Notice of Extraordinary General Meeting

30 September 2010

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of AusGroup Limited (the “Company”) will be held at Anson Rooms 3 and 4, Level 2, M Hotel Singapore, 81 Anson Road, Singapore 079908 on 15 October 2010 at 3.15 p.m. (or immediately after the conclusion of the Annual General Meeting of the Company to be held on the same day and at the same place) for the purpose of considering and, if thought fit, passing with or without modification, the following resolutions:-

All references to the Circular in this Notice of Extraordinary General Meeting shall mean the Circular of the Company dated 30 September 2010 (the “Circular”). All capitalised terms not otherwise defined herein shall have the meanings given to them in the Circular.

ORDINARY RESOLUTIONS

RESOLUTION 1: THE PROPOSED SHARE BUYBACK MANDATE

THAT:

(a) for the purposes of the Companies Act (Cap. 50) (“Companies Act”), the Directors of the Company be and are hereby authorised to exercise all the powers of the Company to purchase or otherwise acquire the Shares in accordance with the terms set out in the Circular, including, without limitation, not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

(i) on-market purchases (“Market Purchase”), transacted on the SGX-ST through the SGX-ST’s trading system or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purchase; and/or

(ii) off-market purchases (“Off-Market Purchase”) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the Listing Manual,

(the “Share Buyback Mandate”);

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of passing of this Resolution and expiring on the earlier of:

(i) the date on which the next annual general meeting of the Company (“AGM”) is held or is required by law to be held;

(ii) the date on which the share buybacks by the Company pursuant to the Share Buyback Mandate are carried out to the full extent mandated; or

(iii) the date on which the authority contained in the Share Buyback Mandate is varied or revoked by ordinary resolution of the Company in general meeting;

(c) in this Resolution:

“Prescribed Limit” means ten per cent (10%) of the total number of issued Shares of the Company as at the date of passing of this Resolution unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the total number of issued Shares of the Company shall be taken to be the total number of issued Shares of the Company as altered (excluding any treasury shares that may be held by the Company from time to time);

 “Relevant Period” means the period commencing from the date on which the last AGM was held and expiring on the date the next AGM is held or is required by law to be held, whichever is the earlier, after the date of this Resolution;

“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:

(i) in the case of a Market Purchase : one hundred and five per cent (105%) of the Average Closing Price; and

(ii) in the case of an Off-Market Purchase : one hundred and twenty per cent (120%) of the Highest Last Dealt Price,

where:

“Average Closing Price” means the average of the closing market prices of a Share over the last five (5) market days, on which transactions in the Shares were recorded, preceding the day of the Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five (5)-day period;

“Highest Last Dealt Price” means the highest price transacted for a Share as recorded on the market day on which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase; and

“Day of the making of the offer” means the day on which the Company announces its intention to make an offer for the purchase of Shares from shareholders of the Company, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

(d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.

RESOLUTION 2: THE PROPOSED AUSGROUP SHARE SCHEME 2010

THAT:

(a)  the share scheme to be known as the “AusGroup Share Scheme 2010” (“AusGroup Share Scheme 2010”) details of which are set out in the Circular, under which awards (“Awards”) of Shares will be granted, free of charge, to selected employees of the Group, be and is hereby approved; and

(b) the Board of Directors of the Company be and is hereby authorised:

(i)  to establish and administer the AusGroup Share Scheme 2010;

(ii)  to modify and/or amend the AusGroup Share Scheme 2010 from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the AusGroup Share Scheme 2010 and to do all such acts and to enter into such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the AusGroup Share Scheme 2010;

(iii)  to grant Awards in accordance with the provisions of the AusGroup Share Scheme 2010 and pursuant to Section 161(4) of the Companies Act, to allot and issue from time to time during the term of the AusGroup Share Scheme 2010 such number of fully paid-up Shares in the capital of the Company as may be required to be issued pursuant to the vesting of Awards provided that the aggregate number of Shares to be issued or issuable pursuant to the AusGroup Share Scheme 2010 and any other share based schemes of the Company and the AusGroup Share Scheme 2010, shall not exceed five per cent (5%) of the issued Shares of the Company (excluding any shares held in treasury) from time to time;

(iv)  subject to the same being allowed by law, to apply any share purchased or acquired under any share purchase mandate and to deliver such existing Shares (including any shares held in treasury) towards the satisfaction of Awards granted under the AusGroup Share Scheme 2010; and

(v)  to complete and do all such acts and things (including executing such documents as may be required) as they may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and authorised by this Resolution.

