Internal Group Restructuring Exercise

18 February 2009

The Board of Directors of AusGroup Limited (the 'Company') wishes to announce that the Company has undergone an internal group restructuring exercise whereby the Company had acquired from AGL Cactus Pte. Ltd. ('AGL'), a direct wholly-owned subsidiary of the Company, 100% of the total issued and paid-up share capital of Cactus Engineering & Trading Pte Ltd ('Cactus'), a direct wholly-owned subsidiary of AGL, (the 'Restructuring Exercise') to streamline the corporate structure of its subsidiaries and to hold the shares in the capital of Cactus directly.

Consequent to the Restructuring Exercise, Cactus has become a direct wholly-owned subsidiary of the Company. There is no change in the Company’s ultimate 100% ownership of Cactus before and after the Restructuring Exercise. AGL remains a direct wholly-owned subsidiary of the Company.

The Restructuring Exercise is not expected to have any significant material impact on the consolidated net tangible assets per share and earnings per share of the Company for the current financial year.

Save as disclosed, none of the Directors or substantial shareholders of the Company have any direct or indirect interest (other than through their shareholdings in the Company), in the Restructuring Exercise.

For and on behalf of the Board
Michael Anthony Hardwick
Chief Financial Officer