CIMIC : Change in substantial holding

604

page 1/2

15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

There was a change in the interests of the
substantial holder on	29 March 2022
The previous notice was given to the company on	23 March 2022
The previous notice was dated	22 March 2022

To Company Name/Scheme

CIMIC Group Limited ("CIMIC")

ACN/ARSN

004 482 982

This notice is given by HOCHTIEF Australia Holdings Limited on behalf of itself, HOCHTIEF Aktiengesellschaft and each of its related bodies corporate ("Substantial Holders") including those entities named in the list of 5 pages annexed to this notice and marked "Annexure A".

1.

Details of substantial holder (1)

Name

ACN/ARSN (if applicable)HOCHTIEF Australia Holdings Limited ("HAHL") 103 181 675

2.

Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	264,849,380	85.08% (based on 311,296,286 ordinary shares on issue)	268,650,385	86.30% (based on 311,296,286 ordinary shares on issue)

3.

Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of changePerson whose relevant interest changedNature of change (6)Consideration given in relation to change (7)Class and number of securities affectedPerson's votes affected

23 March 2022

HAHL, being a wholly owned subsidiary of HOCHTIEF Aktiengesellschaft (HOCHTIEF)

24 March 2022

25 March 2022

28 March 2022

On-market purchases by HAHL in accordance with item 2 of section 611 of the Corporations Act. Acquisition of relevant interests as a result of acceptances of off-market takeover offers made by HAHL dated 10 March 2022 which were included in its bidder's statement dated 3 March 2022 (the Offers). On-market purchases by HAHL in accordance with item 2 of section 611 of the Corporations Act. Acquisition of relevant interests as a result of acceptances of Offers. On-market purchases by HAHL in accordance with item 2 of section 611 of the Corporations Act. Acquisition of relevant interests as a result of acceptances of Offers. On-market purchases by HAHL in accordance with item 2 of section 611 of the Corporations Act. Acquisition of relevant interests as a result of acceptances of Offers.

$836,550

38,025 ordinary shares

38,025

$22 per ordinary share, subject to the terms of the Offers.

580,104 ordinary shares

580,104

$1,016,180

46,190 ordinary shares

46,190

$22 per ordinary share, subject to the terms of the Offers.

313,236 ordinary shares

313,236

$4,104,452

186,566 ordinary shares

186,566

$22 per ordinary share, subject to the terms of the Offers.

554,901 ordinary shares

554,901

$3,305,412

150,246 ordinary shares

150,246

$22 per ordinary share, subject to the terms of the Offers.

900,225 ordinary shares

900,225

29 March 2022

On-market purchases by HAHL in accordance with item 2 of section 611 of the Corporations Act. Acquisition of relevant interests as a result of acceptances of Offers.

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
HAHL	Various persons who have accepted HAHL's Offers. HAHL as to 266,907,822 ordinary shares; Peter Sassenfeld, as bare trustee for HAHL as to 1,858 ordinary shares; Pedro Lopez Jimenez, as bare trustee for HAHL as to 1,192 ordinary shares; Marcelino Fernández Verdes, as bare trustee for HAHL as to 2,745 ordinary shares; José Luis del Valle Pérez, as bare trustee for HAHL as to 1,000 ordinary shares.	HAHL HAHL HAHL HAHL HAHL HAHL	Relevant interest under sections 608(1)(b), 608(1)(c) and/or 608(8) of the Corporations Act pursuant to acceptances of the Offers. The ordinary shares that are the subject of these acceptances have not yet been transferred into the name of HAHL. Registered holder of 266,907,822 ordinary shares and beneficial owner of the 6,795 ordinary shares held by Peter Sassenfeld, Pedro Lopez Jimenez, Marcelino Fernández Verdes and José Luis del Valle Pérez. Peter Sassenfeld, Pedro Lopez Jimenez, Marcelino Fernández Verdes and José Luis del Valle Pérez hold their shares as bare trustee for HAHL and accordingly do not have a relevant interest in those shares.	1,735,768 ordinary shares 266,914,617 ordinary shares	1,735,768 266,914,617
HOCHTIEF and its Subsidiaries (see Annexure A)	Various persons who have accepted HAHL's Offers. HAHL as to 266,907,822 ordinary shares; Peter Sassenfeld, as bare trustee for HAHL as to 1,858 ordinary shares; Pedro Lopez Jimenez, as bare trustee for HAHL as to 1,192 ordinary shares; Marcelino Fernández Verdes, as bare trustee for HAHL as to 2,745 ordinary shares; José Luis del Valle Pérez, as bare trustee for HAHL as to 1,000 ordinary shares.	HAHL HAHL HAHL HAHL HAHL HAHL	Relevant interest under section 608(3) of the Corporations Act.	1,735,768 ordinary shares 266,914,617 ordinary shares	1,735,768 266,914,617

$4,311,318

$22 per ordinary share, subject to the terms of the Offers.

