme, provided that the aggregate number of shares to be issued pursuant to the 2007 Scheme and all other share based incentive schemes of the Company shall not exceed 15% of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.

NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATES

NOTICE IS HEREBY GIVEN that the share transfer books and register of members of AusGroup Limited (the “Company”) will be closed on 24 October 2009 for the purpose of determining members’ entitlements to the final one-tier tax exempt dividend of 0.64 Singapore cents per ordinary share for the year ended 30 June 2009.

Duly completed transfers received by the Company's Share Registrar, M & C Services Private Limited at 138 Robinson Road #17-00, The Corporate Office, Singapore 068906 up to 5.00 p.m. on 23 October 2009 will be registered before members’ entitlements to the dividend are determined.

Members whose securities accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 23 October 2009 will be entitled to the dividend.

The dividend, if approved by members at the Company’s annual general meeting to be held on 13 October 2009, will be paid on 6 November 2009. 

By Order of the Board

Grace C P Chan and Corine B E Lim
Company Secretaries

Singapore
23 September 2009