UGL : 24/11/2016 - Confirmation of Release - UGL - Appendix 3Y Change of Directors' Interest Notice

UGL Limited ABN: 85 009 180 287

Level 10

40 Miller Street North Sydney NSW 2060

Australia Telephone:[phone]

Facsimile: [phone] www .ugllimited.com

TO: ASX Market Announcements

FROM: Pryce Dale DATE: 24 November 2016

PAG ES : 7 (inclusive} SUBJECT: Change of Directors' Interests

Section 1.2 of the Target's Statement states that each Majority Director who has a relevant interest in UGL Shares presently intends to accept the CIMIC Group Investments No.2 Pty Ltd (CIMIC) Offer in relation to those UGL Shares, in the absence of a superior proposal. Consistent with this disclosed intention,the Majority Directors who have a relevant interest in UGL Shares (being Kate Spargo, Guy Cowan and Jane Harvey) have now completed and submitted their acceptance forms to CIMIC. The attached Appendix 3Y reflects the change in each of those Majority Directors' relevant interests.

Yours faithfully

Pryce Dale

Company Secretary

Appendix 3Y

Change of Director's Interest Notice

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 madepubli c.

Introduced 30/09/0I Amended O I/0 I /1 1

:• of enticy GLLIMITED

5 009 1 80 287

We (the entity) give ASX the following information under listing rule 3. I 9A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Kate Spargo
Date of last notice	15 November 2016

Part 1- Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) N ote: Provide details of the circumstances giving rise to the relevant interest.	NIA
Date of change	23 November 2016
No. of securities held prior to change	217,666
Class	Ordinary Shares -Directors Share Plan
Number acquired	Nil
Number disposed	217,666
Value/Consideration Note: If consideration is non-cash. provide details and estimated valuation	$685,647.90
No. of securities held after change	Nil
Nature of change Example: on-ma rket trade, ofT-market trade, exercise of options, issue of securiti es under dividend reinvestment plan. participation in buy-back	Acceptance of unconditional off-market takeover bid CIMIC Group Investments No.2 Pty Ltd (CIMIC). Transfer of shares will occur m accordance with the processes adopted by CIMIC and described in the Bidder's Statement.

Part 2 -Change of director's interests in contracts

Note: ln 1he case of a company, imeres1s which come within paragraph (ii) of the definition of"notifiable interest of a director" should be disclosed in !his part.

Detail of contract

Nature of interest

Name of registered holder (if issued securities)

Date of change

No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed

Interest acquired

Interest disposed

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation

Interest after change

Part 3 -+closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	NIA
If prior written clearance was provided, on what date was this provided?	NIA

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX 'sproperty and may be madepublic.

Introdu ced 30/09/01 Amended Ol/0 l/11

:•of entity GLLIMITED

5 009 180 287

We (the entity) give ASX the following information under listing rule 3.l 9A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Guy Cowan
Date of last notice	15 November 2016

Part 1- Change of director's relevant interests in secu rities

In the case of a trust. this includes interes/ s in 1he trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in th is pan .

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details ·of the circum stances giving rise to the relevant interest.	NIA
Date of change	21 November 2016
No. of securities held prior to change	62,873
Class	Ordinary Shares - Directors Share Plan
Number acquired	Nil
Number disposed	62,873
Value/Consideration Note: If consideration is non-cash. provide details and estimated valuation	$198,049.95
No. of securities held after change	Nil
Nature of change Example: on-market trade, off-market trade. exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acceptance of unconditional off-market takeover bid CIMIC Group Investments No.2 Pty Ltd (CIMIC). Transfer of shares will occur m accordance with the processes adopted by CIMIC and described in the Bidder's Statement.