UGL : 07/12/2016 - Confirmation of Release - UGL - Ceasing to be a substantial holder

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	UGL Limited 009 180 287
ACN/ARSN

1. Details of substantial holder (1)

   Name	Allan Gray Australia Pty Ltd (Allan Gray Australia) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A
   ACN/ARSN (if applicable)	112 316 168 (ACN of Allan Gray Australia)

   The holder ceased to be a substantial holder on	6 December 2016
   The previous notice was given to the company on	11 November 2014
   The previous notice was dated	11 November 2014

2. Changes in relevant interests

   Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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:

   Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
   See Annexure A, Table 3

3. Changes in association

   The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
   See Annexure A, Table 3

4. Addresses

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

Name	Address
The Group	C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney, NSW 2000

Signature

print name	Eugene Tan	Company Secretary
sign here	date 7 December 2016

UGL Limited

Print name	Eugene Tan	Company Secretary
Sign here		Date: 7 December 2016

THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 605

Table 1 - Related bodies corporate

Orbis Allan Gray Limited	Orbis Mansfield Street Properties Ltd
Orbis Holdings Limited	Orbis Investment Management (BVI) Limited (OIMLBVI)
Orbis Investment Management Limited (OIML)	Orbis Investment Advisory Pty Limited
Orbis Asset Management Limited (OAML)	Allan Gray (Holdings) Pty Ltd
Orbis Administration Limited	Orbis Investment Advisory (Hong Kong) Limited
Orbis Investment Research Limited	Orbis Client Services (Canada) Limited
Orbis Investment Management (MIS) Limited	Orbis Holdings (UK) Limited
Triple Blue Holdings Limited	Orbis Investment Management (Europe) LLP
Pictet Overseas Trust Corporation and Pictet Trustee Company SA	Orbis Investment Management (Luxembourg) S.A

The following entities are associates of Allan Gray Australia and each other by virtue of being related bodies corporate.

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No	Fund name	Manager	Code	Registered holder	Persons entitled to be registered holder
1.	Allan Gray Australia Equity Fund	AGA	SMEF	Citibank N.A., Sydney Branch as SMEF's custodian	Equity Trustees Limited as SMEF's responsible entity
2.	Allan Gray Australia Opportunity Fund	AGA	SMSF	Citibank N.A., Sydney Branch as SMSF's custodian	Equity Trustees Limited as SMSF's responsible entity
3.	Warakirri Australian Equities Pensions and Charities Fund	AGA	SMWA	ANZ Nominees Ltd as SMWA's custodian	Warakirri Asset Management Pty Ltd SMWA's trustee
4.	Morningstar Australian Shares High Alpha Fund	AGA	SMIA	JP Morgan Nominees Australia Ltd as SMIA's custodian	Morningstar Investment Management Australia Limited SMIA's trustee
5.	Construction and Building Unions Superannuation Fund	AGA	SMCB	NAB Custodial Services as SMCB's custodian	United Super Pty Ltd as SMCB's trustee
6.	HESTA Superannuation Fund	AGA	SMHT	JP Morgan Nominees Australia Ltd as SMHT's custodian	H.E.S.T. Australia Ltd as SMHT's trustee
7.	Hostplus Pooled Superannuation Trust	AGA	SMHP	Citibank N.A., Sydney Branch as SMHP's custodian	Host Plus Pty ltd as SMHP's trustee
8.	Russell Australian Opportunities Fund	AGA	SMRI	State Street Australia Ltd asSMRI's custodian	Russell Investment Management Ltd as SMRI's responsible entity
9.	MyLifeMyMoney Superannuation Fund	AGA	SMCS	NAB Custodial Services as custodian for SMCS	CSF Pty Ltd as SMCS's trustee
10.	Maritime Super	AGA	SMMS	NAB Custodial Services as custodian for SMMS	Maritime Super Pty Ltd as SMMS's trustee
11.	Non-Government Schools Superannuation Fund	AGA	SMNG	State Street Australia Ltd as SMNG's custodian	Non-Government Schools Superannuation Fund Pty Ltd as SMNG's trustee
12.	REST Superannuation Fund	AGA	SMRT	State Street Australia Ltd as SMRT's custodian	Retail Employees Superannuation Pty Ltd as SMRT's trustee
13.	Government Employees Superannuation Board	AGA	SMGB	Northern Trust Corporation as SMGB's custodian	Government Employees Superannuation Board
14.	Orbis Global Equity Fund (Australia Registered)	OIML	GAPL	Citibank N.A., Hong Kong Branch, as GAPL's custodian	Equity Trustees Limited as GAPL's responsible entity
15.	Orbis Emerging Markets Equity Fund (Australia Registered)	OIML	EMAF	Citibank N.A., Hong Kong Branch, as EMAF's custodian	Equity Trustees Limited as EMAF's responsible entity
16.	Orbis Global Equity Fund Limited	OIML	OGEF	Citigroup Fund Services Canada, Inc (Citi Canada) as OGEF's custodian	OGEF
17.	Orbis Optimal SA Fund Limited	OIML	OSAP	Citi Canada as OSAP's custodian	OSAP
18.	Institutional Global Equity Fund	OIML	IGEF	Citi Canada as IGEF's custodian	IGEF
19.	Orbis Optimal LP	OAML	OOLP	Citi Canada as OOLP's custodian	OOLP

