MACA : Thiess Bidder's Statement

For personal use only

	Squire Patton Boggs (AU)
	Level 17, 88 Phillip Street
	GPO Box 5412
	Sydney NSW 2001
26 July 2022	O [phone]
F [phone]
	squirepattonboggs.com
	Ashley J. Rose
Online lodgement	T [phone]
[e-mail]
Market Announcements Office	Michael Gajic
ASX Limited	T [phone]
Exchange Centre	[e-mail]
20 Bridge Street
SYDNEY NSW 2000
FOR IMMEDIATE RELEASE TO THE MARKET

Dear Madam/Sir

Bidder's Statement - Thiess Group Investment Pty Limited's off-market takeover bid for MACA Limited

We act for Thiess Group Investments Pty Ltd (ACN 659 649 055) (TGI) and have been authorised by the board of TGI to provide this release.

We enclose in accordance with item 5 of subsection 633(1) of the Corporations Act 2001 (Cth) (the Act), a copy of TGI's Bidder's Statement in relation to TGI's off-market takeover bid for all the ordinary shares in MACA Limited (ACN 144 745 782) (MACA).

A copy of the Bidder's Statement was today lodged with the Australian Securities Investments Commission and was sent to MACA.

For the purposes of subsections 633(2) and 633(4) of the Act, TGI has set 8.00am (Sydney, Australia time) on 27 July 2022 as the date for determining the persons to whom information is to be sent under items 6 and 12 of section 633(1) of the Act.

Yours faithfully

Michael Gajic	Ashley Rose
Partner	Partner
Squire Patton Boggs (AU)	Squire Patton Boggs (AU)

45 Offices in 20 Countries

Squire Patton Boggs (AU) is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.

Please visit squirepattonboggs.com for more information.

017-8531-1649/1/AUSTRALIA

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

YOU SHOULD READ THIS DOCUMENT IN ITS ENTIRETY. IF YOU ARE IN ANY

DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR LEGAL,

FINANCIAL OR OTHER PROFESSIONAL ADVISER AS SOON AS POSSIBLE.

onlyuseBIDDER'S STATEMENT

personalThe MACA Board unanimously RECOMMENDS that you

ACCEPT

in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the Offer is Favourable to MACA Shareholders

the Cash Offer by

Thiess Group Investments Pty Ltd ACN 659 649 055

TO ACQUIRE ALL OF YOUR ORDINARY SHARES IN

ForMACA Limited ACN 144 745 782

OR $1.025 CASH FOR EACH MACA SHARE

Please call 1800 990 475 (for calls made within Australia) or [phone] (for calls made from outside Australia) from Monday to Friday between 8:30am and 5:30pm (Sydney, Australia time) if you require assistance with your acceptance.

Financial Advisers

Legal Adviser

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 adviser as soon as possible.

Important information and notices

only(a) Bidder's Statement

This Bidder's Statement is given by Thiess Group Investments Pty Ltd ACN 659 649 055 to MACA Limited ACN 144 745 782 under Part 6.5 of the Corporations Act and relates to the Offer. The Bidder's Statement is dated 26 July 2022 and includes in section 9 an Offer dated [●] to acquire Your MACA Shares.

(b) Thiess Group Investments Pty Ltd

Thiess Group Investments Pty Ltd ACN 659 649 055 is a wholly owned subsidiary of Thiess Group Holdings Pty Ltd

useACN 646 054 757.

(c) Australian Securities and Investments Commission

A copy of this Bidder's Statement was lodged with ASIC on 26 July 2022. Neither ASIC nor any of its officers takes any responsibility for the contents of this Bidder's Statement.

(d) Offers outside Australia

The distribution of this Bidder's Statement may, in some countries, be restricted by law or regulation. Accordingly,

personalpersons who come into possession of this Bidder's Statement should inform themselves of, and observe, those restrictions.

(e) Important notice to US shareholders

The Offer is made for the shares of an Australian registered company. It is important that US shareholders understand that the Offer is subject to disclosure requirements in Australia that are quite different from those in the US.

You should be aware that, subject to the Corporations Act, the Bidder or Thiess may purchase MACA Shares otherwise than under the Offer, such as in the open market or via privately negotiated purchases after the end of the Offer Period.

(f) Disclosure regarding forward looking statements

This Bidder's Statement includes certain forward looking statements and statements of current intention (which include those in section 4 of this Bidder's Statement). As such statements relate to future matters, they are subject to various inherent risks and uncertainties. These risks and uncertainties include factors and risks specific to the

Forindustries in which the Bidder, Thiess and MACA operate as well as matters such as general economic conditions, many of which are outside the control of the Bidder, Thiess and MACA and their respective directors and officers. These factors may cause the actual results, performance or achievements of the Bidder, Thiess and MACA to differ, perhaps materially, from the results, performance or achievements expressed or implied by those forecasts or forward looking statements. The past performance of the Bidder, Thiess and MACA is not a guarantee of future performance.