RESOLUTION 3: THE PROPOSED TERMINATION OF THE EXISTING AUSGROUP SHARE SCHEME

THAT contingent on Ordinary Resolution 2 being duly passed the Existing AusGroup Share Scheme, details of which are set out in the Circular, be and is hereby terminated on the passing of Ordinary Resolution 2 above.

RESOLUTION 4: THE PROPOSED AUSGROUP SHARE OPTION SCHEME 2010

THAT:

(a)  the adoption of the share incentive scheme to be known as the “AusGroup Share Option Scheme 2010” (the “AusGroup Share Option Scheme 2010”), details of which are set out in the Circular, be and is hereby approved;

(b) the Board of Directors of the Company be and is hereby authorised:

(i) to establish and administer the AusGroup Share Option Scheme 2010;

(ii) to modify and/or amend the AusGroup Share Option Scheme 2010 from time to time provided that such modification and/ or amendment is effected in accordance with the provisions of the AusGroup Share Option Scheme 2010 and to do all such acts and to enter into such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the AusGroup Share Option Scheme 2010;

(iii) to offer and grant Options in accordance with the provisions of the AusGroup Share Option Scheme 2010 and pursuant to Section 161(4) of the Companies Act, to allot and issue from time to time during the term of the AusGroup Share Option Scheme 2010 such number of fully paid-up Shares in the capital of the Company as may be required to be issued and/or transferred pursuant to the exercise of the Options under the AusGroup Share Option Scheme 2010 provided that the aggregate number of Shares available under the AusGroup Share Option Scheme 2010, and any other share based schemes or plans of the Company, shall not exceed five per cent (5%) of the total number of issued shares (excluding any shares held in treasury) from time to time;

(iv) to offer and grant Options in accordance with the provisions of the AusGroup Share Option Scheme 2010 with exercise prices at a not more than twenty per cent (20%) discount to the market price;

(v) subject to the same being allowed by law, to apply any share purchased or acquired under any share purchase mandate and to deliver such existing Shares (including any shares held in treasury) towards the satisfaction of Option Shares granted under the AusGroup Share Option Scheme 2010; and

(vi) to complete and do all such acts and things (including executing such documents as may be required) as they may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and authorised by this Resolution.

RESOLUTION 5: THE PROPOSED TERMINATION OF THE EXISTING AUSGROUP EMPLOYEE SHARE OPTION SCHEME 2007

THAT contingent on Ordinary Resolution 4 being duly passed the Existing AusGroup Employee Share Option Scheme 2007, details of which are set out in the Circular, be and is hereby terminated on the passing of Ordinary Resolution 4 above.

BY ORDER OF THE BOARD

Grace C P Chan and Corine B E Lim
Company Secretaries

Singapore

30 September 2010

Notes:

A member entitled to attend and vote at the Extraordinary 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.

Corrigendum

Reference is made to the Notice of Extraordinary General Meeting on pages 71 to 74 of the Shareholders’ Circular despatched to Shareholders on 30 September 2010.

Attention is drawn to Resolution 4(b)(v) on page 73 of the Shareholders’ Circular, which presently reads as follows:
“subject to the same being allowed by law, to apply any share purchased or acquired under any share purchase mandate and to deliver such existing Shares (including any shares held in treasury) towards the satisfaction of Awards granted under the AusGroup Share Scheme 2010; and”

The Company wishes to clarify that Resolution 4(b)(v) on page 73 of the Shareholders’ Circular should instead read as follows:

“subject to the same being allowed by law, to apply any share purchased or acquired under any share purchase mandate and to deliver such existing Shares (including any shares held in treasury) towards the satisfaction of Option Shares granted under the AusGroup Share Option Scheme 2010; and”