UGL Limited EMPLOYEE SHARE PLAN

Transcription

1 UGL Limited EMPLOYEE SHARE PLAN Employee shareholders, investing with UGL in a united future. OFFER BOOKLET for FY2013 This booklet sets out the details for your invitation to acquire shares in UGL Limited under the Employee Share Plan. This invitation opens on 2 April 2012 and applications must be received before the offer closes at 5pm Sydney time on 30 April KEY DATES Invitation Opens: 2 April 2012 Invitation Closes: Your application or amendments to your application must be received by 5.00pm Sydney time, 30 April 2012 New Deductions Commence: 1st pay cycle after 1 June 2012 Share Purchase: Around the 10th trading day of each month commencing in July 2012 Post Invitation Communication: 2nd Week in June 2012 (Welcome Pack) 3 Steps to Share Ownership: 1) Read this booklet and the Plan Rules. 2) Assess whether you wish to participate in the invitation and the level of pre tax salary that you wish to contribute and seek independent advice including financial, legal and tax advice. 3) Using the instructions provided in this booklet, log on to Link Market Services website and lodge your on line application. If you are unable to lodge your application on line please contact Link Market Services on or on to arrange for an Application Form to be sent to you. Access to documents: Free copies of the booklet and Plan Rules are available by: 1) logging onto UGL s intranet, UConnect Our People Employee Share Plan; or 2) contacting Link Market Services for a copy to be ed or posted to you; or 3) using the instructions provided in this booklet, log on to Link Market Services website. UGL Limited ABN

2 CONTENTS WHAT IS THIS ALL ABOUT?... 1 Who is eligible to participate?... 1 What is the invitation?... 1 How do I participate?... 1 Ceasing participation... 2 Changes to salary deductions... 2 Plan administration... 2 Share purchases... 2 Withdrawing your Shares... 2 What are the risks?... 3 Charges... 3 UGL s reporting requirements and TFN withholding... 3 Dividends... 3 Updating your personal details... 4 Your privacy... 4 SALARY SACRIFICE SHARES... 4 Salary deductions... 4 MATCHING SHARES... 5 GENERAL TAXATION OUTLINE... 6 FAQ... 7 SUMMARY OF PLAN RULES... 9 DEFINITIONS HOW TO APPLY ONLINE Who can I contact if I need help or have any questions? TELEPHONE: Link Market Services on or ugllimited.esp@linkmarketservices.com.au The content of this information booklet, Application Form and any associated documents or information does not constitute financial advice provided by UGL or Link Market Services Limited (or any officer, employee, contractor, agent or associate thereof). Employees who are considering participation in the Plan should seek independent advice, including financial, legal and tax advice, from a licensed advisor before deciding whether or not they should participate.

3 WHAT IS THIS ALL ABOUT? The UGL Limited Employee Share Plan provides a way for eligible employees to acquire Shares in UGL using pre tax salary (Salary Sacrifice Shares). In addition, UGL is providing up to a maximum of A$1,000 Matching Shares, subject to the conditions outlined below, including continued employment with the Group. This booklet provides details of the invitation for your consideration and should be read in conjunction with the Plan Rules. A summary of the Plan Rules is set out on pages 9 to 10. To assist in the explanation of some terms a definitions list is provided at the back of this booklet. All other terms are defined in the Plan Rules or this booklet. Who is eligible to participate? The invitation is available to all permanent full time or part time employees of UGL and its Associated Companies who: 1. will have completed 24 months of continuous full time equivalent service as at 30 June 2012; and 2. are Australian residents for tax purposes; and 3. are invited to participate in the Plan; and 4. are not employees of DTZ, or considered to be part of the Group Leadership Team. If you are unsure of your eligibility status, please ask your manager or call your human resources (HR) representative. Please note that this invitation is personal to you and cannot be transferred. Participation is voluntary. Your employment conditions and opportunities will remain the same whether or not you choose to accept this invitation. In particular, you will not gain any additional rights in relation to your employment with the Group by virtue of your participation in the Plan. What is the invitation? Employees are invited to participate in the acquisition of Shares through the Plan as follows: Between the months of June 2012 and May 2013, you may elect to salary sacrifice a minimum of $500 and up to a maximum of $4,000 (increments of $500). UGL will match your salary sacrifice by providing additional Matching Shares to a maximum of $1,000 for this period (FY2013 Offer). How do I participate? If you currently participate in the Plan, and you do not wish to change the amount of your participation, you do not need to do anything. Your participation will automatically be rolled over. The terms of your current participation are set out in the Letter of Invitation. If you currently participate in the Plan, and you wish to change the amount of your participation or you wish to cease to participate in the Plan, then you will be required to lodge an on line application form. If you have never participated in the Plan, and you wish to accept this offer then you will be required to lodge an on line application form. Using the instructions provided in this booklet, log on to the Link Market Services website and lodge your on line application or log on via the UGL intranet, UConnect. If you are unable to lodge your application on line please contact Link Market Services on or to arrange for a hard copy to be sent to you and send a completed scanned copy to ugllimited.esp@linkmarketservices.com.au. Your amended or new application must be received by 5.00pm Sydney time, 30 April Should invitations under the Plan be made in future years, your nomination will continue unless: 1. any new Plan offer requires a new Application Form be submitted; 2. you amend the nomination by ceasing participation in the Plan; 3. you decrease or increase the nominated amount at any future Plan offer, by submitting a new Application Form; or 4. the terms of any future Plan offer are changed significantly. UGL Limited ABN Page 1

