MONADELPHOUS GROUP LIMITED — Proxy Solicitation & Information Statement 2003

PROXY FORM

To: The Company Secretary Monadelphous Group Limited 1 Sleat Road, Applecross, WA 6153

PO Box 365, Applecross, WA 6953 Telephone: (08) 9316 1255 Facsimile: (08) 9316 1950 Email: [email protected]

$\perp$

(please print full name)

of

(please print full address)

being a member of Monadelphous Group Limited hereby appoint:

(please print full name)

of

A.B.N. 28 008 988 547

(please print full address)

or failing him the Chairman of the meeting, as my proxy in respect of shares/percent of my shares to vote for me and on my behalf at the Annual General Meeting of the Company to be held on the 20^th day of November 2003 and at any adjournment thereof.

If you do not wish to direct your proxy how to vote, please place a mark in this box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Voting instructions - please place an "x" in the appropriate box, failing which your proxy may vote as he thinks fit or abstain. If you do not place an "x" in the appropriate box and you appoint the Chairman of the meeting as your proxy, the Chairman of the meeting will be voting in favour of all of the resolutions.

Notes

• 1. A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies.
• Where two proxies are appointed, each proxy must be appointed to represent a specified proportion of the member's $2.$ voting rights.
• 1. If two proxies are appointed but no percentages are specified, the Corporations Law provides that each proxy may exercise half the member's votes.
• 1. A proxy need not be a member of the Company.
• 1. If the shareholder is a corporation, the proxy form must be signed under its common seal or under the hand of a duly authorised attorney or officer.
• To be effective, the proxy form (duly completed) and the power of attorney (if any) under which it is signed must 6. reach the registered office of the company, 1 Sleat Road, Applecross, Western Australia 6153 not less than 48 hours before the time for holding the meeting or any adjournment thereof.
• 1. An electronically transmitted facsimile of any instrument appointing a proxy received by the company and apparently signed by the appointer or his/her or its attorney shall be sufficient instrument of proxy.
• 1. The facsimile number to which a proxy form may be sent is: fax (08) 9316 1950.
• 1. A proxy received by email will be valid only if the original signed proxy form is presented for verification at the meeting.
• 1. The email address to which a proxy may be emailed is [email protected]