ASX Announcement Takeover bid by Hitachi Construction Machinery (HCM) Bidder’s Statement and Target’s Statement released today Bradken Directors confirm their unanimous recommendation that shareholders ACCEPT the offer from HCM in the absence of superior proposal Independent Expert (Grant Thornton) concludes the offer is fair and reasonable Offer of $3.25 per share represents a 34% premium to Bradken’s closing price on 3 October and a 90% premium to Bradken’s 90 trading day VWAP 25 October 2016 Bradken Limited (Bradken) today released its Target’s Statement in relation to the offer by HCM to acquire all of the issued shares in Bradken by way of an off-market takeover for $3.25 per Bradken Share (Offer). The Offer is currently scheduled to open on 1 November 2016 and close on 10 February 2017. The Target’s Statement has been lodged with the Australian Securities and Investments Commission and given to HCM today. As required by item 14 of section 633(1) of the Corporations Act 2001 (Cth), a copy of the Target’s Statement is enclosed. HCM has also released its Bidder’s Statement today. Bradken’s Board of Directors has conducted a detailed assessment of HCM’s Offer and sought the opinion of Independent Expert, Grant Thornton. Grant Thornton has concluded that the Offer is fair and reasonable to Bradken Shareholders, in the absence of a Superior Proposal and estimates Bradken’s equity value to be in the range of $2.79 to $3.37 per Share on a controlling and fully diluted basis. The Board unanimously recommends that shareholders accept the Offer in the absence of a Superior Proposal. In addition, each of the Directors who hold or control Shares intends to accept the Offer in respect of those shares in the absence of a Superior Proposal. Bradken’s Chairman, Mr Phil Arnall, said: “The Board has carefully assessed the Offer from HCM and sought the advice of an Independent Expert. We believe that the offer represents an attractive premium for Bradken shareholders on all metrics.” “Bradken’s management team, led by Paul Zuckerman, continues to work hard on the Bradken transformation program and is making pleasing progress in tough market conditions. This clear roadmap for transformation, including potential EBITDA upside outlined to the market at our August results presentation, has also provided additional perspective in framing the Board's recommendation. This is reinforced by the opinion of Grant Thornton.” “Upon successful conclusion of the Offer, Bradken – which has a proud history in mining and industrial services – will join with one of the world’s leading machinery companies to form a premium global business.” Bradken’s Target’s Statement outlines six key reasons why Bradken shareholders should accept the Offer from HCM: the Independent Expert has concluded that the Offer is fair and reasonable to Bradken Shareholders in the absence of a Superior Proposal; the Consideration of $3.25 cash is an attractive price reflecting a premium to recent trading prices, being a premium of: o 34% to closing price on 3 October (date of announcement) ©2016 BRADKEN o 40% to 30 trading day VWAP (calculated to 3 October) o 76% to 60 trading day VWAP (calculated to 3 October) o 90% to 90 trading day VWAP (calculated to 3 October); HCM’s Offer of $3.25 cash per Share provides you with certainty of value (subject to the satisfaction of the Offer Conditions); Bradken’s Share price may fall if the Offer is unsuccessful and no Superior Proposal emerges; there are risks associated in being a minority Shareholder of Bradken if the Offer is successful; and since the announcement of the Offer, no Superior Proposal has emerged. The Offer is subject to a number of conditions, including the Bidder and its Associates together having a relevant interest in more than 50% of all Shares (on a fully diluted basis), FIRB approval, receipt of a number of competition and regulatory approvals in the United States, Canada, Australia and South Africa and other conditions as outlined in the Bidder’s Statement. Key dates for the Offer are as follows: Date Bidder’s Statement lodged with ASIC, ASX and served on Bradken 25 October 2016 Date of Target’s Statement 25 October 2016 Offer opens 1 November 2016 7.00pm (Sydney time) Scheduled close of HCM’s Offer Period (unless extended or withdrawn) 10 February 2017 Media contact: Lauren Thompson +61 438 954 729 ©2016 BRADKEN Target’s Statement by Bradken Limited (ABN 33 108 693 009) in response to the Offer by Hitachi Construction Machinery Co., Ltd. to acquire all of your Bradken Shares Your Directors unanimously recommend that you ACCEPT HCM’s Offer to acquire all of your Bradken Shares for $3.25 cash per Share, in the absence of a Superior Proposal. This is an important document and requires your immediate attention. You should read the entire document. If you are in doubt as to what you should do, you should consult