4 Ceasing participation Once you have commenced participation in respect of an offer, and you wish to cease, you must fill in a form which you can obtain from either your payroll department or your HR representative. Payroll will cease the relevant deductions within two pay cycles of receipt of the notice. Changes to salary deductions There is no facility to reduce or increase your salary deductions once your Application Form has been processed, other than to cease participation in the Plan as noted above. There is also no facility to rejoin the Plan in between the offers made under the Plan. Plan administration To obtain the income tax deferral associated with the invitation, it is necessary for the offer to be structured and administered in a certain way. The offer will be administered by the Plan Manager, Link Market Services. The Plan Manager will acquire Shares for participating Employees on the ASX. The Shares will be paid for by the Plan Manager using Salary Sacrifice contributions received from UGL, equal to the pre tax salary nominated by Employees, plus the Matching Share contribution. The Shares are recorded on the register in your name and a Trading Lock stops you from dealing with the Shares until the No Trade Period has expired. Once the No Trade Period (and any Vesting Period in respect of Matching Shares) has expired you can leave the Shares in the Plan or ask for the Trading Lock to be lifted and deal with the Shares as you wish, subject to Corporate Governance requirements. Shares will be subject to the Plan Rules and the conditions of the Plan during the No Trade Period and while they are held under the Plan. Restrictions on the Shares are required in order to qualify for the income tax deferral. The Plan Manager will assist you with your tax requirements by providing regular statements and maintaining records for your Shares. Share purchases The number of Shares allocated to you will be based on the volume weighted average price (VWAP) of Shares traded on the ASX during the five trading days up to and including the date of acquisition. The price of the Shares will vary dependent upon the VWAP at the time of the Share purchase. By way of example, as at the date of the offer, the acquisition price of the Shares would be $12.54, based on the VWAP for the period 12 to 16 March 2012 (inclusive). Shares will be allocated on or as soon as feasible after the 10th trading day of each month of the Plan period. For this offer, the allocation of the Shares will commence in July The price of Shares can be accessed under the Plan Manager s website at under the ASX code UGL, at the ASX and UGL websites ( and or in the Australian financial press. The Plan Manager cannot buy anything less than one Share per participant and, as such, there will generally always be an amount (less than one Share) left over at the end of each month s Share purchase. These amounts are added to the following month s Share acquisition, and continue until they are used in a future Share acquisition. Any Salary Sacrifice amount remaining when you cease participation in the Plan will be repaid to you through the payroll system. To qualify for the tax deferral, the total market value of the Shares purchased in any given financial year must not exceed $5,000. To the extent that any Salary Sacrifice amount is carried forward to the following year, the number of Shares allocated to you in that following year will still be capped at $5,000 in value. Withdrawing your Shares While you remain employed by the Group, Shares (Salary Sacrifice Shares and Matching Shares) must be held for 24 months from the date they are allocated to you. Requests to withdraw Shares from the Plan due to financial hardship will not be permitted if your Shares are still subject to restrictions. After any restrictions on the Shares have been satisfied the Shares are yours to deal with as you wish, subject to Corporate Governance requirements. You can withdraw the Shares or they can remain in the Plan while you are an employee of the Group. Please seek tax advice from your tax adviser regarding your tax UGL Limited ABN Page 2

