CIMIC : Bidder's Statement

For personal use only

	CLIFFORD CHANCE
	LEVEL 16, NO. 1 O'CONNELL STREET
	SYD N EY NSW 2000
	AU STR ALIA
	TEL [phone]
	F AX [phone]
	www.cliffordchance.com
Lodged via	Our ref:: 66-41031000
ASX Online	Direct Dial: [phone]
	E-mail: [e-mail]
Market Announcements Office	23 February 2022
ASX Limited
Exchange Centre
20 Bridge Street
SYDNEY NSW 2000

Dear Sirs/Madams

Off-market takeover bid by HOCHTIEF Australia Holdings Limited for CIMIC Group Limited (ASX: CIM)

We act for HOCHTIEF Australia Holdings Limited ACN 103 181 675 ("HOCHTIEF").

In accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth) ("Act"), we enclose a copy of HOCHTIEF's Bidder's Statement dated 23 February 2022 ("Bidder's Statement") relating to HOCHTIEF's off-market takeover bid for all of the ordinary shares in CIMIC Group Limited ACN 004 482 982 (ASX: CIM) ("CIMIC") in which it does not already have a relevant interest.

The Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to CIMIC today.

Relevant date for determining holders of securities

In addition, notice is hereby given under and for the purposes of section 633(4) of the Act that HOCHTIEF (pursuant to sections 633(2) and (3) of the Act) has set 7.00pm (Sydney time) on 24 February 2022 as the relevant time and date for the purposes of determining the people to whom information is to be sent under items 6 and 12 of section 633(1) of the Act in relation to the offer described in the Bidder's Statement.

Yours sincerely

David Clee		Jacob Kahwaji
Partner		Partner
Clifford Chance		Clifford Chance

30064284147-v1

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AU-2000-21-OFF2

For personal use only

BIDDER'S STATEMENT

ACCEPT THE UNCONDITIONAL AND

FINAL CASH OFFER

by

HOCHTIEF Australia Holdings Limited

ACN 103 181 675

TO PURCHASE ALL OF YOUR ORDINARY SHARES IN

CIMIC Group Limited

ACN 004 482 982

for

$22.00 CASH PER CIMIC SHARE

The Offer Price of $22.00 cash per CIMIC Share is final, and

cannot be increased during the Offer Period, in the absence

of a competing proposal

This Offer is dated [•]2022 and will close at 7:00pm (Sydney time) on [•],unless extended (or

withdrawn).

This is an important document and requires your immediate attention. If you are in doubt as to how to deal with this document you should consult your financial or other professional advisor.

If you have any questions in relation to this Bidder's Statement, you should call the Offer

Information Line on 1300 648 874 (for calls made within Australia) or [phone] (for calls made from outside Australia) from Monday to Friday between 9:00am and 5:00pm (Sydney time). Alternatively, contact the chat line at http://chat1.shareholdersfirst.com.au/or scan the following code:

Legal advisor

Financial advisor

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For personal use only

Important Notices

Bidder's Statement

This Bidder's Statement is given by HOCHTIEF Australia Holdings Limited ACN 103 181 675 (HOCHTIEF Australia) to CIMIC Group Limited ACN 004 482 982 (CIMIC) under Part 6.5 of the Corporations Act.

This Bidder's Statement is dated 23 February 2022 and includes in Section 7 an Offer dated [•]2022 to acquire Your CIMIC Shares and also sets out certain disclosures required by the Corporations Act.

Australian Securities and Investments Commission

A copy of this Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) on 23 February 2022. Neither ASIC nor any of its officers take any responsibility for the contents of this Bidder's Statement.

References in this Bidder's Statement to HOCHTIEF AG's website (https://www.hochtief.com/), to CIMIC's website (https://www.cimic.com.au/), or to ASX's website (www.asx.com.au), are for your reference only. Information contained in or otherwise accessible from those websites does not form part of this Bidder's Statement.

HOCHTIEF Group information

The information on the HOCHTIEF Group contained in this Bidder's Statement, to the extent that it incorporates or reflects information on CIMIC, has been prepared using publicly available information. This information has not been independently verified by HOCHTIEF Australia. Accordingly, subject to the Corporations Act, HOCHTIEF Australia does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information.

Investment decisions

This Bidder's Statement does not take into account the investment objectives, financial situation and particular needs of any person. Before deciding whether or not to accept the Offer you may wish to seek independent financial and taxation advice.

Information on CIMIC

All information in this Bidder's Statement relating to CIMIC has been prepared by HOCHTIEF Australia using information included in public documents filed by CIMIC or published by CIMIC on its website. None of the information in this Bidder's Statement relating to CIMIC has been commented on or verified by CIMIC or independently verified by HOCHTIEF Australia for the purposes of this Bidder's Statement. Accordingly, subject to the Corporations

Act, HOCHTIEF Australia does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on CIMIC in this Bidder's Statement should not be considered comprehensive. In addition, the Corporations Act requires the directors of CIMIC to provide a Target's Statement to CIMIC Shareholders in response to this Bidder's Statement, setting out certain material information concerning CIMIC.

