WORLEY LIMITED — AGM Information 2009

Sep 14, 2009

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Level 12, 141 Walker Street North Sydney NSW 2060 Australia Telephone: +61 2 8923 6866 Facsimile: +61 2 8923 6877 worleyparsons.com WorleyParsons Limited ABN 17 096 090 158

15 September 2009

Manager, Company Announcements Office Australian Securities Exchange Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

WORLEYPARSONS LIMITED (WOR)

2009 ANNUAL GENERAL MEETING – NOTICE OF MEETING, PROXY FORM AND ANNUAL REPORT

Attached are the Notice of Meeting and Proxy Form (Notice) for the WOR Annual General Meeting to be held on Tuesday 27 October 2009. A copy of the 2009 Annual Report was sent to the ASX on 26 August 2009.

The Notice will be mailed to all WOR shareholders on or about Thursday 17 September 2009. All WOR shareholders who have elected to receive a copy of the Annual Report will also receive a copy of that report in the same mailing.

Both the Notice and the Annual Report will also be available on the Company’s website www.worleyparsons.com.

Yours faithfully WorleyParsons

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Peter Janu Company Secretary

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14 September 2009

Level 12, 141 Walker Street North Sydney NSW 2060 Australia WorleyParsons Limited ABN 17 096 090 158 worleyparsons.com

Dear Shareholder

Annual General Meeting 2009

On behalf of the directors of WorleyParsons Limited (WorleyParsons or Company), I am pleased to invite you to WorleyParsons’ 2009 Annual General Meeting (AGM). Enclosed is the Notice of Meeting setting out the business of the AGM.

WorleyParsons’ 2009 AGM will be held on Tuesday 27 October 2009 commencing at 2.00pm (AEDST) at the Radisson Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000. If you are unable to attend the AGM, I encourage you to complete the enclosed proxy form. The proxy form should be returned by mail or fax to our share registry by 2.00pm (AEDST) on Sunday 25 October 2009.

Corporate shareholders should complete a “Certificate of Appointment of Corporate Representative” to enable a person to attend the AGM on their behalf. This certificate may be obtained by contacting our share registry, Computershare Investor Services Pty Limited, on the phone number provided in the enclosed Notice of Meeting.

Further details relating to the various resolutions proposed at the AGM are set out in the Explanatory Notes accompanying the Notice of Meeting. I urge all shareholders to carefully read this material before voting on the proposed resolutions.

Subject to the abstentions noted, all of WorleyParsons’ directors recommend that shareholders vote in favour of each of the resolutions proposed to be passed at the AGM.

The 2009 result was another record for WorleyParsons with a full year net profit after tax of $390.5 million – an increase of 13.6% on 2008. The directors declared a final dividend of 55 cents per share (fully franked) taking the total dividend for the year to 93 cents per share – an increase of 8.8% on 2008. This excellent result demonstrates the Company’s resilience, as it was achieved during the global financial crisis. The Company’s performance is also a testament to the WorleyParsons team of dedicated and highly skilled professionals.

We continue to strive for excellence in all that we do to create value for our shareholders and other stakeholders.

I look forward to seeing you at the AGM.

Yours sincerely

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Ron McNeilly Chairman

NOTICE OF MEETING

WorleyParsons Limited

ABN 17 096 090 158

Notice is hereby given that the 2009 Annual General Meeting (AGM) of WorleyParsons Limited (WorleyParsons or Company) will be held on Tuesday 27 October 2009 at 2.00pm (AEDST) at the Radisson Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000.

Business

1 – Financial Report

To receive and consider the financial report of the Company and the reports of the directors and of the auditors for the financial year ended 30 June 2009.

2 – Election of Directors

To consider, and if thought fit, pass the following resolutions as ordinary resolutions:

• (a) That Mr Erich Fraunschiel, who retires by rotation in accordance with rule 8.1(e)(2) of the Company’s Constitution, and being eligible, is re‑elected as a director of the Company.

• (b) That Mr William Hall, who retires by rotation in accordance with rule 8.1(e)(2) of the Company’s Constitution, and being eligible, is re‑elected as a director of the Company.