5 obligations when considering selling, transferring or withdrawing Shares from the Plan. While you are an employee of the Group you will be required to adhere to the UGL Trading in Company Securities policy which can be found on the UGL intranet, UConnect. Withdrawing Shares from the Plan can be achieved by completing a Notice of Withdrawal which is available upon request from Link Market Services either by , ugllimited.esp@linkmarketservices.com.au, or by calling them on or to receive a hard copy. This form is also available on the UGL intranet, UConnect. If you leave the employ of the Group, you must complete a Notice of Withdrawal and request the Plan Manager s approval to lift the applicable Trading Lock on Salary Sacrifice Shares and Vested Matching Shares. Provided none of the forfeiture conditions have occurred, you may only apply to the Plan Manager to release your Shares from the Trading Lock, transfer Shares to another party, or sell Shares on your behalf and credit the net proceeds to the bank account recorded on the Plan Manager s register. If you do not notify the Plan Manager within 30 days of leaving the employ of the Group, then the Trading Lock will be automatically removed from your Salary Sacrifice Shares and Vested Matching Shares and they will be yours to deal with as you wish. However, as you are no longer an employee of the Group, your Shares cannot remain in any Group employee share plan. What are the risks? Investment in any shares involves risk, as share prices can rise and fall. Accordingly, it is strongly recommended you consult your own financial, legal and tax adviser regarding the merits of participating in the Plan having regard to your own personal circumstances. Charges Brokerage fees will be incurred on both purchases and sales of Share entitlements made on the ASX. UGL will meet the brokerage, GST and bank fees applicable on Share purchases, along with other Plan management costs. The Plan Manager will not levy any fees or charges for the operation of the Plan either by direct charge to you or against the assets of the Plan. Any administration charges, brokerage and GST on any Share sales or transfers will be payable by you. Please call Link Market Services on for the latest fees and charges for Share sales. UGL s reporting requirements and TFN withholding UGL is required to provide certain information to the Australian Taxation Office (ATO) regarding your participation in the Plan. This information may include your name, address, tax file number (TFN) (if you have quoted it to UGL), the number of Shares granted to you and the market value of the Shares at the time a deferred taxing point occurs. UGL is also required to report the market value to you. In order to meet these reporting obligations, UGL may also need to provide your TFN details to the Plan Manager. If you have provided your TFN to UGL in relation to your employment, you are deemed to have provided your TFN for the purposes of administrating the Plan. Where you have not supplied your TFN, UGL will be subject to TFN withholding tax on the full value of the Shares at the top marginal rate of tax plus Medicare levy at the deferred taxing point. You are required to pay or reimburse UGL for any such amounts. By accepting this grant you agree that if you do not do so, UGL may sell sufficient number of the shares allocated, or due, to you in respect of this grant, or any other grant made to you under the Plan to reimburse such amounts (and the costs of any such sale of shares). Dividends Dividends have historically been paid by UGL twice a year, generally in March and September, but there is no assurance that the Board will declare dividends in the future. You will receive dividends on both Salary Sacrifice and Matching Shares during the Vesting Period. There is no requirement to pay back the dividend on any Shares which do not vest in the future. UGL has compulsory direct credit for dividends. Therefore, if you accept this offer, then you will be required to provide bank account details directly to the Plan Manager to enable the payment of any future dividends. If you have not provided bank account details, your dividend will not be paid until you do so. UGL Limited ABN Page 3

6 Updating your personal details Following the acceptance of this offer, you will receive further information on how to update your personal details recorded by the share registry. Note that updating your personal details with payroll does not automatically update the details with the Plan Manager. Your privacy At UGL, we respect your privacy. Any information you give us will be used for the purposes of the administration and registration of Shares acquired under the Plan by the entities responsible for those activities. We may disclose your personal information to these entities for this purpose, or to any of our service providers (e.g. the share registry, the Plan Manager, mail houses, professional advisers) for our administration purposes (including to assist us in meeting our reporting requirements referred to above), if required or authorised by law or if you consent. Please note that if you do not provide the information required on the Application Form it might affect your participation in the offer. You may have the right under the Privacy Act 1988 (Cth) to request access to information about you held by an entity involved in the Plans. Please contact the Plan Manager on if you wish to access or change any of your personal details. SALARY SACRIFICE SHARES Under this offer you nominate to forgo between $500 and $4,000 (increments of $500) of your pre tax salary per annum to acquire Salary Sacrifice Shares. This nomination will be reflected by a reduction of your pre tax salary in approximately equal amounts each pay cycle over 12 months (June 2012 May 2013). The Plan Manager will use an amount equivalent to the pre tax salary you have forgone to acquire Shares on your behalf each month. While you are employed by the Group the Salary Sacrifice Shares will be subject to a No Trade Period you will not be able to trade these Salary Sacrifice Shares for 24 months from the date of allocation. Once the No Trade Period has expired, you can leave the Salary Sacrifice Shares in the Plan or ask for the Trading Lock to be lifted and deal with the Shares as you wish, subject to the Corporate Governance requirements. However, if you leave the Group, you will be entitled to these shares or their value (except where you have been found responsible for any serious misconduct such as fraud or any breach of the Plan Rules that results in forfeiture). Salary deductions When you complete the Application Form you can nominate to have your pre tax salary reduced and the equivalent amount provided in Salary Sacrifice Shares. Deductions will begin from your first pay period commencing after 1 June The Plan Manager will buy Salary Sacrifice Shares through the ASX and allocate these securities in your name commencing on the 10th trading day of July 2012 (and monthly thereafter). The following table is provided as an illustration only, solely to assist you in your decision and is based on salary deductions over a 12 month period. You need to assess your decrease in salary against your personal budget to see if you are able to contribute over a 12 month period. UGL Limited ABN Page 4