195,969 ordinary shares

835,543 ordinary shares

As aboveHOCHTIEFAs aboveActividades de Construccion y Servicios, S.A (ACS)

Cariatide S.A (Cariatide)As aboveEach other Substantial Holder

4.

Present relevant interests

Relevant interest under section 608(3)(b) of the Corporations Act. HOCHTIEF is the ultimate parent company of HAHL.

Relevant interest under section 608(3)(a) of the Corporations Act.

As aboveTaken under section 608(3)(a) As above of the Corporations Act to have a relevant interest by reason of having voting power above 20% in HAHL.

As above

As above

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

195,969

835,543

As aboveAs above

ACS, Cariatide and each other Substantial Holder

Various persons who have accepted HAHL's Offers. HAHL as to 266,907,822 ordinary shares; Peter Sassenfeld, as bare trustee for HAHL as to 1,858 ordinary shares; Pedro Lopez Jimenez, as bare trustee for HAHL as to 1,192 ordinary shares; Marcelino Fernández Verdes as bare trustee for HAHL as to 2,745 ordinary shares; José Luis del Valle Pérez as bare trustee for HAHL as to 1,000 ordinary shares.

HAHL HAHL HAHL HAHL HAHL HAHL

Relevant interest under section 608(3) of the Corporations Act.

1,735,768 ordinary shares 266,914,617 ordinary shares

1,735,768 266,914,617

604 GUIDEpage 1/1 13 March 2000

5.

Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable	Not applicable

6.

Addresses

The addresses of persons named in this form are as follows:

Name	Address
HTAHL	Level 13, 68 York Street, Sydney, NSW, 2000
HOCHTIEF and its subsidiaries	Opernplatz 2, 45128, Essen, GERMANY
ACS and Cariatide	Avda. Pío XII 102 28036 Madrid, SPAIN
Peter Sassenfeld, Pedro Lopez Jimenez, Marcelino Fernández Verdes, and José Luis del Valle Pérez	Hermann-Raddatz-Weg 7, 40489, Dusseldorf, GERMANY c/ Juan de Arespacochaga 12, Madrid, SPAIN Opernplatz 2, 45128, Essen, GERMANY Juan Bravo 34, 28006 Madrid, SPAIN

Signature

print name David Robinson

capacityDirector

sign here

date

29 March 2022

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure AThis is Annexure "A" of 5 pages referred to in the accompanying Form 604.

S

print name David Robinson

capacity Director

sign here

HOCHTIEF Americas Division

Auburndale Company Inc. Audubon Bridge Constructors Canadian Borealis Construction Inc. Canadian Turner Construction Company Ltd. CB Finco Corporation

CB Resources Corporation Clark Builders Partnership Clark Turner Dawson Creek JV E.E. Cruz and Company Inc. FECO Equipment

Flatiron Construction Corp. Flatiron Constructors Canada Ltd. Flatiron Constructors Inc.

Flatiron Constructors Inc. - Blythe Development Company JV Flatiron Constructors Inc. Canadian Branch

Flatiron Electric Group

Flatiron Equipment Company Canada Flatiron Holding Inc.

Flatiron Parsons JV Flatiron West Inc. Flatiron/Dragados/Sukut JV Flatiron/Goodfellow Top Grade JV Flatiron/Turner Construction of New York LLC Flatiron-Blythe Development Company JV Flatiron-Branch Civi JV

Flatiron-Lane JV Flatiron-Skanska-Stacy and Witbec JV HOCHTIEF Americas GmbH HOCHTIEF Argentina S.A. HOCHTIEF USA Inc. Lakeside Alliance

Maple Red Insurance Company OMM Inc.

Real PM Ltd. Saddleback Constructors Services Products Buildings Inc. SourceBlue Canada Ltd. SourceBlue LLC

Date: 29 March 2022