3 – Remuneration Report

To adopt the Remuneration Report as set out in the Annual Report for the financial year ended 30 June 2009.

Note: the vote on this resolution is advisory only and does not bind the directors or the Company.

4 – Grant of Performance Rights to Executive Directors

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“That approval be given under Listing Rule 10.14 for the grant of not more than a total of 92,548 Performance Rights to the executive directors of the Company (Messrs John Grill, David Housego, William Hall and Larry Benke) in respect of the 2009/10 financial year, in accordance with the WorleyParsons Limited Performance Rights Plan and on the terms summarised in the Explanatory Notes attached to the Notice of Meeting.”

By order of the Board

Dated: 14 September 2009

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Peter Janu Company Secretary

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Voting entitlements

The Board has determined that a shareholder’s voting entitlement at the AGM will be taken to be the entitlement of the person shown in the register of members as at 7.00pm (AEDST) on Sunday 25 October 2009.

Restrictions on Voting

Resolution 4

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 4 by all directors and their associates.

However, the Company need not disregard a vote if it is cast by:

• a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the Chairman of the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

• A member entitled to attend the AGM and vote has a right to appoint a proxy. A proxy form accompanies this Notice of Meeting for this purpose.

• The proxy need not be a member of WorleyParsons.

• Any instrument appointing a proxy in which the name of the appointee is not completed is regarded as given in favour of the Chairman of the meeting.

• The appointment of one or more duly appointed proxies will not preclude a member from attending the AGM and voting personally.

• Members who are entitled to cast two or more votes may appoint not more than two proxies to attend and vote at the meeting. An additional proxy form will be supplied by the share registry (Computershare Investor Services Pty Limited) on request by contacting 1 300 855 080 or from outside Australia +61 3 9415 4000.

• Where two proxies are appointed both proxy forms should be completed with the nominated proportion or number of votes each proxy may exercise. If no such proportion or number is specified, each proxy may exercise half of the votes. Neither proxy may vote on a show of hands.

• Proxy forms must be signed by a member or the member’s attorney or, if the member is a corporation, must be signed in accordance with section 127 of the Corporations Act 2001 (Cth) (Act) or under hand of its attorney or duly authorised officer. If the proxy form is signed by a person who is not the registered holder of Shares (e.g., an attorney), then the relevant authority (e.g., in the case of proxy forms signed by an attorney, the power of attorney or a certified copy of the power of attorney) must either have been exhibited previously to WorleyParsons or be enclosed with the proxy form.

• To be effective, proxy forms must be received by the Company at its registered office or deposited at or faxed to:

WORLEYPARSONS LIMITED share registry at: Computershare Investor Services Pty Limited GPO Box 242

Melbourne Vic 3001, Australia Fax number + 61 3 9473 2555

no later than 48 hours prior to the meeting.

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• If a body corporate is appointed as proxy, please write the full name of that body corporate (e.g., Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:

• (a) appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Act; and

• (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the AGM.

If no such evidence is received before the AGM, then the body corporate (through its representative) will not be permitted to act as your proxy.

Body corporate representatives

• A corporation, by resolution of its directors, may authorise a person to act as its representative to vote at the AGM.

• A representative appointed by a corporation may be entitled to execute the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of WorleyParsons.

• To evidence the authorisation, either a certificate of corporate body representative executed under the common seal of the corporation or under the hand of its attorney or an equivalent document evidencing the appointment will be required.

• The certificate or equivalent document must be produced prior to the AGM.

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EXPLANATORY NOTES TO SHAREHOLDERS

WorleyParsons Limited

ABN 17 096 090 158

These Explanatory Notes form part of the Notice of Meeting and should be read with the Notice of Meeting.

