Offer of Share Awards Pursuant to the AusGroup Share Scheme 2010

25 November 2010

AusGroup Limited (the "Company" or "AusGroup") wishes to announce that it has offered share awards on 24 November 2010 (the "Awards") to the following director, senior executives, managers and other employees of the Group pursuant to the AusGroup Share Scheme 2010 approved by the shareholders of the Extraordinary General Meeting of the Company held on 15 October 2010.

The details of the Awards are as follows:

1. To director

Mr. John Fitzgerald Boyd Sheridan

Number of shares offered which are the subject of the Awards - 2,000,000.

2. To senior executives

A total of 7,200,000 shares which are the subject of the Awards have been offered to 7 senior executives.

3. To managers

A total of 6,300,000 shares which are the subject of the Awards have been offered to 20 line and functional managers.

4.  To other employees

A total of 1,649,000 shares which are the subject of the Awards have been offered to 250 other employees with more than 3 years service in the Group as at 1st July 2010.

Market price (closing price) of the securities on the date of the Awards was S$0.43 per share.

Performance criteria for June 2011 to 2013 based upon Earnings per Share (EPS) and Total Shareholder Returns (TSR) performance conditions have already been set by the Board.

The vesting scale on the basis of continued employment in the Group is as follows:-

  Year - 1  0%
  Year - 2  10%
  Year - 3  20%
  Year - 4  30%
  Year - 5  40%

Shares not Released at each vesting point will be added to the next vesting point and the performance tested again until Year 5 where shares not released will be transferred back to AusGroup for nil consideration and cancelled by AusGroup. Failure to satisfy the performance criterion at any vesting point will result in the associated Plan Shares “rolling over” to the next vesting point and will be accessible subject to that vesting point’s corresponding performance criterion.

In addition, restrictions on the sale or transfer of any vested shares will remain for a further two years after Year - 5.

Notes:

1. Controlling shareholders are not participants of the Awards.

2. The Awards are granted at the discretion of the Remuneration and Human Capital Committee of the Company, comprising directors of the Company who are duly authorized and appointed by the Board to administer the AusGroup Share Scheme 2010 (the “Committee”). The Committee takes into account factors such as the relevant employees’ capability, performance, scope of responsibility, skill and vulnerability to leaving the employment of the Group.

3. The shares of the Company to be issued under the Awards and other shares to be issued and/issuable under other share-based incentive schemes of the Company, including the AusGroup Share Option Scheme 2010, shall not exceed 5% of the issued shares of the Company, excluding treasury shares from time to time.

4. The Awards are subject to the terms and conditions of the AusGroup Share Scheme 2010.

5. Disclosures of the AusGroup Share Scheme 2010 will be made by the Company in its annual report for so long as the AusGroup Share Scheme 2010 continues in operation.