UGL : 15/11/2016 - Confirmation of Release - UGL - Appendix 3B

ABN: 85 009 180 287

Level 10, 40 Miller Street North Sydney NSW 2060 Australia

Telephone: +61 2 9492 8888

Facsimile: +61 2 9492 8844 www.ugllimited.com

To: ASX Market Announcements

From: Lyn Nikolopoulos

Pages: 9 (incl. this page)

Date: 15 November 2016

Subject Appendix 3B

Please find attached an Appendix 3B for the grant of rights under UGL's Deferred STI plan for FY2016.

UGL has been granted a waiver from listing rule 7.9 which, subject to satisfaction of a number of conditions, permits UGL to grant these rights. Further details on the waiver and the conditions are set out in section 9.6 of the Target's Statement dated 7 November 2016. Any shares allocated on vesting of the rights within the period of 3 months after UGL was notified of CIMIC Group Investments No.2 Pty Limited's (CIMIC) offer will be satisfied solely by the transfer of existing shares previously acquired on market from the UGL employee share plan trust to the relevant employees. The remaining conditions applying to the waiver have been satisfied, having regard to CIMIC's Fourth Supplementary Bidders' Statement that the offer for shares in UGL Limited is free of the 'prescribed occurrences' condition contained in section 9.8 of the Bidder's Statement.

The proposed treatment of these rights is set out section 9.5(c) of the Target's Statement. In summary, the rights will vest in full, on and with effect from the date CIMIC achieves a shareholding of 50% or more, or a change of control occurs as defined in section 50AA of the Corporations Act.

Your sincerely

Company Secretary

www.ugllimited.com Page 1 of 1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

UGL Limited

ABN

85 009 180 287

We (the entity) give ASX the following information.

You must complete the relevant sections (attach sheets if there is not enough space).

Rights (unquoted)

1 +Class of +securities issued or to be issued

279, 264

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   The rights are granted under UGL's FY16 Deferred STI Plan.

   Ordinarily the rights vest on 1 September 2018. Please refer to sections 9.5 and 9.6 of UGL's Target's Statement dated 7 November

   2016, which outlines the effect of the takeover offer by CIMIC on the rights.

   At vesting, the rights will convert to ordinary shares on a one for one basis.

2. Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

   +securities, the amount

   outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

   No, the rights do not rank equally with the existing class of quoted securities.

   The rights do not have any voting rights or rights to receive dividends.

   If the rights vest and are converted to ordinary shares, those ordinary shares will rank equally with existing fully paid ordinary shares (including the right to vote and receive dividends).

3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

   If the additional +securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     In satisfaction of FY16 deferred short term incentive entitlements.

4. Issue price or consideration

   The rights are granted under UGL's Deferred STI Plan in relation to FY2016.

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Not applicable

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Not applicable

6b The date the security holder resolution under rule 7.1A was passed

Not applicable

6c Number of +securities issued without security holder approval under rule 7.1

Not applicable

6d Number of +securities issued with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

Not applicable

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f Number of +securities issued under an exception in rule 7.2

Not applicable

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values.

Include the source of the VWAP calculation.

Not applicable

6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

15 November 2016

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

9 Number and +class of all

+securities not quoted on ASX (including the +securities in section 2 if applicable)