Receipt of In-Principle Approval From SGX-ST On Proposed Placement Of 64,250,000 New Ordinary Shares

05 April 2011

The Board of Directors of AusGroup Limited (“Company”) wishes to refer to the announcement of the Company on 24 March 2011 in respect of the Proposed Placement. Unless otherwise defined herein, terms defined in that announcement shall have the same definitions herein.

The Board wishes to announce that the Company has received the in-principle approval (dated 4 April 2011) from the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing and quotation of 64,250,000 Placement Shares on the SGX-ST pursuant to the Proposed Placement, subject to the following conditions:

(a) Compliance with the SGX-ST’s listing requirements;

(b) A written undertaking from the Company that it will make periodic announcements on the use of the proceeds from the Proposed Placement every quarterly or any material disbursement of proceeds (when it occurs) and that it will provide a status report on the use of the proceeds in the annual report;

(c) A written undertaking from the Company that it will not allot and issue any of the Placement Shares so as to transfer a controlling interest in the Company without the prior approval of the Company’s shareholders in a general meeting;

(d) A written confirmation from the Company that it will not issue the Placement Shares to persons prohibited under Rule 812(1) of the SGX-ST Listing Manual; and

(e) A written confirmation from ANZ Corporate Advisory that the Placement Shares will not be placed out to persons prohibited under Rule 812(1) of the SGX-ST Listing Manual.

Please note that the SGX-ST’s in-principle approval is not to be taken as an indication of the merits of the Proposed Placement, the Placement Shares, the Company and/or its subsidiaries.

BY ORDER OF THE BOARD
John Sheridan
CEO and Managing Director
4 April 2011