7 Plan Participation Pre Tax^ Decrease in Monthly Net Salary* Total Value of Shares Purchasedⁿ ^ Annual Monthly 31.5% 38.5% 46.5% Annual Monthly , , , , , , , Plan Participation: provides the annual and monthly (annual/12) pre tax salary that you could nominate to contribute to the Share Plan to acquire Salary Sacrifice Shares. * Decrease in Monthly Net Salary: provides, dependent upon your Marginal Income Tax Rate, an approximate reduction in your take home salary per month. That is, your annual Salary Sacrifice to the Plan adjusted for your Marginal Income Tax Rate (plus Medicare levy of 1.5%) divided by 12. Other Government tax rebates and charges may have an additional effect on Monthly Net Salary. ⁿ Total Value of Shares Purchased: provides the approximate value of Shares, including Matching Shares, that will be purchased annually and monthly, assessed at the time of purchase. HOW TO USE THE TABLE: 1. Select your proposed annual pre tax Plan Salary Sacrifice from the first column in the table. For example: $2,000 pre tax annually. This is the amount that you fill in on the Application Form. Moving along the same row to the second column provides the monthly pre tax Salary Sacrifice you will be making to purchase Salary Sacrifice Shares. In this example: $2,000 annually equals approximately $167 per month, pre income tax, to purchase Salary Sacrifice Shares. 2. Then: a. Moving along the same row to the third column provides the decrease in monthly take home or post income tax salary for a participant whose Marginal Income Tax Rate is 31.5%. In this example, pre tax $2,000 annually equals a decrease of approximately $114 post tax per month. b. The next two columns (four and five) provide similar information for participants with Marginal Income Tax Rates of 38.5% ($103 post tax monthly) and 46.5% ($89 post tax monthly) respectively. 3. The final two columns represent the total approximate value of Shares (including Matching Shares) that will be purchased in the Plan, on your behalf; annually in column six and monthly in column seven. In this example pre tax $2,000 annually equals approximately $3,000 in Shares purchased per annum, or $250 per month. In summary, you cannot forfeit or lose your Salary Sacrifice Shares unless you commit an act such as theft, fraud, defalcation or gross misconduct in relation to the affairs of the Group, or you try to deal with Shares issued under the Plan while they are subject to the Plan Rules. The full details of the events that can result in forfeiture are outlined within the Plan Rules. In addition, your Salary Sacrifice Shares are subject to a No Trade Period, so that you will not be able to deal with your Salary Sacrifice Shares for 24 months from the date of allocation. The full terms and conditions of the Plan are outlined within the Plan Rules. A summary of the Plan Rules is outlined on pages MATCHING SHARES In this offer UGL has decided to provide an incentive to you to join and participate in the Plan. On successfully applying to participate in the offer, UGL agrees that, subject to satisfaction of the conditions below, for every $1 you forgo of your pre tax salary to purchase Salary Sacrifice Shares, UGL will provide you with $1 in the form of additional Shares (limited to a maximum of $1,000 per year). These additional Shares provided by UGL are called Matching Shares. These Matching Shares will be acquired at the same time and in the same way as your Salary Sacrifice Shares. UGL Limited ABN Page 5

8 The level of the Matching Share contribution is determined by the Board each year and may change for any future offers. Should there be any change in the Matching Share contribution at a future offer you will be notified and given an opportunity to amend your Salary Sacrifice nomination. The Matching Shares are subject to a Vesting Period. You will become entitled to all these Matching Shares after 24 months of service from the date of allocation (except where your conduct has resulted in forfeiture of the Shares pursuant to the Plan Rules, for example if you have been found responsible for any serious misconduct such as fraud, or for any other breach of the Plan Rules that results in forfeiture). Outside of Special Circumstances, should you leave the employ of the Group within 12 months from the date of allocation, you will forfeit all associated Matching Shares. Outside of Special Circumstances, should you leave the employ of the Group between 12 months and 24 months from the date of allocation, you will be entitled to the Matching Shares on a pro rata basis (based on number of completed months of service) except where you have been found responsible for any serious misconduct, such as fraud or any breach of the Plan Rules that results in forfeiture. Special Circumstances are, in general: 1. leaving employment with the Group in circumstances approved by the Board for the purposes of the Plan, including for example, due to redundancy; 2. death; and 3. Total and Permanent Disablement. Should you leave the employ of the Group in Special Circumstances then you will be entitled to the Matching Shares, except where your conduct has resulted in forfeiture of the Shares pursuant to the Plan Rules, for example if you have been found responsible for any serious misconduct such as fraud or for any other breach of the Plan Rules that results in forfeiture. GENERAL TAXATION OUTLINE This outline sets out the Australian taxation consequences expected to apply to resident employees of UGL and its related bodies corporate who participate in the offer under the Plan and is current as at 13 March For further information on taxation see the ATO website at and in particular Employee Share Schemes answers to frequently asked questions by employees. Please note that any taxation details provided in this booklet are of a general nature only and UGL and Link Market Services (and any officer, employee, consultant, agent or associate thereof) will not be held responsible for employees who act solely on the information provided. This summary is given for informational purposes only and should not be relied upon as being either a complete or an accurate description of a particular employee s own circumstances. You should consult your own tax adviser regarding the Australian taxation consequences of participating in the offer in light of your circumstances. The offer is a scheme to which Subdivision 83A C of the ITAA 1997 applies (subject to the conditions in that Act). Tax deferral The Shares allocated under the offer should be subject to Deferred Taxation this means that you will not be taxable on the grant of the Salary Sacrifice and Matching Shares but at some later time. There is no mechanism by which you can elect to be taxed upfront in the income year in which the Shares are granted. The deferred taxing point should normally occur at the earliest of the following times: 24 months from the date of allocation of the Salary Sacrifice and Matching Shares; when your employment with UGL ceases for the Salary Sacrifice Shares and the Matching Shares that the Board determines you are entitled to retain; or when in the event of a takeover or change in control of UGL the Board determines to lift the restrictions on all or some of the Salary Sacrifice and Matching Shares. However, the taxing point is deferred until the end of a trading restriction period if the shares vest in such a period in accordance with UGL s share trading policy. UGL Limited ABN Page 6

