WORLEY LIMITED — AGM Information 2012

Sep 20, 2012

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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

21 September 2012

Manager, Market Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

WORLEYPARSONS LIMITED (WOR) 2012 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 23 October 2012. A copy of the 2012 Annual Report was sent to the ASX on 29 August 2012.

The Notice will be available on the Company’s website and mailed to all WOR shareholders who have elected to receive a copy of the Notice on or about Friday 21 September 2012. 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.

Yours faithfully WorleyParsons

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Peter Janu Company Secretary

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Level 12, 141 Walker Street North Sydney NSW 2060 Australia

WorleyParsons Limited ABN 17 096 090 158

www.worleyparsons.com

ANNUAL GENERAL MEETING 2012

WorleyParsons’ 2012 Annual General Meeting will be held on Tuesday, 23 October 2012 commencing at 3.00pm (AEDT) at The MacLaurin Hall, The Quadrangle, The University of Sydney, Camperdown, Sydney.

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Dear Shareholder

On behalf of the Board of WorleyParsons Limited, I am pleased to invite you to our 2012 Annual General Meeting. We have enclosed the Notice of Meeting which sets out the business of the meeting.

WorleyParsons’ 2012 Annual General Meeting will be held on Tuesday, 23 October 2012 commencing at 3.00pm (AEDT) at The MacLaurin Hall, The Quadrangle, The University of Sydney, Camperdown, Sydney. Directions to the venue and details of the public transport and the free bus to and from the venue are set out on the back cover of the enclosed Notice of Meeting. To reserve a seat on the free bus, please call WorleyParsons on (02) 8923 6866.

If you are unable to attend the meeting, I encourage you to complete the enclosed proxy form. The proxy form should be returned by hand, mail or fax or submitted online to our share registry, Computershare Investor Services, by 3.00pm (AEDT) on Sunday, 21 October 2012. Please see pages 4 and 5 of the Notice of Meeting for further details.

Corporate shareholders are encouraged to complete a “Certificate of Appointment of Corporate Representative” to enable a person to attend the meeting on their behalf. This certificate may be obtained by contacting our share registry on the phone number provided in the enclosed Notice of Meeting.

Further details relating to the various resolutions proposed at the meeting are set out in the Explanatory Notes accompanying the enclosed Notice of Meeting. I urge all shareholders to read this material carefully before voting on the proposed resolutions. Subject to the abstentions noted, the Board unanimously recommends that shareholders vote in favor of each of the resolutions set out in the enclosed Notice of Meeting.

This year we are again inviting shareholders who are unable to attend the meeting to submit written questions before the meeting and you will find a form for this purpose enclosed with this letter. Alternatively, you may lodge your questions online at www.investorvote.com.au before the meeting. Questions must be received by 3.00pm (AEDT) on Tuesday, 16 October 2012. We will endeavor to address as many questions as possible during the meeting.

The 2012 result for WorleyParsons was a full year net profit after tax attributable to shareholders of $353 million. The Board resolved to pay a final dividend of 51.0 cents per share partially franked at 61.3%, taking the total dividend for the year to 91.0 cents per share.

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

This Annual General Meeting will be John Grill’s last as CEO and we will be celebrating this special event directly after the meeting with drinks and canapés. John will also be making a special personal announcement at this post AGM function.

I look forward to seeing you at the meeting and enjoying drinks and canapés with you following the meeting.

Yours sincerely

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Ron McNeilly Chairman

2 WorleyParsons Notice of Meeting 2012

NOTICE OF MEETING

WorleyParsons Limited

ABN 17 096 090 158

Notice is given that the 2012 Annual General Meeting (“AGM”) of WorleyParsons Limited (“WorleyParsons” or “Company”) will be held on Tuesday, 23 October 2012 at 3.00pm (AEDT) at The MacLaurin Hall, The Quadrangle, The University of Sydney, Camperdown, Sydney.

Business

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Financial Report

To receive and consider the Financial Report, which includes the Directors’ Report and Auditor’s Report, as set out in the Company’s Annual Report for the year ended 30 June 2012.

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 Ms Wang Xiao Bin, who retires in accordance with rule 8.1(e)(1) of the Company’s Constitution, and, being eligible, is elected as a director of the Company.”