BUSINESS

Election of Directors

Resolution 2(a) – Mr Erich Fraunschiel

Erich joined the Board in 2003. He is the Chairman of the Audit and Risk Committee and a member of the Nominations Committee. Erich is a non‑executive director of Woodside Petroleum Limited and of the Australian and New Zealand subsidiaries of the Rabobank Group. He is Chairman of Wesfarmers General Insurance Limited, Lumley Corporation Pty Limited and the Western Australian Opera Company. Erich’s early business career was in the petroleum marketing and management consulting industries. In 1981, he joined the Australian Industry Development Corporation where he was involved in project lending, investment banking and venture capital investment. In 1984, he joined Wesfarmers to start the company’s projects and business development function. In 1988, he became General Manager of the group’s commercial division and from 1992 until his retirement in July 2002 was an executive director and Chief Financial Officer of the group.

The Nominations Committee of the Board conducted an individual review of each director standing for election at the 2009 AGM. On the basis of that review, the Nominations Committee recommended and the Board endorsed Mr Fraunschiel as a candidate for re‑election. The directors (other than Mr Fraunschiel) recommend the reappointment of Mr Erich Fraunschiel to the WorleyParsons Board.

Resolution 2(b) – Mr William Hall

William (Bill) joined the Board in 2004 following the Company’s acquisition of Parsons E&C Corporation. Bill was with the Parsons Group for 25 years. He became Chairman and CEO of Parsons Energy & Chemicals Group Inc. in 2002. Prior to this position he served as President of Parsons Energy & Chemicals Group Inc. (1997–2001), President of The Ralph M. Parsons Company (1992–1995), and Senior Vice President and Manager of the Petroleum & Chemical (P&C) Division with the company (1989–1991). Bill has 42 years’ experience in the global engineering field, holding a number of key project and other US and international management positions with Parsons. Bill has bachelor and master’s degrees in Chemical Engineering at Virginia Polytechnic Institute and has completed the Executive Program at Stanford University. He is also on the Board of Directors of the US‑Saudi Arabian Business Council.

The Nominations Committee of the Board conducted an individual review of each director standing for election at the 2009 AGM. On the basis of that review, the Nominations Committee recommended and the Board endorsed Mr Hall as a candidate for re‑election. The directors (other than Mr Hall) recommend the reappointment of Mr William Hall to the WorleyParsons Board.

Resolution 3 – Remuneration Report

The Remuneration Report is set out on pages 29 to 39 of the WorleyParsons 2009 Annual Report. It is also available on the WorleyParsons internet site (www.worleyparsons.com).

The Act requires listed companies to put a non‑binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only and does not bind the directors or the Company. However, the Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy.

In summary, the Remuneration Report sets out the remuneration policy for the Company and its controlled entities and:

• reports and explains the remuneration arrangements in place for executive directors, senior management and non‑executive directors;

• explains Board policies in relation to the nature and value of remuneration paid to non‑executive directors, executives and senior managers within the WorleyParsons group; and

• discusses the relationship between the Board policies and WorleyParsons performance.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

The directors unanimously recommend shareholders approve the adoption of the Remuneration Report.

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Resolution 4 – Grant of Performance Rights to Executive Directors

Resolution 4 seeks shareholder approval for the grant of Performance Rights to the Company’s executive directors (Messrs John Grill, David Housego, William Hall and Larry Benke) pursuant to the WorleyParsons Limited Performance Rights Plan (Plan) and otherwise on the terms and conditions set out in this Notice of Meeting. Mr Benke is the alternate executive director for Mr Hall.

The Company’s remuneration policy is designed to retain and attract high performing employees by providing reward opportunities that are competitive on a global, regional and local basis, to drive a culture of achievement by providing a transparent link between reward and performance and to align employee and shareholder interests through participation in equity ownership. The remuneration structure used by the Company to achieve these objectives includes the combination of fixed annual remuneration and performance related remuneration (including participation in the Plan).

The Remuneration Committee regularly seeks independent expert advice on the appropriateness of remuneration packages having regard to packages offered by comparable companies.

