CIMIC : TARGETS STATEMENT RELEASED IN RESPONSE TO HOCHTIEF OFFER

28 MARCH 2022

TARGET'S STATEMENT RELEASED IN RESPONSE TO HOCHTIEF AUSTRALIA OFFER

CIMIC Group Limited (CIMIC) announces that it has today released its target's statement (Target's Statement) in response to the off-market takeover offer by HOCHTIEF Australia Holdings Limited, for all of the ordinary shares in CIMIC in which HOCHTIEF does not have a relevant interest at an offer price of $22.00 cash per share (Offer).

Following the announcement of the Offer, the CIMIC Board of Directors established the Independent Board Committee (IBC), comprising independent directors Russell Chenu and Kate Spargo, with responsibility for considering, evaluating and responding to the Offer.

The IBC appointed Grant Thornton Corporate Finance Pty Limited as Independent Expert to assess the merits of the Offer. The Independent Expert has concluded that the Offer is fair and reasonable to CIMIC Shareholders other than HOCHTIEF Australia. The Independent Expert has assessed the estimated market value of CIMIC Shares on a controlling and 100% basis to be in the range of $19.26 and $25.05 per CIMIC Share

The IBC unanimously recommends that CIMIC Shareholders accept the Offer in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Offer is fair and reasonable to CIMIC Shareholders. In addition, each IBC member intends to accept the Offer in respect of all CIMIC Shares held or controlled by them or held on their behalf in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Offer is fair and reasonable to CIMIC Shareholders.

The Target's Statement sets out the IBC's reasons for its recommendation and other information that is material to shareholders in assessing the Offer. CIMIC Shareholders should read the Target's Statement (including the Independent Expert's Report) carefully in full and, if required, seek independent advice if they are in any doubt as to how to respond to the Offer.

The Target's Statement has or will be sent to HOCHTIEF and lodged with the Australian Securities and Investments Commission today.

The Target's Statement will be dispatched to CIMIC Shareholders today by the following means:

• 1. if shareholders have nominated an email address to receive communications from CIMIC, then they will receive an email to their nominated email address with a link to an electronic copy of the Target's Statement; and

• 2. if shareholders have not nominated an email address to receive communications from CIMIC, then they will receive a letter from CIMIC to their registered postal address, which will contain details of where they can access an electronic copy of the Target's Statement or how to request a hard copy of the Target's Statement.

CIMIC Shareholders may also request a hard copy of the Target's Statement be sent to them (if in Australia, by pre-paid ordinary post or by courier, or, if outside Australia, by pre-paid airmail post or by courier) by contacting the CIMIC information line on 1300 620 408 (within Australia) or +61 3 9415 4639 (outside Australia) between 9:00am and 5:00pm (AEST) Monday to Friday, excluding public holidays.

ENDS

Issued by CIMIC Group Limited ABN 57 004 482 982www.cimic.com.au Authorised by the Independent Board Committee

Contacts

Mr Justin Grogan, Investor Relations T+61 2 9925 6628

Ms Fiona Tyndall, Communications T+61 2 9925 6188

CIMIC Group (ASX:CIM) is an engineering-led construction, mining, services and public private partnerships leader working across the lifecycle of assets, infrastructure and resources projects. CIMIC Group comprises our construction businesses CPB Contractors, Leighton Asia and Broad, our mining and mineral processing companies Thiess (joint control) and Sedgman, our services specialist UGL and our public private partnerships arm Pacific Partnerships - all supported by our in-house engineering consultancy EIC Activities. Our mission is to generate sustainable shareholder returns by delivering innovative and competitive solutions for clients and safe, fulfilling careers for our people. With a history since 1899, and around 29,000 people in around 20 countries, we strive to be known for our principles of Integrity, Accountability, Innovation and Delivery, underpinned by Safety. CIMIC is a member of the S&P/ASX 200 index, the Dow Jones Sustainability Australia Index and FTSE4Good.

Target's Statement

This Target's Statement has been issued in response to the off-market takeover bid made by HOCHTIEF

Australia Holdings Limited (ACN 103 181 675) (HOCHTIEF Australia) for all of your ordinary shares in CIMIC Group Limited (ACN 004 482 982) (CIMIC).

THE CIMIC INDEPENDENT BOARD COMMITTEE UNANIMOUSLY RECOMMENDS THAT YOU

ACCEPT

THE OFFER FROM HOCHTIEF AUSTRALIA, IN THE ABSENCE OF A SUPERIOR PROPOSAL AND SUBJECT TO THE INDEPENDENT EXPERT CONTINUING TO CONCLUDE THAT THE OFFER IS FAIR AND REASONABLE TO CIMIC SHAREHOLDERS.

The Independent Expert has concluded that the Offer is fair and reasonable to CIMIC Shareholders other than HOCHTIEF Australia.