• (c) “ That Dr Christopher Haynes, OBE, who retires in accordance with rule 8.1(e)(1) of the Company’s Constitution, and, being eligible, is elected as a director of the Company.”

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Remuneration Report

To adopt the Remuneration Report as set out in the Company’s Annual Report for the year ended 30 June 2012.

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

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Grant of performance rights to Mr Andrew Wood

(Chief Executive Officer and Managing Director with effect from the end of the AGM)

To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That approval be given under ASX Listing Rule 10.14 for the grant of not more than a total of 53, 084 performance rights to Mr Andrew Wood, in accordance with the WorleyParsons Performance Rights Plan and on the terms set out in the Explanatory Notes attached to the Notice of Meeting.”

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Aggregate fee pool for non–executive directors

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

“That approval be given, for the purpose of rule 8.4(a) of the Company’s Constitution and ASX Listing Rule 10.17, for the aggregate amount of remuneration that may be paid in any financial year to the Company’s non-executive directors to be increased by $650,000 from $2,600,000 to $3,250,000 (inclusive of all amounts paid to or for the benefit of a non-executive director).” By order of the Board Dated: 12 September 2012

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Peter Janu Company Secretary

WorleyParsons Notice of Meeting 2012 3

NOTES

Voting entitlements

A shareholder’s voting entitlement at the AGM will be taken to be the entitlement of the person shown in the register of shareholders as at 7.00pm (AEDT) on Sunday, 21 October 2012.

Voting exclusions

Item 3

In accordance with the Australian Corporations Act 2001 (the “Corporations Act”), the Company will disregard any votes cast on item 3 by or on behalf of:

• a member of its “Key Management Personnel” (“KMP“) (“Key Management Personnel” is defined in the Corporations Act and includes each of the directors, all those executives named in the Remuneration Report included in the Company’s Annual Report for the year ended 30 June 2012 and any other persons who are the Company’s Key Management Personnel at the date of the AGM); or

• a closely related party (such as close family members and any controlled companies) of those persons,

unless the vote is cast by a person as proxy for a person entitled to vote on item 3:

• in accordance with a direction as to how to vote on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorization to exercise the proxy even though item 3 is connected with the remuneration of the Company’s KMP.

Item 4

In accordance with the Listing Rules and the Corporations Act, the Company will disregard any votes cast on item 4:

• by or on behalf of Mr Wood or a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or their associates; and

• as a proxy by a member of KMP or their closely related parties (such as close family members and any controlled companies of those persons).

• 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

• by the Chairman of the meeting pursuant to an express authorization to exercise the proxy even though item 4 is connected with the remuneration of a member of the Company’s KMP.

Item 5

In accordance with the Listing Rules and the Corporations Act, the Company will disregard any votes cast on item 5:

• by or on behalf of any directors or an associate of a director; and

• as a proxy by a member of KMP or their closely related parties (such as close family members and any controlled companies of those persons),

• unless the vote is cast by a person as proxy for a person entitled to vote on item 5:

• in accordance with a direction as to how to vote on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorization to exercise the proxy and the shareholder has ticked the box on the proxy form acknowledging that the Chairman of the meeting may vote as he decides.

Proxies

• A shareholder 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 shareholder of WorleyParsons.

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

• The appointment of one or more duly appointed proxies will not preclude a shareholder from attending the AGM and voting personally. The appointment of a proxy is not revoked by the shareholder attending and taking part in the AGM, but if the shareholder votes on any resolution, any proxy is not entitled to vote, and must not vote, as the shareholder’s proxy on the resolution.

• Shareholders who are entitled to cast two or more votes may appoint not more than two proxies to attend and vote at the AGM. When appointing two proxies write both names on the proxy form.

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• The proxy form 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.

• Shareholders can direct their proxy how to vote by following the instructions on the proxy form, and are encouraged to do so. If the Chairman of the meeting is appointed as a shareholder’s proxy or becomes their proxy by default, he can be directed how to vote by ticking the relevant boxes next to each item on the proxy form (ie ‘for’, ‘against’ or ‘abstain’).

