Exhibit 99.2
Appendix 3B
New issue announcement

2Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity
James Hardie Industries N.V.
 

ARBN    
097 829 895    
 

We (the entity) give ASX the following information.

Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

         
1
  + Class of + securities issued or to be issued   Ordinary shares/CUFS
       
 
       
2
  Number of + securities issued or to be issued (if known) or maximum number which may be issued   5,675 ordinary shares/CUFS
 
       
3
  Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due dates for payment; if + convertible securities, the conversion price and dates for conversion)   5,675 ordinary shares/CUFS issues on exercise of options.


 
+ See chapter 19 for defined terms.
   
         
 
  Appendix 3B   Page 1

 


 

Appendix 3B
New issue announcement

           
4
  Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities?   Yes, rank equally with issued ordinary
shares/CUFS
 
         
 
  If the additional securities do not rank equally, please state:    
 
         
 
  the date from which they do    
 
         
 
  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment    
 
         
 
  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment    
 
         
5
  Issue price or consideration   Allotment of shares/CUFS on exercise of 4,425 options at A$5.0586 each; and 1,250 options at A$6.449 each.
           
 
         
6
  Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)   Exercise of options
 
         
7
  Dates of entering + securities into uncertificated holdings or despatch of certificates   24 January 2005
                 
      Number   + Class
8
  Number and + class of all + securities quoted on ASX (including the securities in clause 2 if applicable)   459,239,549       shares/CUFS


 
+ See chapter 19 for defined terms.
   
         
Appendix 3B
  Page 2    


 

Appendix 3B

New issue announcement
             
      Number +Class  
9
  Number and + class of all + securities not quoted on ASX (including the securities in clause 2 if applicable)   20,661,454 The following options have been cancelled at each exercise price: 4,423 at A$5.0586 and 3,750 at A$6.449.   Options  
           
         
10
  Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)   Rank for dividends equally with issued ordinary shares/CUFS.

Part 2 - Bonus issue or pro rata issue

         
11
  Is security holder approval required?   Not applicable
 
       
12
  Is the issue renounceable or non-renounceable?   Not applicable
 
       
13
  Ratio in which the + securities will be offered   Not applicable
 
       
14
  + Class of + securities to which the offer relates   Not applicable
 
       
15
  + Record date to determine entitlements   Not applicable
 
       
16
  Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?   Not applicable
 
       
17
  Policy for deciding entitlements in relation to fractions   Not applicable
 
       
18
  Names of countries in which the entity has + security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

  Not applicable
 
       
19
  Closing date for receipt of acceptances or renunciations   Not applicable


 
+ See chapter 19 for defined terms.
   
         
 
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Appendix 3B
New issue announcement

         
20
  Names of any underwriters   Not applicable
         
 
       
21
  Amount of any underwriting fee or commission   Not applicable
 
       
22
  Names of any brokers to the issue   Not applicable
         
 
       
23
  Fee or commission payable to the broker to the issue   Not applicable
 
       
24
  Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders   Not applicable
 
       
25
  If the issue is contingent on + security holders’ approval, the date of the meeting   Not applicable
 
       
26
  Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled   Not applicable
 
       
27
  If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders   Not applicable
 
       
28
  Date rights trading will begin (if applicable)   Not applicable
         
 
       
29
  Date rights trading will end (if applicable)   Not applicable
         
 
       
30
  How do + security holders sell their entitlements in full through a broker?   Not applicable
 
       
31
  How do + security holders sell part of their entitlements through a broker and accept for the balance?   Not applicable


 
+ See chapter 19 for defined terms.
   
         
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  Page 4    

 


 

Appendix 3B

New issue announcement

         
32
  How do + security holders dispose of their entitlements (except by sale through a broker)?   Not applicable
 
       
33
  + Despatch date   Not applicable
         

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

         
34   Type of securities
(tick one)
 
       
(a)
  þ   Securities described in Part 1
 
       
(b)
  o   All other securities
      Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities Not applicable

Tick to indicate you are providing the information or documents

         
35
  o   If the + securities are + equity securities, the names of the 20 largest holders of the additional + securities, and the number and percentage of additional + securities held by those holders
 
       
36
  o   If the + securities are + equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
 
       
37
  o   A copy of any trust deed for the additional + securities


 
+ See chapter 19 for defined terms.
   
         
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Appendix 3B
New issue announcement

Entities that have ticked box 34(b) Not applicable

         
38
  Number of securities for which + quotation is sought  
 
     
39
  Class of + securities for which quotation is sought  
 
     
40
  Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities?  
 
       
  If the additional securities do not rank equally, please state: · the date from which they do  
 
       
  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  
 
       
  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment  
 
       
41
  Reason for request for quotation now  
 
       
  Example: In the case of restricted securities, end of restriction period  
 
       
  (if issued upon conversion of another security, clearly identify that other security)  
             
      Number + Class
42
  Number and + class of all + securities quoted on ASX (including the securities in clause 38)      


 
+ See chapter 19 for defined terms.
   
         
Appendix 3B
  Page 6    

 


 

Appendix 3B
New issue announcement

Quotation agreement

1   + Quotation of our additional + securities is in ASX’s absolute discretion. ASX may quote the + securities on any conditions it decides.
 
2   We warrant the following to ASX.

  •   The issue of the + securities to be quoted complies with the law and is not for an illegal purpose.
 
  •   There is no reason why those + securities should not be granted + quotation.
 
  •   An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
 
      Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
 
  •   Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any + securities to be quoted and that no-one has any right to return any + securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the + securities be quoted.
 
  •   We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the + securities to be quoted, it has been provided at the time that we request that the + securities be quoted.
 
  •   If we are a trust, we warrant that no person has the right to return the + securities to be quoted under section 1019B of the Corporations Act at the time that we request that the + securities be quoted.

3   We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
 
4   We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before + quotation of the + securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

         
Sign here:
  /s/ W. (Pim) Vlot   Date:.24 January 2005
   
  Company Secretary    
 
       
Print name:
  W. (Pim) Vlot    


 
+ See chapter 19 for defined terms.
   
         
 
  Appendix 3B   Page 7