Forward looking statements

This Bidder's Statement contains forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. Forward looking statements are not based on historical facts, but are based on, among other things, HOCHTIEF Australia's assumptions, expectations, estimates, objectives, plans and intentions as at the date of this Bidder's Statement.

These forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements. While HOCHTIEF Australia believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. Other matters as yet not known to HOCHTIEF Australia or not currently considered material by HOCHTIEF Australia, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. Any forward looking statement contained in this document is qualified by this cautionary statement.

Except as required by applicable law, HOCHTIEF Australia does not undertake to update or revise these forward looking statements, whether as a result of new information, future events or otherwise.

CIMIC Shareholders outside Australia

This distribution of this Bidder's Statement in jurisdictions outside Australia may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities.

This Bidder's Statement complies with Australian disclosure requirements and, unless otherwise indicated, Australian accounting standards. These disclosure requirements and accounting standards may differ to those in other countries.

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This Bidder's Statement and the Offer do not in any way constitute an offer in any place which, or to any person to whom, it would not be lawful to make such an offer.

Privacy collection statement

Personal information relating to your shareholding in CIMIC has been or will be collected by HOCHTIEF Australia or its agents from CIMIC in accordance with its rights under the Corporations Act. HOCHTIEF Australia will share this information with its related bodies corporate, advisors, agents and regulators (such as ASIC and the Australian Taxation Office) where necessary for the purposes of the Offer. HOCHTIEF Australia, its related bodies corporate, advisors and agents will use this information solely for purposes relating to the Offer. It is likely that your personal information will be disclosed overseas to HOCHTIEF AG, its related bodies corporate, advisors and agents in Germany. If you would like to access or correct your personal information held by HOCHTIEF Australia or its agents or have any other queries about the handling of your personal information please view HOCHTIEF

AG's privacy policy available at

https://www.hochtief.com/dataprotectionor [e-mail].

Currencies

In this Bidder's Statement, references to Australian Dollars, AUD or $ are to the lawful currency of Australia.

Defined terms

A number of defined terms are used in this Bidder's Statement. These terms are defined in Section 8, which also sets out certain rules of interpretation that apply to this Bidder's Statement.

Rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures, amounts, percentages, prices, estimates, calculations of value and fractions set out in this Bidder's Statement. Any discrepancies between total in tables or financial statements, or in calculations, graphs or charts are due to rounding.

Offer Information Line

For information regarding Your CIMIC Shares, the Offer or how to accept the Offer please read this Bidder's Statement. If you still need assistance please contact the Offer Information Line on:

For calls made within Australia: 1300 648 874

For calls made from outside Australia: [phone]

Chat line:http://chat1.shareholdersfirst.com.au/

Updating of information

Information contained in this Bidder's Statement is subject to change from time to time. Please refer to the ASX announcements platform for any updates concerning the Offer at www.asx.com.au.

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What you should do next

This is an important document and requires your immediate attention

Step 1: Carefully read the entire Bidder's Statement and consider the information provided.

Step 2: Read the Target's Statement to be provided by CIMIC.

Step 3: If you need advice, consult your Broker or your legal, financial or other professional advisor.

If you have any queries about this document, the Offer or how to accept the Offer, please contact the Offer Information Line on:

For calls made within Australia: 1300 648 874

For calls made from outside Australia: [phone]

Chat line:http://chat1.shareholdersfirst.com.au/

Step 4: If you wish to accept the Offer follow the instructions below.

If you are in any doubt as to how to deal with this document, you should consult your Broker or your legal, financial or other professional advisor as soon as possible.

How to accept the Offer

Acceptances must be received before the end of the Offer Period (subject to the terms of the Offer).

For Issuer Sponsored Holdings of Shares (Securityholder Reference Number (SRN) beginning with 'I')

You may accept the Offer online or by completing and returning the enclosed Acceptance Form.

Online: to accept the Offer online, you must log in to www.HOCHTIEFOffer.com.auusing your SRN, follow the instructions, select the 'Accept' option and submit your acceptance of the Offer before the Offer closes; or

Acceptance Form: to accept the Offer using a physical Acceptance Form, complete the enclosed Acceptance Form in accordance with the instructions on it and return it in the enclosed envelope or to the address on the Acceptance Form so that is received before 7:00pm (Sydney time) on the last day of the Offer Period.

For CHESS Holdings of Shares (Holder Identification Number (HIN) beginning with 'X')

You may accept the Offer online, by contacting your Controlling Participant (usually your broker), or by completing and returning the enclosed Acceptance Form. To accept the Offer, you must comply with the ASX Settlement Operating Rules by doing one of the following:

Online: to accept the Offer online, you must log in to www.HOCHTIEFOffer.com.auusing your HIN, follow the instructions, select the 'Accept' option and submit your acceptance of the Offer before the Offer closes. For your online acceptance to be an effective acceptance of the Offer, it must be received in time for the Registry to give instructions to your Controlling Participant and for your Controlling Participant to respond to and accept those instructions before the end of the Offer Period; or

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