Rule 3.19A.2

Appendix 3Y Change of Director's Interest Notice

Appendix 3Y Change of Director's Interest Notice

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

Introduced 30/0910 1 Amended 01101 / 11

Name of entity

UGL Limited

ABN

85 009 180 287

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director

Ross Taylor

Date of last notice

15 November 2016

Part 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)

Note: Provide details of the circumstances giving rise to the relevant

interest.

N/A

Date of change

24 November 2016

No. of securities held prior to change

l

2,575,872 performance rights under the ong Term Incentive Plan

198,158 rights under the Deferred Short Term Incentive Plan.

Class

Fully paid ordinary shares

Number acquired

2,419,413 (following vesting of rights a nd performance rights)

Number disposed

NIL.

Note 354,617 performance rights did not vest and have lapsed.

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

N/A

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director's Interest Notice

No. of securities held after change

2,419,413 ordinary shares

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan , participation in buy-back

Vesting of 198,158 rights granted under UGL's Deferred STI Plan and 2,221,255 performance rights granted under UGL's Long Term Incentive Plan. Forfeiture of 354,617 performance rights granted under UGL's Long Term Incentive Plan which did not vest and have lapsed.

Shares are satisfied by the transfer of existing shares previously acquired on market from the UGL Employee Share Plan trust.

Part 2 - Change of director's interests in contracts

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

Detail of contract Nature of interest

'

Name of registered holder (if issued securities)

Date of change

·

No. and class of securities to whichinterest 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

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Appendix 3Y Change of Director's Interest Notice

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?

N/A

If prior written clearance was provided, on what date was this provided?

N/A

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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