Boart Longyear Limited ABN 49 123 052 728

26 Butler Boulevard, Burbridge Business Park

Adelaide Airport

South Australia 5950, Australia

Tel: +61 8 8375 8375 • Fax: +61 8 8375 8498 www.boartlongyear.com

31 January 2014

Modification of CEO remuneration terms

Boart Longyear Limited (ASX: BLY) - Boart Longyear's Board of Directors announces that a one-off strategic retention grant has been extended to the Company's President and CEO, Mr Richard O'Brien.
The Chair of Boart Longyear, Ms Barbara Jeremiah, said: "Richard has worked tirelessly for the Company since his appointment in April 2013, and in extremely challenging market conditions. He is the right person to lead our business and this grant will ensure that his remuneration package remains competitive in the market, where executive talent of Richard's calibre is sought after and highly valued. The Board strongly believes that Richard's leadership and expertise will be instrumental in ensuring the Company achieves its immediate and longer term strategic objectives for the benefit of all shareholders."
In accordance with ASX Listing Rule 3.16.4, a summary of the key terms of the grant is attached.

About Boart Longyear

With over 120 years of expertise, Boart Longyear is the world's leading provider of drilling services, drilling equipment, and performance tooling for mining and drilling companies globally. It also has a substantial presence in aftermarket parts and service, energy, mine de-watering, oil sands exploration, and production drilling.
The Global Drilling Services division operates in over 40 countries for a diverse mining customer base spanning a wide range of commodities, including copper, gold, nickel, zinc, uranium, and other metals and minerals. The Global Products division designs, manufactures and sells drilling equipment, performance tooling, and aftermarket parts and services to customers in over 100 countries.
Boart Longyear is headquartered in Salt Lake City, Utah, USA, and listed on the Australian Securities Exchange in Sydney, Australia. More information about Boart Longyear can be found at www.boartlongyear.com . To get Boart Longyear news direct, visit http://www.boartlongyear.com/rssfeed.

Investor Relations: Media: Jay Clement David Symons

Acting CFO Cato Counsel
Vice President, Investor Relations/Treasury Sydney: (02) 9212 4666
Australia 08 8375 8300 Mobile: 410 559 184
USA +1 801 401 3712 david@catocounsel.com.au ir@boartlongyear.com

Mr Richard O'Brien Summary of Strategic Retention Grant

1. Value
US$5 million
2. Vesting schedule
The grant will be divided into three equal portions that will vest on:

o the date of the 2014 Annual General Meeting ("AGM");

o 1 April 2015; and

o 1 April 2016.

3. Award type
Cash. The Board may, however, elect to seek shareholder approval at the 2014 AGM
to convert some or all of the grant into options.
4. Cessation of employment
Any unvested portion of the grant will be forfeited if Mr O'Brien resigns (other than for "good reason," as defined in Mr O'Brien's employment contract) or is terminated for cause. If Mr O'Brien's employment ceases for any other reason, any unvested portion of the grant will vest on the relevant vesting date.
5. Change of control
Vesting of any unvested portion will be at the Board's discretion.
6. Other important information
Mr O'Brien has indicated that he is willing to voluntarily forego the initial sign-on grant he received in 2013 and also is willing to maintain his commitment associated with that
grant to purchase and hold 472,500 Company shares by 1 April 2016.
The Strategic Retention Grant's terms are still subject to finalisation and documentation. Relevant details will be published in the Company's Remuneration Report for 2013.

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