While not required by the ASX Listing Rules, in the interests of good governance and transparency, the directors wish to keep shareholders informed of relevant issues relating to the remuneration of the Company’s executive directors. Accordingly, shareholder approval is sought for the grant to Messrs Grill, Housego, Hall and Benke of up to the following maximum number of performance rights:

• Mr John Grill 45,289 performance rights

• Mr David Housego 17,383 performance rights

• Mr William Hall 18,663 performance rights

• Mr Larry Benke 11,213 performance rights

• Total 92,548 performance rights

The actual number of Performance Rights granted to the executive directors will be calculated in accordance with the following formula (Formula):

Formula: X =[ Y% of Fixed Remuneration] P

Where:

• X = total number of performance rights granted;

• Y = maximum performance‑based percentage for long term incentive for each individual executive director as approved annually at the Board’s discretion;

Fixed Remuneration = cash or base salary, superannuation contributions and any salary sacrifice components;

P = the volume weighted average share price of the Company’s shares over the 10 trading days immediately following the announcement of the annual results (Price).

For the purposes of the Formula, Fixed Remuneration that is not denominated in Australian dollars will be calculated using the average exchange rate over the same period as the Price is calculated.

In respect of the 2009/10 financial year, the Fixed Remuneration of the executive directors is as follows:

Mr Grill’s Fixed Remuneration AUD$1,500,000 Mr Housego’s Fixed Remuneration AUD$652,500 Mr Hall’s Fixed Remuneration USD$587,700 Mr Benke’s Fixed Remuneration CAD$578,700

The total maximum aggregate number of performance rights granted to the executive directors for the 2009/10 financial year will not exceed 92,548 performance rights.

Messrs Grill, Housego, Hall and Benke are the only directors who are entitled to participate in the Plan.

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Details of previous grants of performance rights are set out in the Remuneration Report.

In summary, each performance right granted pursuant to the approval sought at the AGM will entitle the holder to one fully paid ordinary share in the Company at no cost, subject to satisfaction of the performance conditions described below. The performance rights vest after three or four years based on the achievement of prescribed performance conditions and a service condition. The Performance Rights may only be exercised after this period when fully vested, and expire 10 years from the date of issue.

The performance rights proposed to be granted to Messrs Grill, Housego, Hall and Benke for the 2009/10 financial year may only be exercised to the extent that specific total shareholder return (TSR) and the earnings per share (EPS) growth targets measures are satisfied as set out below.

The TSR measure represents the change in the capital value of a listed entity’s share price over a period, plus reinvested dividends, expressed as a percentage of the opening value. Relative TSR performance will be measured annually against a peer group determined by the Remuneration Committee from time to time over a three to four year period from the date of grant. That is, the TSR measure will initially be assessed at the end of the three year performance period and if the hurdle is not met in year 3, the executive may elect to have the TSR re‑tested at the end of year 4. The election to re‑test is irrevocable. Where the executive elects to re‑test at the end of year 4, the executive will forgo any portion of the Performance Rights that met the TSR hurdle in year 3. Should the performance hurdle not be met at the end of year 4, then up to 60% of the Performance Rights will lapse.

The peer group for the TSR comprises companies that compete against WorleyParsons for customers, people and projects. The peer group for 2009/10 comprises AECOM, Aker Solutions, AMEC, Fluor, FosterWheeler, Jacobs Engineering, Wood Group, KBR, SNC‑Lavalin and URS Corporation. The Board has discretion to adjust this group to take into account events including, but not limited to, takeovers or mergers that might occur during the performance period.

60% of each executive director’s performance rights will be subject to the TSR measurement in accordance with the following table.

60% of each executive director’s performance rights will be subject to the TSR measurement in accordance with the following table.	60% of each executive director’s performance rights will be subject to the TSR measurement in accordance with the following table.
TSR Measurement Table
Relative TSR percentile ranking	Proportion of performance rights that may be exercised if the TSR performance hurdle is met
Less than 50th percentile	0%
At 50th percentile	30%
More than 50th and up to 75th percentile	Pro‑rated vesting between 31% and 59%
More than 75th percentile	60% (i.e. maximum available under the Plan)

40% of each executive’s Performance Rights vest subject to the EPS measurement in accordance with the following table:

40% of each executive’s Performance Rights vest subject to the EPS measurement in accordance with the following table:	40% of each executive’s Performance Rights vest subject to the EPS measurement in accordance with the following table:
EPS Measurement Table
Average compound growth in EPS over the performance period	Proportion of performance rights that may be exercised if the EPS performance hurdle is met
Less than 4% p.a. above increase in CPI	0%
4% p.a. above increase in CPI	20%
More than 4% p.a. increase in CPI but less than 8% p.a. above increase in CPI	An additional 5% of Performance Rights will vest for each additional 1% p.a. plus CPI increase
8% p.a. above increase in CPI	40% (i.e. maximum available under the Plan)

40% of the performance rights will lapse if compound EPS is less than 4% p.a. above the increase in CPI. The EPS measure will not be retested.