This is an important document and requires your immediate attention.

If you are in doubt as to how to deal with this document, you should consult your financial or other professional adviser immediately.

CIMIC Shareholders can call the CIMIC Shareholder Information Line on 1300 620 408 (within Australia) or +61 3 9415 4639 (outside Australia) if they require assistance.

This document is a Target's Statement issued by CIMIC Group Limited (ACN 004 482 982) (CIMIC) under Part 6.5, Division 3 of the Corporations Act in response to the off-market takeover bid made by HOCHTIEF Australia Holdings Limited (ACN 103 181 675) (HOCHTIEF Australia) for all of the CIMIC Shares in which HOCHTIEF Australia does not have a Relevant Interest (Offer).

ASIC and ASX disclaimer

A copy of this Target's Statement was lodged with ASIC and given to ASX on 28 March 2022. Neither ASIC nor ASX, nor any of their respective officers, take any responsibility for the content of this Target's Statement.

Defined terms and interpretation

Capitalised terms used in this Target's Statement are defined in section 12. The rules of interpretation that apply to this Target's Statement are also set out in section 12.

No account of personal circumstances

The CIMIC Independent Board Committee recommends that you read this Target's Statement and the

Bidder's Statement in full and seek independent advice if you have any queries in respect of the Offer.

The information contained in this Target's Statement does not constitute personal advice. In preparing

this Target's Statement, CIMIC has not taken into account the objectives, financial situation or needs of individual CIMIC Shareholders. It is important that you consider the information in this Target's Statement

in light of your particular circumstances. You should seek advice from your financial, legal or other professional adviser before deciding whether to accept or reject the Offer.

Forward-looking statements

This Target's Statement contains forward-looking statements, including statements of current intention or expectation. As such forward-looking statements relate to future matters, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by such forward-looking statements.

None of CIMIC or any of its Directors, officers or advisers give any representation, assurance or guarantee to CIMIC Shareholders or any other person as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any events or results expressed or implied in any forward-looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this Target's Statement (including in the Independent Expert's Report) reflect views held only as at the date of this Target's Statement. Except as

required by applicable law, CIMIC does not undertake to update or revise these forward-looking statements nor any other statements (written or oral) that may be made from time to time by or on behalf of CIMIC, whether as a result of new information, future events or otherwise.

Disclaimer as to information about HOCHTIEF Australia

The information on HOCHTIEF Australia contained in this Target's Statement has been compiled from and prepared by CIMIC using information obtained from HOCHTIEF Australia or publicly available information (including information contained in the Bidder's Statement) and has not been independently

audited or verified by CIMIC or its advisers. Accordingly, subject to the Corporations Act, CIMIC does not make any representation or warranty (express or implied) as to the accuracy or completeness of such information. If any information obtained from HOCHTIEF Australia or the public sources is inaccurate or incomplete, this may affect the information included in this Target's Statement. In particular, if the information has been used as the basis for forward-looking statements in this Target's Statement, this may add to the risk that actual values, results, performance or achievements will differ materially from those expressed or implied by the forward-looking statements.

Independent Expert's Report

The Independent Expert's Report has been prepared by the Independent Expert for the purposes of this

Target's Statement and the Independent Expert takes full responsibility for that report. Neither CIMIC nor any of its officers, employees or advisers assumes any responsibility for the accuracy or completeness of the Independent Expert's Report.

Foreign jurisdictions

The release, publication or distribution of this Target's Statement may be restricted by law or regulation

in some jurisdictions outside Australia. Accordingly, persons outside Australia who come into possession of this Target's Statement should seek advice and observe any such restrictions. Any failure to comply

with such restrictions may constitute a violation of applicable laws or regulations.

This Target's Statement has been prepared in accordance with Australian law and the information contained in this Target's Statement may not be the same as that which would have been disclosed if

this Target's Statement had been prepared in accordance with laws and regulations outside Australia.

Privacy

CIMIC has collected your information from the CIMIC share register for the purpose of providing you with this Target's Statement. Such information may include the name, contact details and shareholdings of

CIMIC Shareholders and the names of persons appointed to act as proxy, attorney or corporate representative of CIMIC Shareholders. Without this information, CIMIC would be hindered in its ability to issue this Target's Statement.

The Corporations Act requires the name and address of shareholdings to be held in a public register.

Personal information of the type described above may be disclosed on a confidential basis to CIMIC and its Related Bodies Corporate, holders of CIMIC Shares and external service providers (including the Registry), and may be required to be disclosed to regulators, such as ASIC. If you would like details of information about you held by CIMIC, please contact us on the CIMIC Shareholder Information Line as set out below.

Diagrams

Diagrams appearing in this Target's Statement are illustrative only and may not be drawn to scale.

Rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this

Target's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Target's Statement.

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