your investment, financial, taxation or other professional adviser. For more information, please call the Shareholder Information Line on 1300 131 543 (within Australia) or +61 1300 131 543 (outside Australia) between 9.00am and 5.00pm (Sydney time) Monday to Friday. Financial Adviser Legal Adviser CONTENTS 2 l BRADKEN TARGET’S STATEMENT CONTENTS 1.0 CHAIRMAN’S LETTER 9 2.0 REASONS TO ACCEPT THE OFFER 12 3.0 POSSIBLE REASONS YOU MAY CHOOSE NOT TO ACCEPT THE OFFER 19 4.0 QUESTIONS ABOUT HCM’S OFFER 22 5.0 YOUR CHOICES AS A BRADKEN SHAREHOLDER 29 6.0 INFORMATION ABOUT BRADKEN 32 7.0 INFORMATION ABOUT HCM 36 8.0 KEY TERMS OF THE OFFER 40 9.0 DIRECTORS’ RECOMMENDATION AND INTERESTS 46 10.0 OTHER IMPORTANT INFORMATION 50 11.0 RISK FACTORS 54 12.0 ADDITIONAL INFORMATION 58 13.0 TAXATION INFORMATION 64 14.0 GLOSSARY AND INTERPRETATION 69 15.0 AUTHORISATION 73 CORPORATE DIRECTORY 74 ANNEXURE A – INDEPENDENT EXPERT’S REPORT 75 BRADKEN TARGET’S STATEMENT l 3 KEY DATES Date Bidder’s Statement lodged with ASIC, ASX and served on Bradken 25 October 2016 Date of this Target’s Statement 25 October 2016 Offer opens 1 November 2016 Scheduled close of HCM’s Offer Period (unless extended or withdrawn) 7.00pm (Sydney time) 10 February 2017 4 l BRADKEN TARGET’S STATEMENT IMPORTANT NOTICES Bradken Shareholder Information Line Corporations Act. Bradken has established the Bradken Shareholder Effect of rounding Information Line, which Bradken Shareholders may call if they have any queries in relation to HCM’s A number of figures, amounts, percentages, prices, Offer. The telephone number for the Bradken estimates, calculations of value and fractions in Shareholder Information Line is 1300 131 543 (for this Target’s Statement are subject to the effect of calls made from within Australia) or +61 1300 131 rounding. Accordingly, their actual calculations may 543 (for calls made from outside Australia) and will differ from the calculations set out in this Target’s be available Monday to Friday between 9.00am Statement. and 5.00pm (Sydney time). Any telephone calls to these numbers may be taped, recorded, indexed No account of personal circumstances and stored. This Target’s Statement and the recommendations Further information relating to HCM’s Offer can be and other information contained in it do obtained from Bradken’s website (www.bradken. not constitute financial product advice. The com) or on the ASX website (www.asx.com.au ASX recommendations and other information contained code: BKN). in this Target’s Statement do not take into account the individual investment objectives, financial or tax Nature of this document situation or particular needs of each shareholder, and should not be taken as personal financial or This document is the Target’s Statement dated 25 taxation advice, as each Shareholder’s deliberations October 2016 given by Bradken under Part 6.5 and decision will depend upon their own financial Division 3 of the Corporations Act. This Target’s situation, tax position, investment objectives and Statement is given in response to the Bidder’s particular needs. Bradken is not licensed to provide Statement by HCM dated 25 October 2016. This financial advice. document and the Bidder’s Statement should be read in their entirety. It is important that you read this Target’s Statement and the Bidder’s Statement in their entirety before ASIC and ASX disclaimer making any investment decision and any decision relating to the Offer. Your Directors encourage you A copy of this Target’s Statement has been lodged to obtain independent advice from your investment, with ASIC and sent to the ASX on 25 October financial, taxation or other professional adviser 2016. Neither ASIC nor ASX nor any of their before making a decision whether or not to accept respective officers takes any responsibility for the HCM’s Offer. content of this Target’s Statement. Forward looking statements Defined terms and interpretation Some of the statements appearing in this Target’s Statement are forward looking statements. All Capitalised terms used in this Target’s Statement statements other than statements of historical are defined in Section 14 of this Target’s fact are forward looking statements, which Statement. Section 14 also sets out some rules generally may be identified by the use of forward of interpretation which apply to this Target’s looking words such as “believe”, “aim”, “expect”, Statement. In addition, unless the contrary intention “anticipate”, “intending”, “foreseeing”, “likely”, appears or the context requires otherwise, words “should”, “planned”, “may”, “estimate”, “potential”, and phrases used in this Target’s Statement have or other similar words. Similarly, statements the same meaning and interpretation as in the that describe the objectives, plans, goals or expectations of Bradken or any member of the Bradken Group may be forward looking statements.