Macmahon : Change in Substantial Holding from CIM

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To Company Name/Scheme Macmahon Holdings Limited (MAH)

ACN/ARSN 007 634 406

1. Details of substantial holder (1)

   Name i) CIMIC Group Investments Pty Limited (CGI)

2. CIMIC Group Limited (CIMIC)

3. Each of CIMIC's controlled entities as set out in Annexure "A" excluding CGI (CIMIC Controlled Entities)

4. HOCHTIEF AG (HOCHTIEF) and its subsidiaries

5. Actividades de Construcción y Servicios, SA and its Group subsidiaries (ACS)

   ACN/ARSN (if applicable) i) CGI: 126 876 953

   ii) CIMIC: 004 482 982

   There was a change in the interests of the

   substantial holder on 24/01/2017

   The previous disclosure was given to the company on 24/01/2017 The previous disclosure was dated 24/01/2017

6. Previous and present voting power

   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:

   Class of securities (4)	Previous disclosure		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary shares	246,631,927	20.54%	263,153,321	21.91%

7. 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
   24/01/2017	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries (see Annexure B) ACS	On-market purchase	$2,395,602.13	16,521,394 Ordinary Shares	16,521,394

   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:

8. 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 as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   CGI	CGI	CGI	Registered holder	263,153,321	263,153,321
   CIMIC, and CIMIC Controlled Entities (see Annexure A)	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	263,153,321	263,153,321
   HOCHTIEF and its subsidiaries	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	263,153,321	263,153,321
   ACS	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	263,153,321	263,153,321

9. 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
   Not applicable	Not applicable

10. Addresses

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

Name	Address
CGI	Level 25, 177 Pacific Highway, North Sydney, NSW, 2060
CIMIC and CIMIC Controlled Entities	Level 25, 177 Pacific Highway, North Sydney, NSW, 2060
HOCHTIEF AG and its subsidiaries	Opernplatz 2, 45128 Essen, Germany
ACS	Avda. Pio nº102, 28036 Madrid, Spain

Signature

print name Louise Griffiths capacity Company Secretary,CGI

sign here date

25 / 01 / 2017

DIRECTIONS

1. 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.

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

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

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

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

6. Include details of:

7. 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

8. 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.

9. 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.

10. 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'".

11. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is annexure A of 6 pages referred to in Form 604 Notice of change of interest of substantial holder in connection with CIMIC.

............................................................................. 25 / 01 / 2017

Louise Griffiths Date

Company Secretary, CGI

CIMIC Group Entities

Each of the following entities is an associate of CIMIC because CIMIC controls it (s 12(2)(a)):

CIMIC GROUP LIMITED AND CONTROLLED ENTITIES	Interest held	Place of Incorporation
145 Ann Street Pty Ltd	100%	QLD
145 Ann Street Trust	100%	QLD
512 Wickham Street Pty Ltd	100%	NSW
512 Wickham Street Trust	100%
A.C.N. 126 130 738 PTY LTD	100%	VIC
A.C.N. 151 868 601 PTY. LTD.	100%	VIC
Arus Tenang SDN BHD	100%	Malaysia
Ashmore Developments Pty Limited	100%	NSW
Ausindo Holdings Pte Ltd	100%	Singapore
BCJHG Nominees Pty Ltd	100%	VIC
BKP Electrical Limited (in liquidation)	100%	Fiji
BCJHG Trust	100%
Boggo Road Project Pty Limited	100%	QLD
Boggo Road Project Trust	100%	QLD
Broad Construction Services (NSW/VIC) Pty Ltd	100%	WA
Broad Construction Services (QLD) Pty Ltd	100%	QLD
Broad Construction Services (WA) Pty Ltd	100%	WA
Broad Group Holdings Pty Ltd	100%	WA
CIMIC Admin Services Pty Limited	100%	NSW
CIMIC Finance (USA) Pty Ltd	100%	NSW
CIMIC Finance Limited	100%	NSW
CIMIC Group Investments No. 2 Pty Limited	100%	VIC
CIMIC Group Limited	VIC
CIMIC Residential Investments Pty Ltd	100%	VIC
Contrelec Engineering Pty Ltd	100%	QLD
CPB Contractors (PNG) Limited (formerly known as LCPL (PNG) Limited)	100%	Papua New Guinea
CPB Contractors Pty Ltd	100%	NSW
D.M.B. Pty. Ltd.	59%	QLD
Devine Bacchus Marsh Pty Ltd	59%	QLD
Devine Building Management Services Pty Ltd	59%	QLD
Devine Colton Avenue Pty Ltd	59%	QLD
Devine Constructions Pty Ltd	59%	QLD
Devine Funds Pty Ltd	59%	VIC
Devine Funds Unit Trust	59%
Devine Homes Pty Ltd	59%	QLD
Devine Land Pty Ltd	59%	QLD
Devine Limited	59%	QLD
Devine Management Services Pty Ltd	59%	QLD