MACMAHON HOLDINGS LIMITED — M&A Activity 2017

Mar 1, 2017

SIXTH SUPPLEMENTARY BIDDER'S STATEMENT

In relation to the Offer by

CIMIC GROUP INVESTMENTS PTY LIMITED

ACN 126 876 953

to acquire fully paid ordinary shares in

MACMAHON HOLDINGS LIMITED

ACN 007 634 406

ACCEPT

THE UNCONDITIONAL

CASH OFFER TO ACQUIRE ALL OF YOUR ORDINARY SHARES IN MACMAHON HOLDINGS LIMITED FOR $0.145 CASH FOR EACH MACMAHON SHARE

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. If you have any queries about the Offer, you may also call the CIMIC Offer Information Line on 1300 648 874 (for calls made within Australia) or +61 2 8355 1000 (for calls made from outside Australia) between 9.00am and 5.00pm (AEDT) Monday to Friday.

SIXTH SUPPLEMENTARY BIDDER'S STATEMENT

This document is a supplementary Bidder's Statement under section 643 of the Corporations Act 2001 (Cth).

It is the sixth supplementary Bidder's Statement ( Sixth Supplementary Bidder's Statement ) issued by CIMIC Group Investments Pty Limited ACN 126 876 953 ( CGI ) to the Bidder's Statement lodged with ASX, Macmahon Holdings Limited and ASIC on and dated 24 January 2017 ( Original Bidder's Statement ) as amended by the first supplementary bidder's statement dated 31 January 2017 ( First Supplementary Bidder's Statement ), the second supplementary bidder's statement dated 9 February 2017 ( Second Supplementary Bidder's Statement ), the third supplementary bidder's statement dated 17 February 2017 ( Third Supplementary Bidder's Statement ), the fourth supplementary bidder's statement dated 1 March 2017 ( Fourth Supplementary Bidder's Statement ) and the fifth supplementary bidder's statement dated 2 March 2017 ( Fifth Supplementary Bidder's Statement ) issued by CGI in relation to its off-market takeover bid for all of the ordinary shares in Macmahon Holdings Limited ACN 007 634 406 ( MAH ).

This Sixth Supplementary Bidder's Statement supplements, and should be read together with, the Original Bidder's Statement, the First Supplementary Bidder's Statement, the Second Supplementary Bidder's Statement, the Third Supplementary Bidder's Statement, the Fourth Supplementary Bidder's Statement and the Fifth Supplementary Bidder's Statement. This document will prevail in the event of any inconsistency with the Original Bidder's Statement as amended by the First Supplementary Bidder's Statement, the Second Supplementary Bidder's Statement, the Third Supplementary Bidder's Statement, the Fourth Supplementary Bidder's Statement and the Fifth Supplementary Bidder's Statement. Unless the context requires otherwise, terms defined in the Original Bidder's Statement as amended by the First Supplementary Bidder's Statement, the Second Supplementary Bidder's Statement, the Third Supplementary Bidder's Statement, the Fourth Supplementary Bidder's Statement and the Fifth Supplementary Bidder's Statement have the same meaning where used in this document.

A copy of this Sixth Supplementary Bidder's Statement was lodged with ASIC on and is dated 2 March 2017. Neither ASIC nor any of its officers takes any responsibility for the contents of this document.

Page 2

2 MARCH 2017 CIMIC'S OFFER FOR MACMAHON NOT TO BE EXTENDED[1] ; OFFER PRICE FINAL

ACCEPT CIMIC’S CASH OFFER OR RISK HIGHLY CONDITIONAL AMNT PROPOSAL AND UNCERTAIN FUTURE WITH MACMAHON

OFFER WILL CLOSE ON 9 MARCH AT 7.00PM SYDNEY TIME[1]

CIMIC refers to the unconditional off-market takeover offer ( Offer ), made by its wholly owned subsidiary CIMIC Group Investments Pty Limited ( CGI ), for all of the shares it does not own in Macmahon Holdings Limited ( Macmahon ) for $0.145[2] in cash per Macmahon share and confirms that:

• Its Offer will not be extended and will close at 7.00pm (Sydney time), 9 March 2017[1] ; and

• Its Offer price of $0.145[2] in cash per Macmahon share is final and will not be increased in any circumstances during the Offer Period, including in response to the risky, non-binding, highly conditional AMNT asset proposal.

