UGL : 24/11/2016 - Confirmation of Release - CIM - CIMIC's holding in UGL now greater than 50%

CIMIC refers to the final2, unconditional off-market takeover offer (Offer), made by its wholly owned subsidiary CIMIC Group Investments No. 2 Pty Limited (CGI2), for all of the shares it does not own in UGL Limited (UGL) for $3.15 per share in cash.

The Offer Period has been automatically extended3 to 7.00pm (AEDT), Thursday, 8 December 2016 as a result of CGI2 acquiring voting power in UGL of more than 50%1. See the attached notice.

The Offer Period will not be further extended unless CGI2 obtains a relevant interest in at least 75% of UGL Shares before the close of the Offer in which event the Offer Period will be extended by 14 days from the date CGI2 obtains such relevant interest.

ACCEPT now to ensure prompt payment

CGI2 encourages all UGL Shareholders to ACCEPT the Offer NOW to ensure payment of $3.15 per share in cash within seven business days after the Offer is accepted.

Acceptance Forms must be received BEFORE 7.00pm (AEDT), Thursday, 8 December 2016.

Information Line

UGL shareholders who have any other questions about the Offer or want to request a new Acceptance Form may call the CIMIC Offer Information Line on 1300 648 874 (for calls made within Australia) or +612 8355 1000 (for calls made from outside Australia) between 9.00am and 5.00pm (AEDT) Monday to Friday.

ENDS

Ms Marta Olba, Group Manager Investor Relations T+61 2 9925 6134 Ms Fiona Tyndall, General Manager Communications T+61 2 9925 6188

CIMIC Group Limited (ASX: CIM) is one of the world's leading international contractors and the world's largest contract miner. CIMIC Group has operations that have been in existence since 1934, was listed on the Australian Securities Exchange in 1962 and has its head office in Sydney, Australia. CIMIC provides construction, mining, mineral processing, engineering, concessions, and operation and maintenance services to the infrastructure, resources and property markets. It operates in more than 20 countries throughout the

1 CGI2 has a relevant interest in 50.45% of all UGL Shares as at 4.30pm on Thursday 24 November 2016 based on latest acceptances of its Offer and latest on-market purchases of UGL Shares on behalf of CGI2.

2 The Offer Price is final, and cannot be increased during the Offer Period, in the absence of a competing proposal and is subject to the Offer terms specified in the Bidder's Statement.

3 Offer extended in accordance with section 624(2) of the Corporations Act 2001 (Cth)

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Asia Pacific, the Middle East, North America, Sub-Saharan Africa and South America and, as at 30 September 2016, employed approximately 44,000 people directly and through its investments.

Corporations Act 2001 (Cth) Section 624(2)

Each holder of UGL Shares to whom the Offer referred to below has been made but has not accepted the Offer at the time this notice is given

This is a notice given by CIMIC Group Investments No. 2 Pty Limited ACN 610 264 189 (CGI2) in relation to the offers dated 25 October 2016 made under the off-market takeover bid by CGI2 for all of the ordinary shares in UGL (Offer) pursuant to the Bidder's Statement dated 10 October 2016 as amended by the first supplementary Bidder's Statement dated 26 October 2016, the second supplementary Bidder's Statement dated 3 November 2016, the third supplementary Bidder's Statement dated 7 November 2016, the fourth supplementary Bidder's Statement dated 7 November 2016, the fifth supplementary Bidder's Statement dated 10 November 2016, the sixth supplementary Bidder's Statement dated 14 November 2016 and the seventh supplementary Bidder's Statement dated 21 November 2016.

In accordance with section 624(2) of the Corporations Act 2001 (Cth), CGI2 gives notice that its voting power in UGL increased to more than 50% on 24 November 2016. As a result of that increase, the period during which the Offer remains open for acceptance has been automatically extended by 14 days in accordance with section 624(2) of the Corporations Act 2001 (Cth).

The Offer will now close at 7.00pm (AEDT) on Thursday, 8 December 2016, unless CGI2 obtains a relevant interest in at least 75% of UGL Shares before the close of the Offer in which event the Offer Period will be extended by 14 days from the date CGI2 obtains such relevant interest.

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Angel Muriel Director