Bradken : HCM Offer - Bidder's Statement

25 October 2016

The Manager

Company Announcements Office - Melbourne Australian Securities Exchange

Level 4, North Tower, Rialto 525 Collins Street

MELBOURNE VIC 3000

Dear Sir/Madam

Off-market bid by Hitachi Construction Machinery Co., Ltd. (HCM) to acquire all of the ordinary shares in Bradken Limited ACN 108 693 009

We act for HCM.

HCM is pleased to announce that it has today lodged its Bidder's Statement in respect of the Offer with the Australian Securities and Investments Commission. The Bidder's Statement was also served on Bradken Limited today (Bradken).

In accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), we enclose a copy of the Bidder's Statement dated 25 October 2016.

In accordance with section 633(4) of the Corporations Act, we advise that the date for determining Bradken shareholders who are to receive a copy of the bidder's statement is 7.00pm (Melbourne time) on 25 October 2016.

HCM and Bradken have agreed that the initial offer period will be approximately 15 weeks and will commence on 1 November 2016 and end on 10 February 2017, unless extended in accordance with the Corporations Act.

Yours faithfully

MINTER ELLISON

Contact: Alberto Colla T: +61 3 8608 2754 alberto.colla@minterellison.com

OUR REF: AXC BFO KXT 1140705

Level 23 Rialto Towers 525 Collins Street Melbourne

GPO Box 769 Melbourne VIC 3001 Australia DX 204 Melbourne T +61 3 8608 2000 F +61 3 8608 1000 minterellison.com

ME_133884310_1 (W2007)

BIDDER'S STATEMENT ACCEPT RECOMMENDED CASH OFFER

by Hitachi Construction Machinery Co., Ltd.[a body incorporated in Japan) to acquire all of your ordinary shares in Bradken LimitedABN 33 108 693 009 for $3.25 cash per Bradken Share

The Bradken Directors unanimously recommend that you

the HCM Offer, in the absence of a superior proposal

If you are in any doubt as to how to deal with this document, please contact your legal, financial, taxation or other professional adviser. If you have any questions about the HCM Offer or this document, or about how to accept the HCM Offer, please contact the HCM Offer Information Line on 1300 648 150 (toll free within Australia) or +61 3 9415 4156 (not toll free) from outside Australia.

Financial advisers Legal adviser

Key dates 3

Important notices 4

President's letter 7

Summary of the HCM Offer 9

Why You Should Accept the HCM Offer 11

1. Reasons why you should ACCEPT the HCM Offer 13

2. The HCM Offer - Your Questions Answered 17

3. Profile of HCM 21

4. Profile of Bradken 25

5. HCM's intentions in relation to Bradken 29

6. Sources of consideration 33

7. Taxation considerations 37

8. Additional information 41

9. Definitions and interpretation 47

10. Approval of Bidder's Statement 53

    Appendix 1 Terms of the HCM Offer 56

    Appendix 2 Conditions of the HCM Offer 62

    Corporate Directory 65

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    KEY DATES

    Date Offer announced

    Bidder's Statement lodged with ASIC, ASX and served on Bradken Offer opens

    Monday, 3 October 2016

    Tuesday, 25 October 2016

    Tuesday, 1 November 2016

    Offer closes (unless extended*) 7.00pm (AEDT time) on Friday, 10 February 2017

    * The closing date for the HCM Offer may be extended as permitted by the Corporations Act.

    HOW TO ACCEPT

    You may only accept the HCM Offer in respect of all your Bradken Shares. To accept the HCM Offer, you should proceed as follows:

    1

    Read

    Read this document in full. You should also read the Target's Statement prepared by Bradken.

    2

    Consult

    Consult your legal, financial, taxation or other professional adviser if you are in any doubt as to what action to take or how to accept the HCM Offer.

    3

    Complete or instruct

    Issuer Sponsored Holdings

    If your Bradken Shares are held in an Issuer Sponsored Holding (in which case your Shareholder Reference Number is prefixed with 'I'), to accept the HCM Offer in respect of those Bradken Shares you must complete and sign the enclosed Acceptance Form in accordance with the instructions on it and return it (using the enclosed pre-addressed envelope if you wish) together with all documents required by the instructions on it, so that they are received at the address given on the Acceptance Form before the end of the Offer Period.

    CHESS Holdings

    If your Bradken Shares are held in a CHESS Holding (in which case your Holder Identification Number is prefixed with 'X'), to accept the HCM Offer in respect of those Bradken Shares you must do one of the following:

11. instruct your Controlling Participant (usually your stockbroker) to initiate acceptance of the HCM Offer on your behalf, so as to be effective before the end of the Offer Period. However, if you are the Controlling Participant in respect of your Bradken Shares, to accept the HCM Offer you must initiate acceptance of the HCM Offer before the end of the Offer Period; or

12. complete and sign the enclosed Acceptance Form in accordance with the instructions on it and return it (using the enclosed pre-addressed envelope if you wish) together with all other documents required by those instructions on it, so that they are received at the address given on the Acceptance Form in sufficient time for your Controlling Participant to act on your instruction before the end of the Offer Period.

13. 4 Post

    Post your completed Acceptance Form in the enclosed pre-addressed envelope to:

    HCM Takeover Offer

    Computershare Investor Services Pty Limited GPO Box 52

    Melbourne VIC 3001

    Acceptance Forms must be received in sufficient time for your instruction to be processed by 7.00pm (AEDT time) on Friday, 10 February 2017, unless the HCM Offer is extended or withdrawn as permitted by the Corporations Act.

    Due to recent changes to delivery times by Australia Post, standard delivery may now take up to six Business Days, or longer from regional areas. Bradken Shareholders should bear this in mind when returning Acceptance Forms using Australia Post.

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