9 If you dispose of the Shares within 30 days of the deferred taxing point outlined above, the time of disposal of the Shares will become the deferred taxing point. The amount to be included in your assessable income in the income year in which the deferred taxing point occurs will be as follows: If the deferred taxing point occurs when the disposal restrictions on the Salary Sacrifice and Matching Shares cease or your employment ceases the market value at that time of the Salary Sacrifice Shares and the market value of the Matching Shares you are entitled to retain. (See Capital gains tax (CGT) and the shares below for the CGT position after that point); or If the deferred taxing point occurs when you dispose of the Salary Sacrifice and Matching Shares within 30 days of the disposal restrictions ceasing or your employment ceasing the disposal proceeds. No other income tax or CGT consequences should arise for you. Forfeiting of Matching Shares If you forfeit your Matching Shares then no taxation consequences should arise unless an amount has already been included in your assessable income in relation to the Matching Shares. In this situation, you can request an amendment to your tax return to exclude that amount. Dividends on the Salary Sacrifice and Matching Shares You will be assessed on any dividends arising in respect of the Salary Sacrifice and Matching Shares allocated to you, and should be entitled to any franking credits attached to the dividends. Rights and bonus issues You are entitled to participate in bonus and rights issues of UGL in respect of your Salary Sacrifice and Matching Shares. The tax consequences of this are potentially complex and you should seek taxation advice if UGL declares a bonus or rights issue during the operation of the offer. Capital gains tax (CGT) and the shares CGT is only relevant if you hold your Shares for more than 30 days following the deferred taxing point. The cost base of the Shares for CGT purposes will be the market value of the Salary Sacrifice and Matching Shares included in your assessable income at the deferred taxing point. The date of acquisition of the Shares for CGT purposes will be at the deferred taxing point. If you sell your shares after 30 days but within 12 months of the deferred taxing point you will be liable for tax on any capital gain you make. You will make a capital gain to the extent your sale proceeds exceed the cost base of your shares. If you sell your shares 12 months or more after the deferred taxing point any capital gain will be reduced by 50%. Reporting requirements and TFN withholding Discussion of UGL s reporting requirements to the ATO and TFN withholding are discussed on page 3. FAQ Please note that the responses on the taxation matters in this section are based on current tax laws as at 13 March Tax laws are subject to change, and you are strongly recommended to consult your accountant, taxation or financial adviser. How do I find out more about shares and UGL? For information on shares and UGL please visit the UGL and ASX websites: and Also, more information can be obtained through the stock broking community at the Australian Financial Services Directory website: (NOTE: UGL and Link Market Services are not recommending or endorsing any website or stock broker information service. It is strongly recommended that you seek your own independent financial, tax and legal advice.) If I have previously participated in a Plan offered by UGL, do I need to re apply? If between June 2011 and May 2012: 1. your salary has been reduced to enable you to purchase shares under the Plan; and 2. during this period you have not ceased to participate in the Plan, UGL Limited ABN Page 7

10 then you are deemed to currently participate in the Plan and therefore you are not required to reapply unless you would like to change the terms of participation. The terms of your current participation are outlined in the Letter of Invitation. If you want to change the level of Salary Sacrifice Shares, then you will be required to complete an Application Form. Once I have joined the Plan, what do I have to do to stop the Salary Sacrifice into the Plan? To cease participation in the Plan, you must complete a form which you can obtain from either your payroll department or your HR representative. Payroll will cease the relevant deductions within two pay cycles of receipt of the notice. There is no facility to reduce or increase your participation or rejoin the Plan in between offers under the Plan. What happens if I leave the Group? Resignation If you resign from the Group and you: 1. are a current Participant in the Plan or have Matching Shares that are subject to the Vesting Period; and 2. have not committed a forfeiture event under the Plan Rules, then you will be entitled to all the Salary Sacrifice Shares acquired for you up to that date and any Matching Shares that are not subject to the Vesting Period (adjusted as set out below). Any Matching Shares allocated within the 12 months prior to the date of resignation will be forfeited. You will be entitled to a pro rata amount of Matching Shares (based on the number of months of service completed) allocated within the period more than 12 but less than 24 months prior to the date of resignation. Retrenchment & Redundancy If you are retrenched or made redundant and you: 1. are a current participant in the Plan or have Matching Shares that are subject to the Vesting Period; and 2. have not committed a forfeiture event under the Plan Rules, then you will be entitled to all the Salary Sacrifice Shares acquired for you up to that date and all Matching Shares that have been allocated to you. Termination with cause Should your employment with the Group cease with, in the opinion of UGL, cause (for example, you have committed an offence that has resulted in your employment being terminated by the Group), then you may forfeit or lose all your Shares, whether Salary Sacrifice or Matching Shares. Termination circumstances that could result in complete forfeiture of Shares are outlined in the Plan Rules and include fraud, theft, defalcation or other gross misconduct. Please ensure you understand all the forfeiture conditions listed above and outlined in the Plan Rules. What are the risks associated with the Plan? Investing in Shares does involve risk. There is no guarantee that any Shares purchased will grow in value they may decline in value. In addition, there is no guaranteed return by investing in the Plan. Stock markets are subject to fluctuations. Even with the Matching Share benefit, participants can lose a significant portion of the money they commit under the Plan. We strongly recommend that you consult independent advisers and/or financial planners to help you assess whether participating in the Plan is appropriate for you in your own particular circumstances. What happens to the Salary Sacrifice Shares that have been acquired for me and Matching Shares if I die while in a Plan? If you die, the Shares will form part of your estate and will be governed by the applicable law for the treatment of your estate. What happens if I take extended leave without pay or parental leave? You do not need to withdraw your Shares from the Plan while you remain an employee of the Group. However, your Salary Sacrifice contribution and the Matching Share contribution would cease while you remain on unpaid leave. If you return before the end of the 12 month deduction period for any offer under the Plan, you may request to have your Salary Sacrifice contribution reinstated. The level of contribution cannot be amended. UGL Limited ABN Page 8

