Cimic : Bidder's Statement Bidder's Statement(PDF File 1.3 MB)

10 October 2016

BY ELECTRONIC LODGEMENT

Company Announcements ASX Limited

Exchange Centre 20 Bridge Street

Sydney NSW 2000

Dear Sirs

Off-market bid by CIMIC Group Investments No. 2 Pty Limited for UGL Limited (ASX:UGL)

We act for CIMIC Group Investments No. 2 Pty Limited (ACN 610 264 189)(CGl2), a wholly owned subsidiary of CIMIC Group Limited (ACN 004 482 982).

In accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth) (Act), we enclose for lodgement a copy of CGl2's Bidder's Statement dated 10 October 2016 in relation to CGl2's off-market takeover bid for all the ordinary shares in UGL Limited (ACN 009 180 287) (UGL).

A copy of the Bidder's Statement was sent to UGL today.

For the purposes of sections 633(2) and 633(4) of the Act, CGl2 has set 7.00pm (AEDT) on 11 October 2016 as the register date.

(_;::)

Michael Gajic

Michael Scarf

Partner Partner Senior Associate

Contact: Michael Scarf T: +61 2 9921 4045 michael.scarf@minterellison.com

Partner: Ben Smith T: +61 2 9921 4092 ben.smith@minterellison.com

Partner: Michael Gajic T: +61 2 9921 4181 Michael.gajic@minterellison.com

enclosure

Level 40 Governor Macquarie Tower 1 Farrer Place Sydney GPO Box 521 Sydney NSW 2001 Australia DX 117 Sydney T +61 2 9921 8888 F +61 2 9921 8123 minterellison.com

ME_133565758_1 (W2007)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

YOU SHOULD READ THIS DOCUMENT IN ITS ENTIRETY. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISER AS SOON AS POSSIBLE.

Bidder's Statement

Cash Offer by

CIMIC Group Investments No. 2 Pty Limited ACN 610 264 189, a wholly owned Subsidiary of CIMIC Group Limited ACN 004 482 982

TO ACQUIRE ALL OF YOUR ORDINARY SHARES IN UGL Limited (ACN 009 180 287)

FOR $3.15 CASH FOR EACH UGL SHARE

If you have any queries about the Offer, you may also call the CIMIC Offer Information Line on 1300 648 874 (for calls made within Australia) or +61 2 8355 1000 (for calls made from outside Australia) between 9.00am and 5.00pm (AEDT) Monday to Friday.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to how to deal with this document, you should consult your Broker or your legal, financial or other professional adviser as soon as possible.

IMPORTANT INFORMATION AND NOTICES

1. Bidder's Statement

   This Bidder's Statement is given by CIMIC Group Investments No. 2 Pty Limited ACN 610 264 189 to UGL Limited ACN 009 180 287 under Part 6.5 of the Corporations Act and relates to the Offer. This Bidder's Statement is dated 10 October 2016 and includes an Offer dated [*] 2016 to acquire Your UGL Shares.

2. CIMIC Group Investments No. 2 Pty Limited

   CIMIC Group Investments No. 2 Pty Limited ACN 610 264 189 is a wholly owned Subsidiary of CIMIC Group Limited ACN 004 482 982. Unless otherwise specified, in this document CIMIC Group Investments No. 2 Pty Limited is referred to as CGI2 and CIMIC Group Limited is referred to as CIMIC.

3. Australian Securities and Investments Commission

   A copy of this Bidder's Statement was lodged with ASIC and sent to ASX on 10 October 2016. Neither ASIC nor ASX nor any of their officers takes any responsibility for the contents of this Bidder's Statement.

4. Offers outside Australia

   The distribution of this Bidder's Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of, and observe, those restrictions.

5. Important notice to US shareholders

   The Offer is made for the shares of an Australian registered company. It is important that US shareholders understand that the Offer is subject to disclosure requirements in Australia that are quite different from those in the US.

   You should be aware that, subject to the Corporations Act, CGI2 or CIMIC may purchase UGL Shares otherwise than under the Offer, such as in open market or privately negotiated purchases after the end of the Offer Period.

6. Forward looking statements

   This Bidder's Statement includes certain forward looking statements and statements of current intention (which include those in Section 4 of this Bidder's Statement). As such statements relate to future matters, they are subject to various inherent risks and uncertainties. These risks and uncertainties include factors and risks specific to the industries in which CGI2, CIMIC and UGL operate, as well as matters such as general economic conditions, many of which are outside of the control of CGI2, CIMIC or UGL and their respective directors. These factors may cause the actual results, performance or achievements of CGI2, CIMIC or UGL to differ, perhaps materially, from the results, performance or achievements expressed or implied by those forecasts or forward looking statements. The past performance of CGI2, CIMIC and UGL is not a guarantee of future performance.

   The forward looking statements do not constitute a representation that any such matter will be achieved in the amounts or by the dates indicated and are presented as a guide to assist you in assessing the Offer. The forward looking statements are based on information available to CGI2 at the date of this Bidder's Statement.

7. Investment decisions

   This Bidder's Statement does not take into account your individual investment objectives, financial or taxation situation or particular needs. You should therefore seek your own financial and taxation advice before deciding whether or not to accept the Offer.

8. Information on UGL

   All information in this Bidder's Statement relating to UGL has been prepared by CGI2 using information included in public documents filed by UGL or published by UGL on its website. None of the information in this Bidder's Statement relating to UGL has been commented on or verified by UGL or independently verified by CGI2 for the purposes of this Bidder's Statement. Accordingly, subject to the Corporations Act, CGI2 does not make any representation or warranty, express or implied, as to the accuracy or completeness of such information. The information on UGL in this Bidder's Statement should not be considered comprehensive. In addition, the Corporations Act requires the directors of UGL to provide a Target's Statement to UGL Shareholders in response to this Bidder's Statement, setting out certain material information concerning UGL.

9. Privacy

   CGI2 has collected your information from the Register for the purposes of making the Offer and, if accepted, administering your holding of UGL Shares. The Corporations Act requires the names and addresses of UGL Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to CGI2's Related bodies corporate and external service providers, and may be required to be disclosed to regulators, such as ASIC. The registered office of CGI2 is 177 Pacific Highway, North Sydney, NSW 2060, Australia.

10. Defined terms and interpretation

Unless otherwise noted, capitalised terms and certain abbreviations used in this Bidder's Statement are defined in the Glossary in Section 10. That Section also sets out certain rules of interpretation which apply to this Bidder's Statement.