IF YOU ACCEPT CIMIC’S OFFER, YOU WILL RECEIVE A:

IF YOU STAY, YOU WILL BE EXPOSED TO:

• No cash consideration

• Certain value

• No dividends in the short term

• Unconditional

• Cash offer

• For all of your shares

• At an attractive premium

• Payment within 7 business days[3]

• Without paying brokerage

• Significantly increased risk profile

• Facts (deteriorating financial performance) that do not support optimistic guidance

• Trusting in uncertain non-binding AMNT proposal that dilutes shareholders’ interests

• Share price decline

ACCEPT THE CIMIC OFFER NOW

1 If, within the last 7 days of the Offer Period, CGI’s voting power in Macmahon increases to more than 50%, then the Offer Period is automatically extended under section 624(2) of the Corporations Act so that it ends 14 days after that event.

2 The Offer Price of $0.145 per Macmahon Share is subject to the offer terms outlined in the Bidder’s Statement. If Macmahon pays any dividend or capital distribution to Shareholders between 24 January 2017 and the close of the Offer Period, CGI will deduct the value of such dividends or capital distributions (but not any franking credits) from the $0.145 per Share to be paid under the Offer.

3 After receipt of your valid acceptance.

CGI encourages all Macmahon Shareholders to ACCEPT the Offer as soon as possible.

CGI's Offer is unconditional . This means that if you accept the Offer, CGI will pay you the Offer price seven business days after receipt of your valid acceptance.

Acceptance Forms must be received BEFORE 7.00pm (Sydney time), 9 March 2017[1] .

How to ACCEPT the Offer

How you accept the Offer depends on whether your Macmahon Shares are in an Issuer Sponsored Holding or a CHESS Holding.

You have been sent an Acceptance Form with the Bidder's Statement (an Issuer Acceptance Form or a Chess Acceptance Form), which will be the Acceptance Form to be used in relation to your Macmahon Shares.

Issuer Sponsored Holders (Securityholder Reference Number beginning with "I"):

To accept the Offer you must complete, sign and return the Issuer Acceptance Form in accordance with the instructions on it to the address indicated on the form so that it is received BEFORE 7.00pm (Sydney time), 9 March 2017[1] .

Acceptance Forms can be sent by post, or by facsimile to +61 3 9473 2093 or email to CimicOffer@computershare.com.au (subject to receipt of original documents).

For Acceptance Forms sent by email or fax, the original Acceptance Form (including any documents required in order to validly process acceptances, such as certified copies of powers of attorney) must still be posted in accordance with the instructions on the Acceptance Form, and CGI will not be obliged to pay the consideration until it receives those documents.

CHESS Holders (Holder Identification Number beginning with "X"):

If your Macmahon Shares are held in a broker sponsored holding, to accept the Offer contact your broker directly before the end of the Offer Period. Alternatively, you can return your validly completed Acceptance Form to the address indicated on the form or by facsimile to +61 3 9473 2093 or email to CimicOffer@computershare.com.au (subject to receipt of original documents). Your Acceptance Form must be received by CGI in time to give instructions to your Controlling Participant, and for your Controlling Participant to carry out those instructions, before the end of the Offer Period.

Information line

Macmahon shareholders who have any questions about the Offer or want to request a new Acceptance Form may call the CIMIC Offer Information Line on 1300 648 874 (for calls made within Australia) or +612 8355 1000 (for calls made from outside Australia) between 9.00am and 5.00pm (Sydney time) Monday to Friday.

ENDS

Issued by CIMIC Group Limited ABN 57 004 482 982 www.cimic.com.au

Further information

Ms Marta Olba, Group Manager Investor Relations T+61 2 9925 6134 Ms Fiona Tyndall, General Manager Communications T+61 2 9925 6188

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CIMIC Group Limited (ASX: CIM) is one of the world’s leading international contractors and the world’s largest contract miner. CIMIC Group has operations that have been in existence since 1934, was listed on the Australian Securities Exchange in 1962 and has its head office in Sydney, Australia. CIMIC provides construction, mining, mineral processing, engineering, concessions, and operation and maintenance services to the infrastructure, resources and property markets. It operates in more than 20 countries throughout the Asia Pacific, the Middle East, North America, Sub-Saharan Africa and South America and, as at 31 December 2016, employed approximately 50,500 people directly and through its investments.

APPROVAL OF SIXTH SUPPLEMENTARY BIDDER'S STATEMENT

This Sixth Supplementary Bidder's Statement has been approved by a resolution of the directors of CGI.

DATED 2 March 2017

SIGNED for and on behalf of CIMIC Group Investments Pty Limited by:

Angel Muriel

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Director

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