11 April 2014

ASX Market Announcements

Australian Securities Exchange Limited

Level 4

20 Bridge Street

SYDNEY NSW 2000

Vanessa Rees

Group Company Secretary

Leighton Holdings Limited

ABN 57 004 482 982

472 Pacific Highway

St Leonards NSW 2065 Australia

PO Box 1002

Crows Nest NSW 1585, Australia

www.leighton.com.au

T (02) 9925 6666

F (02) 9925 6005

Re: Proportional Takeover Bid by HOCHTIEF Australia Holdings Limited - Notice of fulfilment of FIRB defeating condition

HOCHTIEF has notified Leighton today that the Foreign Investment Review Board has no objections to the HOCHTIEF offer to acquire 3 out of every 8 of your shares in Leighton for

$22.50 cash per share (the Offer). A copy of the letter is attached.

The Offer is now unconditional and accordingly, any contract arising from the acceptance of the Offer is now binding.

The Offer, unless extended, will remain open until 7.00pm (AEST) on 9 May 2014. Shareholders should be mindful of the tight timeframe for considering the Offer and, if

accepting, completing the necessary paperwork. Given the Easter and ANZAC Day long

weekends will fall during the Offer period, shareholders may have limited time to consider the documentation from Leighton and HOCHTIEF.

Shareholders are encouraged to read both Leighton's and HOCHTIEF's documents.

If you have any questions in relation to the Offer, you should obtain professional advice from your broker, financial advisor, accountant or other professional adviser. You may also call the Leighton Shareholder Information Line on 1300 388 415 (within Australia) or +61 3 9415 4032 (outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday.

Yours faithfully

LEIGHTON HOLDINGS LIMITED

VANESSA REES

Group Company Secretary

Our ref: Partner : Direct line: Ema i l : Contaet: Dlrect line : Email:

STMENPE2 30018538

Stephen Menzles

+6 1 2 9258 6133 stephen.men z i e s @ashur st.com N lcole Pedler, Lawyer

+61 2 9258 6170

n lcole. pe d le r@ a s hurst. co m

Ashurst Australia

Leve! 36, Grosvenor Piace

225 George Street

Sydney NSW 2000

Australia

GPO Box 9938

Sydney NSW 2001

Australia

11 Aprii 2014
Ms Vanessa Rees Company Secretary Leighton Holdings Limited
472 Pacific Hi ghway
St Leonards NSW 2065
Dear Ms Rees

Tel +61 2 9258 6000

Fax +61 2 9258 6999


DX 388 Sydney www.ashurst.com

HOCHTIEF Australia Holdings Limited ACN 103 181 675 - Proportional takeover bid for Leighton Holdings Limited ACN 004 482 982 (ASX:LEI)

We act for HOCHTIEF Australia Holdings Limited ACN 103 181 675 (HOCHTIEF) in relation to its off-market proportional takeover bid for 37.5% of each Leighton Holdings Limited ACN 004 482
982 (Leighton) shareholder's shares in Leighton that HOCHTIEF does not already hold (Offer).
On behalf of HOCHTIEF, we enclose a notice of fulfilment of defeating condition under section
630(4) of the Corporations Aet 2001 (Cth) in respect of the Offer.
Yours faithfully

Ashurst Australia

AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED 0FFICE) !TALY JAPAN PAPUA NEW GUINEA SAUDIARABIA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA

Ashurst Australia (ABN 75 304 286 095) is a generai partnership constituted under the laws of the Australian Capitai Territory carrying on practice under the name "Ashurst" under llcence from Ashurst LLP. Ashurst LLP ls a limited liabllity partnershlp registered In England and Wales, and is a separate legai entity from Ashurst Australia. In Asia, Ashurst Australia, Ashurst LLP and their respective affiliates provide legai services under the name "Ashurst". Ashurst Australia, Ashurst LLP or thelr respectlve affiliates has an offlce In each of the places listed above.

229242481.01

HOCHTIEF AUSTRALIA HOLDINGS LIMITED ABN 17 103 181 675 NOTICE OF FULFILMENT OF DEFEATING CONDITION UNDER SECTION 630(4) OF THE CORPORATIONS ACT 2001 (CTH)

TO: Leighton Holdings Limited ABN 57 004 482 982
ASX Limited ABN 98 008 624 691
This is a notice given by HOCHTIEF Australia Holdings Limited ABN 17 103 181 675 (HOCHTIEF) in relation to the offers dated 31 March 2014 made under its off-market proportional takeover bid to acquire 37.5% of each Leighton Holdings Limited ABN 57 004 482 982 (Leighton) shareholder's ordinary shares in Leighton (Offer) pursuant to its Bidder's Statement dated 14
March 2014 as amended by the First Supplementary Bidder's Statement dated 2 Aprii 2014 (together, the Bidder's Statement).
In accordance with section 630(4) of the Corporations Act 2001 (Cth), HOCHTIEF gives notice that the condition to the Offer contained in Section 9.8(a) of the Bidder's Statement (relating to HOCHTIEF receiving written notice issued by or on behalf of the Treasurer that there are no objections under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (as amended) or the Australian Government's foreign investment policy to the acquisition of ordinary shares in Leighton by HOCHTIEF under the Offer) has been fulfilled and, accordingly, any contract arising from the acceptance of the Offer is now binding.
Dated: 11 Aprii 2014
Signed for and on behalf of HOCHTIEF.

David Robinson
Director

l

229229357. 02

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