The forward looking statements do not constitute a representation that any such matter will be achieved in the amounts or by the dates indicated and are presented

as a guide to assist you in assessing the Offer. The forward looking statements are based on information available to the Bidder at the date of this Bidder's Statement. None of the Bidder, the officers of the Bidder, any persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfillment of any forward looking statement, or any events or results expressed or implied

in any forward looking statement, except to the extent required by law.

(g) Investment decisions

This Bidder's Statement does not take into account your individual investment objectives, financial or taxation situation or particular needs. You should therefore seek your own financial and taxation advice before deciding whether or not to accept the Offer.

(h) Information on MACA

All information in this Bidder's Statement relating to MACA has been prepared by the Bidder using information included in public documents filed by MACA or published by MACA on its website. None of the information in this the Bidder's Statement relating to MACA has been commented on or verified by MACA or independently verified by the Bidder for the purposes of this Bidder's Statement. Accordingly, subject to the Corporations Act, the Bidder does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on MACA in this Bidder's Statement should not be considered comprehensive. In addition, the Corporations Act requires the directors of MACA to provide a Target's Statement to MACA Shareholders in response to this Bidder's Statement, setting out certain material information concerning MACA.

(i) Privacy

The Bidder has collected your information from the Register for the purposes of making the Offer and, if accepted, administering your holding of MACA Shares. The Corporations Act requires the names and addresses of MACA Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to the Bidder's Related Bodies Corporate and external service providers, and may be required to be disclosed to regulators, such as ASIC.

The registered office of the Bidder is Level 5, 179 Grey Street, South Brisbane, Queensland.

(j) Defined terms and interpretation

Unless otherwise noted, capitalised terms and certain abbreviations used in this Bidder's Statement are defined in the Glossary in section 10 of this Bidder's Statement. That section also sets out certain rules of interpretation which apply to this Bidder's Statement.

2	Thiess Bidder's Statement

Key dates

only
Announcement Date	26 July 2022
	The Bidder's Statement lodged with ASIC and ASX	26 July 2022
	Date of Offer	[●]
	Date of Offer Conditions notice*	[●]
	Offer closes (unless extended or withdrawn in accordance with the	7.00pm (Sydney, Australia time) on [●]
	Corporations Act)*
	* This date is indicative only and may be changed as permitted by the Corporations Act.
For personal use

Thiess Bidder's Statement

3

Online acceptance: to accept the Offer online, you must log in tohttps://events.miraqle.com/maca-takeover,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 your Controlling Participant to carry out those instructions, before the end of the Offer Period;

Acceptance Form: to accept the Offer using a physical acceptance form, complete the enclosed CHESS Acceptance Form in accordance with the instructions on it and return it in the enclosed envelope or, by post to an address on the CHESS Acceptance Form or by email to [e-mail]. For return of a CHESS Acceptance Form to be an effective acceptance of the Offer, it must be received in time for the Share Registry to give instructions to your Controlling Participant, and your Controlling Participant to carry out those instructions, before the end of the Offer Period; or

Contact your Controlling Participant: contact your Controlling Participant (usually your Broker) and instruct them to accept the Offer on your behalf so that it is processed before 7.00pm (Sydney, Australia time) on the last day of the Offer Period.

Acceptance Form: to accept the Offer using a physical acceptance form, complete the enclosed Issuer Acceptance Form in accordance with the instructions on it and return it in the enclosed envelope, by post to the address on the Issuer Acceptance Form or by email to [e-mail] so that it is received before 7.00 pm

(Sydney, Australia time) on the last day of the Offer Period.

Online acceptance: to accept the Offer online, you must log in tohttps://events.miraqle.com/maca-takeover,follow the instructions, select the "Accept" option and submit your acceptance of the Offer before the Offer closes; or

How do I accept the Offer?

You may only accept the Offer for all of Your MACA Shares. onlyAcceptances must be received before the end of the Offer Period.

For Issuer Sponsored Holdings of MACA Shares (Securityholder Reference Number beginning with "I"), you may accept the Offer online or by using the enclosed Issuer Acceptance Form.

(1)

(2)

useFor CHESS Holdings of MACA Shares (Holder Identification Number beginning with "X"), you may accept the Offer online, by using the enclosed CHESS Acceptance Form, or by contacting your Controlling Participant. To accept the Offer, you must comply with the ASX Settlement Operating Rules by doing one of the following:

(1)

personal(2)

(3)

The website for lodgement of online acceptances is https://events.miraqle.com/maca-takeover.

Offer Information Line

If you have any questions in relation to this document, the Offer or how to accept the Offer, please call the Offer Information Line on 1800 990 475 (for calls made within Australia) or [phone] (for calls made from outside Australia) from Monday to Friday between 8:30am and 5:30pm (Sydney, Australia time). Please note that calls to these numbers may be recorded.

For

4	Thiess Bidder's Statement