CIMIC : Completion of Dispatch of Bidder's Statement

For personal use only

	CLIFFORD CHANCE
	LEVEL 16, NO. 1 O'CONNELL STREET
	SYDNEY NSW 2000
	AUSTRALIA
	TEL [phone]
	FAX [phone]
	www.cliffordchance.com
Lodged via	Our ref: 66-41031000
ASX Online	Direct Dial: [phone]
	E-mail: [e-mail]
Market Announcements Office	11 March 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) - Completion of dispatch

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

We enclose, as required by item 8 of section 633(1) of the Corporations Act 2001 (Cth), a notice stating that today HOCHTIEF has completed sending its replacement bidder's statement dated 3 March 2022 (which contains an offer dated 10 March 2022) to shareholders of CIMIC Group Limited ACN 004 482 982 ("CIMIC") in relation to HOCHTIEF's off-market takeover bid for all of the ordinary shares in CIMIC in which it does not already have a relevant interest.

Yours sincerely

David Clee		Jacob Kahwaji
Partner		Partner
Clifford Chance		Clifford Chance

10227961867-v1

- 1-

66-41031000

For personal use only

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

$ .00

22for

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This Offer is dated 10 March 2022 and will close at 7:00pm (Sydney time) on 11 April 2022, unless extended (or withdrawn).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 code.	Scan Me

Legal Advisor

Financial Advisor

Contents

Page Section

1. Letter from HOCHTIEF Australia
2. Summary of The Offer

6	Reasons Why You Should Accept HOCHTIEF Australia's Offer
8	Key Questions
10	1.	Information on HOCHTIEF Australia and the HOCHTIEF Group
12	2.	Information on CIMIC and CIMIC Shares
15	3.	HOCHTIEF Australia's Intentions
only
18	4.	Sources of Consideration
20	5.	Tax Considerations
23	6.	Other Material Information
26	7.	The Offer Terms
32	8.	Definitions and Interpretation
35	9.	Approval of Bidder's Statement
37	Corporate Directory

Important Notices

Replacement Bidder's Statement	by HOCHTIEF Australia for the purposes of this
This Bidder's Statement is a replacement Bidder's	Bidder's Statement. Accordingly, subject to the
Statement given by HOCHTIEF Australia Holdings	Corporations Act, HOCHTIEF Australia does not
Limited ACN 103 181 675 (HOCHTIEF Australia)	make any representation or warranty, express or
to CIMIC Group Limited ACN 004 482 982 (CIMIC)	implied, as to the accuracy or completeness of
nder Part 6.5 of the Corporations Act (as modified	this information. The information on CIMIC in this
use	Bidder's Statement should not be considered
by ASIC Class Order [CO 13/528]).	comprehensive. In addition, the Corporations Act
The date of this Bidder's Statement is 3 March
requires the directors of CIMIC to provide a Target's
2022. This Bidder's Statement replaces the
Australia, may cause actual results or events to be
personalBidder's Statement.
original Bidder's Statement dated and lodged	Statement to CIMIC Shareholders in response to
with the Australian Securities and Investments	this Bidder's Statement, setting out certain material
Commission (ASIC) on 23 February 2022 (Original	information concerning CIMIC.
Bidder's Statement) and includes in Section 7 an	Forward looking statements
Offer dated 10 March 2022 to acquire Your CIMIC	This Bidder's Statement contains forward looking
Shares and also sets out certain disclosures	statements, including statements of current
required by the Corporations Act.	intention, statements of opinion and predictions
References in this Bidder's Statement to 'the date	as to possible future events. Forward looking
f this Bidder's Statement' (or similar) should be	statements are not based on historical facts, but
read as references to 3 March 2022.	are based on, among other things, HOCHTIEF
Australian Securities and Investments	Australia's assumptions, expectations, estimates,
objectives, plans and intentions as at the date of
Commission	this Bidder's Statement.
A copy of this Bidder's Statement was lodged with	These forward looking statements are subject to
ASIC on 3 March 2022. Neither ASIC nor any of its	risks, uncertainties and assumptions which could
officers take any responsibility for the contents of	cause actual results or events to differ materially
this Bidder's Statement.	from the expectations described in such forward
References in this Bidder's Statement	looking statements. While HOCHTIEF Australia
to HOCHTIEF AG's website	believes that the expectations reflected in the
(https://www.hochtief.com/), to CIMIC's website	forward looking statements in this document
(https://www.cimic.com.au/), or to ASX's website	are reasonable, no assurance can be given that
(www.asx.com.au), are for your reference only.	such expectations will prove to be correct. Other
Information contained in or otherwise accessible	matters as yet not known to HOCHTIEF Australia
from those websites does not form part of this	or not currently considered material by HOCHTIEF
HOCHTIEF Group information	materially different from those expressed, implied
or projected in any forward looking statements.
The information on the HOCHTIEF Group contained	Any forward looking statement contained in this
For
in this Bidder's Statement, to the extent that it	document is qualified by this cautionary statement.
incorporates or reflects information on CIMIC, has	Except as required by applicable law, HOCHTIEF
been prepared using publicly available information.	Australia does not undertake to update or revise
This information has not been independently verified	these forward looking statements, whether as a
by HOCHTIEF Australia. Accordingly, subject to the	result of new information, future events or otherwise.
Corporations Act, HOCHTIEF Australia does not
CIMIC Shareholders outside Australia
make any representation or warranty, express or
implied, as to the accuracy or completeness of the	This distribution of this Bidder's Statement in
information.	jurisdictions outside Australia may be restricted
Investment decisions	by law, and persons who come into possession
This Bidder's Statement does not take into account	of it should seek advice on and observe any
such restrictions. Any failure to comply with
the investment objectives, financial situation and
such restrictions may constitute a violation of
particular needs of any person. Before deciding
applicable securities.
whether or not to accept the Offer you may wish to
This Bidder's Statement complies with Australian
seek independent financial and taxation advice.
Information on CIMIC	disclosure requirements and, unless otherwise
indicated, Australian accounting standards. These
All information in this Bidder's Statement relating to	disclosure requirements and accounting standards
CIMIC has been prepared by HOCHTIEF Australia	may differ to those in other countries.
using information included in public documents	This Bidder's Statement and the Offer do not in any
filed by CIMIC or published by CIMIC on its
way constitute an offer in any place which, or to
website. None of the information in this Bidder's
any person to whom, it would not be lawful to make
Statement relating to CIMIC has been commented
such an offer.
on or verified by CIMIC or independently verified

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/dataprotection or contact [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.

For personal use only

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.

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