11 Can the Plan be terminated? If so, what happens to any Shares that have been acquired for me? Yes, the Plan can be terminated. Should this happen, the Shares would be transferred to you. Can I elect to pay tax upfront and not defer the income tax in the Plan? No. The tax legislation applying to employee share plans which came into effect from 1 July 2009 does not allow the upfront payment of tax on employee share benefits under these offers. How are dividends treated? If the UGL Board pays a dividend, the dividend on the Salary Sacrifice and Matching Shares allocated to you will be directly credited to your nominated bank account. You will be taxed on the dividends as described in the General Taxation Outline. Can my Plan Shares participate in the UGL Dividend Reinvestment Plan (DRP)? The DRP is currently inactive. If the Board determines to activate the DRP for future dividends, participation in the DRP will be determined by the Board at this future point in time in accordance with the DRP rules. Therefore, the Board may determine that your Shares held through the Plan may not be able to participate in the DRP. How many Shares will I receive under the Plan? The number of Shares allocated to you will be based on the volume weighted average price (VWAP) of Shares traded on the ASX during the 5 trading days up to and including the date of purchase. Purchases are made each month. For example, if the VWAP of Shares is $12.54* each month, then the total number of Shares to be issued to you for a 12 month period is: If you agree to Salary Sacrifice $1,000, then you will receive 158 Shares calculated as follows under the offer: Salary Sacrifice Shares = $1,000 / $12.54 = 79 Shares ⁿ Matching Shares = $1,000 / $12.54 = 79 Sharesⁿ * Price of Shares will vary dependent upon VWAP at the time of purchase. This VWAP has been calculated for the period 12 to 16 March 2012 (inclusive). ⁿ Total number of shares over 12 months will vary dependent upon the VWAP price at the time of purchase each month. SUMMARY OF PLAN RULES Terms used in this summary have the meaning they are given in the Plan Rules. Operation of the Plan The Plan allows for employees to participate, at the invitation of the Company, in separate schemes for the acquisition of Shares. The Board may delegate part or all of the plan administration and management by appointing appropriate service providers. Invitation and application The Board may determine to make invitations to participate in the Plan on such terms and conditions as it decides. The Board is not obliged to make invitations of any or the same number of Shares to all employees. The invitation must provide the following information: the number or value of Shares being offered; the method for determining the price (if any) at which Shares will be offered; the final date for receipt of applications to participate; instructions in relation to making an application to participate in the Plan; and any specific terms and conditions which apply to the invitation, including whether the Shares will be held by a Plan Trustee on behalf of the employee. The Board may determine the price (if any) at which Shares will be offered to an Eligible Employee. If no Board determination is made, Shares will be offered at Market Price on the date specified in the invitation as the date of allocation. Any contributions made by the Company, any Associated Company or any Participant to fund the acquisition of Shares must be used by the UGL Limited ABN Page 9