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To provide appropriate stretch targets for the Company’s growth over the next three years, the EPS growth hurdles for the FY2010 Performance Rights have been set at the same levels as Performance Rights issued prior to 2008 (compound EPS growth of CPI + 8% for three years is required for 100% vesting) rather than at the levels for the FY2008 and FY2009 grants. The EPS growth hurdles of prior grants are unchanged.

For measurement purposes the Consumer Price Index (CPI) calculated by the Australian Bureau of Statistics will be applied. This index measures the change in prices paid by households for goods and services for consumption purposes. Basic earnings per share is determined by dividing the operating profit after income tax by the weighted average number of ordinary shares outstanding during the financial year.

The performance rights vest as the executive director meets a service requirement, i.e. the executive director must continue to remain employed by the Company to become eligible to exercise his performance rights. The performance rights may generally only be exercised after the three year period when fully vested, subject to the relevant performance hurdles being satisfied. Trading restrictions may apply to the shares on exercise of the performance rights, as determined by the Board at its discretion.

If the executive director leaves the Company, the Board may exercise its discretion and allow a proportion (if any) of any unvested performance rights to remain in the plan, and subsequently vest and be exercised, having regard to such factors as performance against applicable performance hurdles, as well as the performance and contribution of the executive director.

Under the Plan Rules, the Board may deem any or all unvested performance rights to have lapsed if, in the opinion of the Board, the executive director acts fraudulently or dishonestly or is in breach of any of his obligations to the Company. In the event of a “change of control” of the Company (which is defined as a third party acquiring unconditionally 51% or more of the Company) the directors will exercise their discretion to determine whether any or all unvested performance rights vest, having regard to whether the appropriate performance hurdles in respect of those performance rights have been met at the date of change of control.

The Board’s view continues to be that, unless WorleyParsons performs well and shareholder value is improved, the executive directors should not receive a benefit under the Plan. The revised performance conditions impose challenging but achievable targets for the executive directors and have been chosen to contribute to the creation of shareholder wealth.

Details of any Performance Rights granted under the Plan will be announced to the ASX at time of grant. No performance rights will be issued under this approval later than one year after the date of the AGM.

The directors (with Messrs Grill, Housego, Hall and Benke abstaining) recommend that shareholders vote in favour of the resolution.

Voting on Resolution 4

In accordance with the Listing Rules, the Company will disregard any votes cast on resolution 4 by any directors and their associates.

However, the Company need not disregard a vote if it is cast by:

• a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the Chairman of the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Undirected proxies

The Chairman of the meeting intends to use any undirected proxies held by him to vote in favour of resolution 4, provided shareholders give permission for this by marking the appropriate box on the proxy form.

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000001 000 WOR MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 2.00 pm (AEDST) on Sunday 25 October 2009

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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Turn over to complete the form

View the annual report or update your securityholding, 24 hours a day, 7 days a week: www.worleyparsons.com

Your secure access information is:

Access the annual report

SRN/HIN: I9999999999

Review your securityholding

Update your securityholding

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of WorleyParsons Limited hereby appoint the Chairman OR of the Meeting

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of WorleyParsons Limited to be held at the Radisson Plaza Hotel, 27 O'Connell Street, Sydney NSW 2000 on Tuesday, 27 October 2009 at 2.00 pm (AEDST) and at any adjournment of that meeting.

Important for Item 4: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 4 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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2a	To re-elect Mr Erich Fraunschiel as a director
2b	To re-elect Mr William Hall as a director
3	To adopt the Remuneration Report
4	Grant of Performance Rights to Executive Directors

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) [This section must be completed.]
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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WO R

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