MACMAHON HOLDINGS LIMITED — M&A Activity 2017

Feb 13, 2017

14 February 2017

ASX Market Announcements Australian Securities Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

RE: CGI's TAKEOVER BID FOR MACMAHON HOLDINGS LIMITED – ASIC RELIEF GRANTED

CGI's takeover bid for Macmahon Holdings Limited – Offer extends to Macmahon shares issued on vesting of Macmahon Performance Rights

Section 9.1(b) of the Bidder's Statement for CIMIC Group Investments Pty Limited's ( CGI ) takeover bid for Macmahon Holdings Limited provides that, subject to CGI obtaining any necessary relief from the Corporations Act, CGI's offer extends to Macmahon fully paid ordinary shares ( Shares ) that are issued during the period from 7.00pm (Sydney time) on 25 January 2017 ( Register Date ) to the end of the offer period due to the vesting of, conversion of, or exercise of rights attaching to, Macmahon Performance Rights that are on issue at the Register Date ( Rights )[1] .

CGI confirms that the Australian Securities and Investments Commission ( ASIC ) has granted the necessary relief. The effect of the relief is to confirm that CGI's offer extends to Shares that are issued during the period from the Register Date to the end of the offer period due to the vesting of, conversion of, or exercise of rights attaching to, Rights that are on issue as at the Register Date.

If Macmahon issues Shares as a result of the vesting of Rights on or after the Register Date and before the end of the offer period, CGI may not regard the issue of such Shares on the vesting of Rights as non-fulfilment of the defeating condition in section 9.8(a)(i)(D) of its Bidder's Statement. This complies with the ASIC instrument attached,

A copy of the ASIC relief instrument is attached to this announcement.

Sincerely,

CIMIC GROUP LIMITED T + 61 2 9925 6666 F + 61 2 9925 6000

1 Without such relief the offer may not have been able to extend to Macmahon shares that are issued on vesting of Rights, given that such Rights may be considered to be derivatives and not securities for the purposes of section 617 of the Corporations Act.

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