12 Plan Administrator to acquire Shares via an offmarket transfer or in the ordinary course of trading on the ASX, or acquire new Shares issued by the Company, for the benefit of the Participants as directed from time to time by the Board. Applications to participate in the Plan must be made in accordance with the instructions provided at the time an invitation is made or in any other way the Board decides. The Board may accept or reject any application in its discretion. If a person ceases to satisfy the necessary eligibility requirements on or before the allocation of the Shares, that person is not entitled to receive the Shares under the Plan. Shares acquired for the benefit of a Participant may be either registered in the name of that Participant or held by a Plan Trustee on behalf of that Participant, as determined by the Board. Each Share allocated to a Participant must be identified in the register maintained by the Plan Administrator as being allocated to that Participant. Rights of Participants to Shares, distributions and other benefits A participant in the Plan is entitled to: receive dividends and franking credits which relate to those dividends; vote at shareholder meetings or instruct the Plan Trustee on how to vote; receive all bonus shares or other benefits payable in relation to the Shares; and participate in a rights issue. Restrictions on dealing with Shares The Board may determine a restriction period during which a Share will be a Restricted Share which may require the satisfaction of any applicable Vesting Conditions. The Board may, in its discretion, determine that some or all of a Participant s Shares are not Restricted Shares or that different restriction periods will apply to some or all of the Shares held by a Participant. A participant must not dispose of or purport to deal with any Shares acquired under the Plan while they are Restricted Shares except as permitted under the terms set by the Board or otherwise with the approval of the Board (to be given or withheld in its absolute discretion). The Company may implement any procedure it considers appropriate to restrict a Participant from dealing with any Shares for as long as those Shares are Restricted Shares. Forfeiture conditions Where a Participant holds Shares and the Vesting Conditions (including but not limited to, any service conditions) which apply to those Shares are not satisfied, or a Disentitling Event applies to the Participant, the Board may (unless this conflicts with the terms of any invitation made to the Participants) deem all or any Shares held by the Participants to be forfeited. In such an event, the Participant has no further interest in the Shares or the rights attaching to those Shares. Where Shares are forfeited, the Participant is deemed to have appointed the Company Secretary or its nominee (including the Plan Administrator) to execute all documents necessary to implement the forfeiture conditions. Where Shares are forfeited and held by the Plan Trustee on behalf of the Participant, the Plan Trustee will deal with the forfeited Shares in accordance with the terms of the trust deed between the Company and the Plan Trustee. Where the trust deed is silent, the Plan Trustee must act as directed by the Company. Cessation of employment Where a Participant ceases to be an employee of the Group, the Participant will remain entitled to any Shares that are not deemed to be forfeited. Where a Participant ceases to be an employee of the Group by reason of Special Circumstances, the Participant may request that the Board deem (in its absolute discretion, taking into account any factors the Board thinks fit) that any restrictions applying to Shares lapse and that the Participant is free to deal with the Shares. Authorised deductions Before making any payment or allocating any Shares, the Plan Administrator is authorised to deduct expenses incurred for administrating the Plan, including all reasonable outgoings and expenses it incurs in buying, selling and otherwise dealing with Shares for Participants. Variation of Plan Rules The Board may amend the Plan Rules at any time by resolution of the Board. If a variation under the Rules derogates from the rights of UGL Limited ABN Page 10

13 Participants, the Board must obtain the prior consent of at least three quarters of the Participants affected by such variation. Variations to the Plan Rules required by law do not need the approval of Participants. Change in control, merger or takeover of the Company If the Company reconstructs its capital in any way, Shares acquired under the Plan will be affected in the same way as other Shares on issue. If there is a Takeover Bid made, or a Change in Control, Trade Sale or merger with another company occurs or is proposed, the Board may, in its discretion, determine that any or all restrictions applying to the Shares cease at a time to be determined by the Board. Connection with employment and other plans Participation in the Plan does not affect, and is not affected by, participation in any other incentive or other scheme operated by the Company. The rights and obligations of a Participant under his or her terms of employment with the Group are not affected by participation in the Plan. Management of the Plan The Board may form policy and make regulations for the operation of the Plan that are consistent with the Plan Rules and may delegate necessary functions to appropriate service providers. The Board may conclusively resolve all questions of fact or interpretation concerning the Plan, the Plan Rules and any dispute of any kind that arises under the Plan, including as to any restrictions or other conditions relating to any Shares allocated under the Plan. Where any determination, decision, approval or opinion is necessary, such determination, decision, approval or opinion of the Board will be final and binding upon all persons. The Board has absolute and unfettered discretion to act or refrain from acting under the Plan Rules or concerning the Plan or any Shares and in exercising any power or discretion concerning the Plan or any Shares. General The entitlement of the Participants and the Plan Rules are subject to the Company s Constitution, the Listing Rules and the Corporations Act as amended from time to time. Breach of the Rules by a Participant If a Participant breaches any of his or her obligations under the Plan Rules, then the Company or an Associated Company may set off the value of any benefit derived by that Participant and any loss incurred by the Group as a result of such breach against any amounts payable by the Group to that Participant, whether such amounts are payable on termination of employment or otherwise, unless prohibited by statute from doing so. UGL Limited ABN Page 11

