CIMIC GROUP LIMITED

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING.The following applies to the Tender Offer Memorandum (the “Tender Offer Memorandum”), the Letter of Transmittal (the “Letter of Transmittal”) and the Notice of Guaranteed Delivery attached as Appendix A to the Tender Offer Memorandum (the “Notice of Guaranteed Delivery” and, together with the Tender Offer Memorandum and the Letter of Transmittal, the “Offer Materials”) following this page and you are, therefore, advised to read this page carefully before accessing the Offer Materials. By accessing the Offer Materials, you agree to be bound by all of the following terms and conditions, including any modifications to them communicated to you from time to time.

The Offer Materials contain important information which should be read carefully before any decision is made with respect to the Tender Offer (as defined below). If any holder or a beneficial owner of Notes (as defined below) is in any doubt as to the contents of the Offer Materials or as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser or legal adviser.

Confirmation of your representation: By accessing the attached Offer Materials, you shall be deemed to have represented to the CIMIC Finance (USA) Pty Ltd (formerly Leighton Finance (USA) Pty Ltd) (the “Company”), CIMIC Group Limited (formerly Leighton Holdings Limited) (the “Parent Guarantor”), The Hongkong and Shanghai Banking Corporation Limited and Société Générale (the “Dealer Managers”) and D.F. King & Co., Inc. (the “Information Agent”) that:

(a)             you are a holder or a beneficial owner of any of the outstanding 5.950% Guaranteed Senior Notes Due 2022 (the “Notes”) issued by the Company;

(b)            you are a person to whom it is lawful to receive the Offer Materials or for the Company to make an invitation to tender any Notes held by you for purchase by the Company for cash (the “Tender Offer”); and

(c)             you consent to receipt of the Offer Materials by electronic transmission.

The Offer Materials are being provided to you in an electronic form. Your use of the electronic form of the Offer Materials is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. None of the Company, the Parent Guarantor, the Dealer Managers or the Information Agent accepts any liability or responsibility whatsoever in respect of any difference between the attached Offer Materials distributed to you in electronic format and the hard copy version available to you on request from the Information Agent.

The Offer Materials are available only to a person into whose possession such Offer Materials may be lawfully delivered in accordance with the laws of the jurisdiction in which that person is located.

ANY DISTRIBUTION OR ANY REPRODUCTION OF THE OFFER MATERIALS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF CERTAIN JURISDICTIONS.

To the fullest extent permitted by law, each of the Dealer Managers and the Information Agent disclaims and does not accept any responsibility for the contents of the attached Offer Materials and for any other statement, made or purported to be made by the Dealer Managers or the Information Agent or on behalf of any of them in connection with the Tender Offer. Each of the Dealer Managers and the Information Agent accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of the Offer Materials or any such statement.

Materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer in any location where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or the relevant affiliate on behalf of the Company in such jurisdiction where it so licensed and the Tender Offer is not being made in any such jurisdiction where neither of the Dealer Managers nor any of their respective affiliates is so licensed. 

NONE OF THE ATTACHED OFFER MATERIALS HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR THE REGULATORY AUTHORITY OF ANY COUNTRY. NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE TENDER OFFER, PASSED UPON THE MERITS OR FAIRNESS OF THE TENDER OFFER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ATTACHED STATEMENT OR ANY RELATED DOCUMENTS, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

By clicking “I AGREE” below, you acknowledge and agree to the terms and conditions set forth above.  Specifically, by clicking “I AGREE” below, you acknowledge that you are a person into whose possession the Offer Materials may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you do not so acknowledge and agree, you are not entitled to enter the website. If this is the case you must leave the website by clicking “I DISAGREE” below.