Broadspectrum : Change of interests of substantial holder

8ac84040-9433-4c3d-9de1-56849747e94f.pdf

Allens

Deutsche Bank Place

Corner Hunter and Phillip Streets Sydney NSW 2000 Australia

T +61 2 9230 4000

F +61 2 9230 5333

GPO Box 50

Sydney NSW 2001 Australia DX 105 Sydney

www.allens.com.au ABN 47 702 595 758

27 June 2016

Company Secretary Broadspectrum Limited Level 10, 111 Pacific Highway North Sydney NSW 2060	Market Announcements Office ASX Limited Level 4 20 Bridge Street Sydney NSW 2000
By email: a.nesbitt@broadspectrum.com.au	By electronic lodgement

Dear Sir/Madam

Notification pursuant to section 671B of the Corporations Act

We act for Ferrovial Services Australia Pty Limited (the Bidder), a wholly owned subsidiary of Ferrovial S.A.. We refer to the off-market takeover bid by the Bidder to acquire all of the shares in Broadspectrum Limited (the Target) (the Offer) on the terms set out in the Replacement Bidder's Statement dated 23 December 2015 (as supplemented or amended) (the Bidder's Statement), which closed at 7pm (Sydney time) on 20 May 2016.

We attach an ASIC Form 604 (Notice of change of interests of substantial holder) in relation to a change in relevant interests held by the Bidder as a result of the compulsory acquisition of all remaining shares in the Target.

Yours faithfully

Richard Kriedemann

Partner

Attach

Our Ref GDAB:RXKS:120461162

awsp A0136430276v1 120461162 27.6.2016

604 page 2/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Broadspectrum Limited ("Broadspectrum")

ACN/ARSN ACN 000 484 417

1. Details of substantial holder (1)

Name This notice is given by Ferrovial, S.A. on its own behalf and on behalf of each of its subsidiaries ("Ferrovial") which include Ferrovial Services Australia Pty Limited ("Bidder") and each of the entities in Annexure A.

ACN/ARSN (if applicable) ACN 609 542 556

There was a change in the interests of the substantial holder on	27/06/2016
The previous notice was given to the company on	20/05/2016
The previous notice was dated	20/05/2016
2. Previous and present voting power

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares in Broadspectrum ("Broadspectrum Shares")	477,171,829	93.11% (based on 512,457,716 Broadspectrum Shares on issue as at the date of this notice)	512,457,716	100% (based on 512,457,716 Broadspectrum Shares on issue as at the date of this notice)

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

1. Changes in relevant interests

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   27/06/2016	Ferrovial (including Bidder)	Acquisition of relevant interest in Broadspectrum Shares:	A$1.50 per Broadspectrum Share	35,285,887 Broadspectrum Shares	35,285,887

2. pursuant to, or as a result of , contracts arising upon acceptances of the offer made by Bidder to acquire Broadspectrum Shares as set out in Bidder's replacement Bidder's Statement dated 23 December 2015; and

3. as a result of the compulsory acquisition of shares pursuant to section 661A of the Corporations Act 2001 (Cth)

4. Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

5. Present relevant interests

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered	Nature of relevant interest (6)	Class and number of securities	Person's votes affected
   Ferrovial	Various persons who	Bidder (subject to the contracts	Bidder has a relevant interest in the	512,457,716	512,457,716
   			Broadspectrum Shares under ss608(1)(c)
   			and 608(8) of the Corporations Act as a result of the acceptances of the Offer.
   (including the Bidder)	have accepted the Offer	referred to in paragraph 3 above)	Ferrovial (other than Bidder) are taken under s608(3) of the Corporations Act to have a deemed relevant interest (or voting	Broadspectrum Shares
   			power) in the Broadspectrum Shares in
   			which Bidder has a relevant interest.

6. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association
   N/A

7. Addresses

8. The addresses of persons named in this form are as follows:

   Name	Address
   Ferrovial and the other entities set out in Annexure A (other than Bidder)	Ferrovial, S.A. Calle Principe de Vergara 135, 28002, Madrid, Spain
   Bidder	Level 33, 101 Collins Street Melbourne, Victoria, Australia

   Signature

   Signed on behalf of Ferrovial

   print name Kate Zorzi capacity Company Secretary

   sign here date 27/06/2016

   DIRECTIONS

9. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

10. See the definition of "associate" in section 9 of the Corporations Act 2001.

11. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

12. The voting shares of a company constitute one class unless divided into separate classes.

13. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

14. Include details of:

15. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

16. (b)	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
    See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
    (7)	Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
    (8)	If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
    (9)	Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.