DGAP-Adhoc: HOCHTIEF Aktiengesellschaft: HOCHTIEF approves submission of the unconditional and final off-market takeover offer to the outstanding shareholders of CIMIC by HOCHTIEF Australia

HOCHTIEF approves submission of the unconditional and final off-market takeover offer to the outstanding shareholders of CIMIC by HOCHTIEF Australia

Essen, 23 February 2022 - HOCHTIEF Aktiengesellschaft ("HOCHTIEF"), through its wholly owned Australian subsidiary HOCHTIEF Australia Holdings Limited ("HOCHTIEF Australia"), holds a stake of approx. 78.58 % in Australian company CIMIC Group Limited ("CIMIC"). Today HOCHTIEF has approved the submission by HOCHTIEF Australia of an unconditional and final off-market takeover offer ("Offer") to acquire each CIMIC share held by the free float shareholders of CIMIC other than HOCHTIEF Australia (each a "CIMIC Shareholder") for AU$ 22 cash per CIMIC share ("Offer Price"). Under the Offer terms, if a CIMIC Shareholder accepts the Offer in respect of its CIMIC shares, then HOCHTIEF Australia will be entitled to all of the rights attaching to those CIMIC shares, which includes the amount of any dividends declared or paid by CIMIC after the date of announcement of the Offer. The Offer can lead to HOCHTIEF increasing its indirect shareholding in CIMIC to up to 100 %.

HOCHTIEF has agreed to provide HOCHTIEF Australia with all amounts HOCHTIEF Australia is required to pay under, or in connection with, the Offer under an offer funding agreement. The maximum aggregate amount of cash consideration that HOCHTIEF Australia would be required to pay under the Offer (66,665,467 CIMIC shares multiplied by the Offer Price) is expected to amount, when converted into Euro to approx. EUR 940 million. To finance the payment obligation in respect of the Offer, HOCHTIEF has entered into a transaction facility with a consortium of banks.

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