No	Fund name	Manager	Code	Registered holder	Persons entitled to be registered holder
20.	Orbis International Equity LP	OAML	IELP	Citi Canada as IELP's custodian	IELP
21.	Orbis Institutional Global Equity LP	OIML	OGLP	Citi Canada as OGLP's custodian	OGLP
22.	Orbis Institutional International Equity LP	OIML	ONLP	Citi Canada as ONLP's custodian	ONLP
23.	Orbis Institutional U.S. Equity LP	OIML	USLP	Citi Canada as USLP's custodian	USLP
24.	Orbis Institutional Emerging Markets Equity LP	OIML	EMLP	Citi Canada as EMLP's custodian	EMLP
25.	Orbis SICAV - Global Equity Fund	OIML	SGPL	Citibank International plc (Luxembourg Branch) (Citi Lux) as SGPL's custodian	SGPL
26.	Orbis SICAV - Asia- Ex Japan Fund	OIMLBVI	XJPL	Citi Lux as XJPL's custodian	XJPL
27.	Orbis SICAV - Global Balanced Fund	OIML	GBSA	Citi Lux as GBSA's custodian	GBSA
28.	Orbis SICAV - International Equity	OIML	SNPL	Citi Lux as SNPL's custodian	SNPL
29.	Orbis OEIC Global Equity Fund	OIML	UKGE	Citi Lux as UKGE's custodian	UKGE

Table 3 - Change in relevant interest

Trade Date	Reference Code	Action	No of security	Consideration
10 Nov 14 to 06 Dec 16	SMCB	Buy and Sell*	-4,303,259	-$ 14,068,690
10 Nov 14 to 06 Dec 16	SMCS	Buy and Sell*	-1,777,922	-$ 5,945,524
10 Nov 14 to 06 Dec 16	SMEF	Buy and Sell*	-6,539,648	-$ 21,100,040
10 Nov 14 to 06 Dec 16	SMGB	Buy and Sell*	-2,533,400	-$ 8,445,259
10 Nov 14 to 06 Dec 16	SMHP	Buy and Sell*	-2,785,156	-$ 9,159,074
10 Nov 14 to 06 Dec 16	SMHT	Buy and Sell*	-3,875,940	-$ 11,241,672
11 Nov 14 to 06 Dec 16	SMIA	Buy and Sell*	-638,848	-$ 2,036,164
10 Nov 14 to 06 Dec 16	SMMS	Buy and Sell*	-1,253,469	-$ 4,080,634
10 Nov 14 to 10 Oct 16	SMNG	Buy and Sell	-787,924	-$ 2,830,222
10 Nov 14 to 06 Mar 15	SMQS	Buy and Sell	-1,503,812	-$ 2,371,237
11 Nov 14 to 06 Dec 16	SMRI	Buy and Sell*	-555,084	-$ 1,785,112
10 Nov 14 to 06 Dec 16	SMRT	Buy and Sell*	-4,372,596	-$ 14,357,015
11 Nov 14 to 06 Dec 16	SMSF	Buy and Sell*	-259,085	-$ 1,074,097
11 Nov 14 to 06 Dec 16	SMWA	Buy and Sell*	-59,732	-$ 203,827
Total	-31,245,875	-$ 98,698,566

All trades on market except as otherwise specified.

* Includes securities disposed of by accepting into takeover bid on 6 December 2016.