14 DEFINITIONS Application Form Associated Company ASX ATO Board The form required to apply for participation in the Plan. This form is available on line at the Link Market Services web site using the instructions contained in this booklet. If you are unable to lodge your application on line please contact Link Market Services on or to arrange for an Application Form to be sent to you. In relation to the Company, a body that is a related body corporate of the Company pursuant to the Corporations Act or any other related body that is declared by the Board to be an Associated Company for the purposes of the Plan. ASX Limited ACN or Australian Securities Exchange. Australian Taxation Office. Some or all of the directors of the Company acting as a board, as constituted from time to time, and includes a committee or representative of the board as established by the board of directors of the Company from time to time for the purpose of making decisions as required under the Plan. Company UGL Limited ABN Corporate Governance Corporations Act Deferred Taxation DTZ Employee Group ITAA 1997 Letter of Invitation While you are an employee of the Group you will be required to adhere to the UGL Trading in Company Securities policy and the Code of Conduct which can be found on the Group intranet, and any other applicable Group policies, as amended by the Board from time to time. Corporations Act 2001 (Cth) (as amended). The income tax deferral available under the Plan. Deferred Taxation refers to the ability to defer income tax on the Salary Sacrifice Shares and Matching Shares provided to you under the Plan. Means the following companies: DTZ Corporate Finance Ltd (UK); DTZ Insurance Services Ltd (UK); DTZ Investment Management Ltd (UK); DT & C Limited (UK); DTZ International Ltd (UK); DTZ Debenham Tie Leung Ltd (UK), and each subsidiary, joint venture, and downstream associate and affiliate. A permanent part time or full time employee of the Group who has completed at least 24 months continuous full time equivalent service as at 30 June 2012, is an Australian resident for tax purposes and has been invited by the Board to participate in the Plan. An employee of DTZ and any employee considered to be a member of the Group Leadership Team is not eligible to participate in the offers. UGL Limited and its Associated Companies. Income Tax Assessment Act 1997 (Cth) (as amended). Letter of Invitation dated 2 April 2012 and posted to Employees. Link Market Services Link Market Services Limited ABN UGL Limited ABN Page 12

15 Matching Shares No Trade Period Participant Plan Plan Manager Plan Rules Plan Shares Salary Sacrifice Salary Sacrifice Shares Share or Shares Shareholder Registration Number (SRN) Special Circumstances Total and Permanent Disablement Trading Lock Shares that are purchased for an Employee that are funded by UGL as an additional benefit of the Plan. The time period, when you are a Participant of the Plan, during which you cannot sell or transfer your Salary Sacrifice Shares or Matching Shares. An Employee who is accepted by the Board to participate in a Plan, agrees to be bound by the Plan Rules and who subsequently has Shares acquired on their behalf pursuant to a Plan. UGL Limited Employee Share Plan. Link Market Services. The rules governing the operation of the Plan in relation to Participants, as amended from time to time. Shares that are subject to the Plan and the Plan Rules. Where an employee agrees to forego some future entitlement to salary or remuneration in exchange for another benefit. Shares that are purchased for an Employee through salary sacrificing some of their remuneration into the Plan. A fully paid ordinary share in the capital of UGL Limited. A unique number allocated to identify your registered holding (share holding) on a company s Issuer Sponsored Sub register (register of share owners). It is made up of the letter I followed by ten numbers i.e. I Events that are described in the Plan Rules and may result in the Vesting of Matching Shares should they occur. They are: the cessation of the Participant s employment with the Group in circumstances approved by the Board in its absolute discretion for the purposes of the Plan; or death or circumstances which, in the opinion of the Board, constitute Total and Permanent Disablement of an employee. Means the Participant: a) suffering the loss of two limbs or the sight of both eyes or the loss of one limb and the sight of one eye (where limb means the whole hand or the whole foot); or b) having been absent from work through injury or illness for an initial period of six (6) consecutive months and being incapacitated to such an extent as to render the Participant unable ever to engage in work for reward of any occupation or work which he or she is reasonably capable of performing by reason of education, training or experience. Restriction that is placed on Plan Shares which means that the Plan Shares cannot be transferred or sold. UGL UGL Limited ABN Vest, Vesting, Vested Matching Shares Vesting Period Vesting occurs when the conditions applying to the Matching Shares in the Plan have been satisfied, and the Matching Shares become subject to the same conditions as the Salary Sacrifice Shares. The 24 month period from the date of allocation (or such earlier period as provided in the terms of offer) before a Participant becomes entitled to Matching Shares. UGL Limited ABN Page 13

16 HOW TO APPLY ONLINE Apply via the UGL Intranet, UConnect Apply via the internet on the Link Market Services website Select the ESP Invitation link on the front page of the UGL intranet. This will take you to the Plan application system. Go to Select 'UGL Limited' in the company drop down box. Enter your: Employee Identifier (as per your Letter of Invitation) Surname (as per your Letter of Invitation) Postcode or Country code (as per your Letter of Invitation) Click 'Validate'. This will take you to the Employee On Line Application page APPLYING ON LINE EMPLOYEE PLAN INVITATIONS Click on Invitation Document under Supporting Documents to view the Offer Booklet. Once you have read the booklet, close the document. When you are ready to apply on line, click 'Apply Now'. EMPLOYEE PLAN APPLICATIONS When you have read through and agreed to the terms of the Plan Invitation, click Accept. Otherwise, click Go Back to the view the Apply On line page. EMPLOYEE PLAN CONFIRMATION When you are ready to submit your application with the details entered, click OK. You must click OK to formalise your acceptance. If you wish to change any details you may select "Cancel". This will take you back to the "Apply On line" page. THANK YOU This receipt number is proof of your acceptance for the invitation. Print this page and keep it for your records. Should there be a problem with your deductions, you will need this as proof of your application. Press OK at the bottom of this screen to finalise your application without doing so, your application will not be processed. If you have any questions, please call our EMPLOYEE SHARE PLAN HOTLINE on (Australia only) or on between 8.30am and 5.00pm, Monday to Friday (Sydney time) or send an e mail to ugllimited.esp@linkmarketservices.com.au UGL Limited ABN Page 14