• If you appoint a KMP of the Company or one of their closely related parties as proxy, they will not be able to cast your votes on items 3, 4 and 5 unless you direct them how to vote or the Chairman of the meeting is your proxy.

• If you appoint the Chairman of the meeting as your proxy or the Chairman of the meeting is appointed as your proxy by default, and you do not mark a voting box for items 3, 4 and 5, then by signing and returning the proxy form you will be expressly authorizing the Chairman of the meeting to exercise the proxy in respect of the relevant item even though the item is connected with the remuneration of the Company’s KMP. Please note that if you do not mark a voting box for item 5, the Chairman of the meeting will not be able to vote as your proxy on item 5 unless you tick the box in Step 2 of the proxy form. The Chairman of the meeting intends to vote all available proxies in favor of each item of business.

• Proxy forms (other than those lodged online) must be signed by a shareholder or the shareholder’s attorney, or, if the shareholder is a corporation, must be signed in accordance with section 127 of the Corporations Act or under the hand of its attorney or duly authorized officer.

• If the proxy form is signed by a person who is not the registered shareholder (e.g., an attorney), then the relevant authority (e.g., in the case of a proxy form signed by an attorney, the power of attorney or a certified copy of the power of attorney) must be provided to the Company or its share registry, Computershare Investor Services Pty Limited, before the AGM. If no such relevant authority is received before the AGM, then the person listed as the proxy on the proxy form will not be permitted to act as a proxy.

• If a body corporate is appointed as a 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 to the Company or the share registry of its corporate representative’s appointment before 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 a proxy.

• To be effective, proxy forms must be received by the Company at its registered office or lodged with its share registry no later than 48 hours before the AGM. That is, not later than 3.00pm (AEDT) on Sunday, 21 October 2012.

• Proxy forms may be lodged with the Company’s share registry:

• by hand: Level 4, 60 Carrington Street, Sydney NSW 2000;

• by post: GPO Box 242, Melbourne VIC 3001;

• by facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

• online: by visiting www.investorvote.com.au. To use the online facility shareholders will require the secure access information set out on their proxy forms. Shareholders will be taken to have duly executed their proxy forms if they lodge them in accordance with the instructions in this Notice of Meeting, on the proxy form and supplied via the online facility no later than 3.00pm (AEDT) on Sunday, 21 October 2012.

• If a poll is duly demanded at the AGM on the question of whether a resolution be passed and a member’s proxy is either not recorded as attending the AGM or does not vote on the resolution, the Chairman of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution.

Body corporate representatives

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

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

• To evidence the authorization, either a “Certificate of Appointment of Corporate Representative” executed in accordance with section 127 of the Corporations Act or under the hand of its attorney, or an equivalent document evidencing the appointment is required.

• A “Certificate of Appointment of Corporate Representative” may be obtained by contacting the Company’s share registry on 1300 850 505 or from outside Australia on +61 3 9415 4000.

• The certificate or equivalent document must be provided to the Company or its share registry before the AGM.

WorleyParsons Notice of Meeting 2012 5

WorleyParsons Limited ABN 17 096 090 158

EXPLANATORY NOTES

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

Business

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Financial Report

The Company’s Financial Report, which includes the Directors’ Report and the Auditor’s Report, for the year ended 30 June 2012 (“FY2012”) may be accessed online at annualreport.worleyparsons.com The reports are also set out on pages 31 to 89 of the Company’s Annual Report for FY2012 (“Annual Report”).

During this item of business, shareholders will have a reasonable opportunity to ask questions and make comments on the Company’s Financial Report, including the Directors’ Report and the Auditor’s Report, and the business and management of the Company generally.

The Chairman will also give shareholders a reasonable opportunity to ask the Company’s auditor, Ernst & Young, questions relevant to:

• the conduct of the audit (including the independence of the auditor);

• the preparation and content of the Auditor’s Report; and

• the accounting policies adopted by the Company in relation to the preparation of its financial statements.

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Election of Directors

Following the 2011 Annual General Meeting, the Board comprised seven directors (six non-executive directors and one executive director).

Director changes and proposed director changes relevant to the composition of the Board are as follows:

• on 1 December 2011 Ms Wang Xiao Bin was appointed as a non-executive director and will stand for election at the AGM;

• on 1 January 2012 Dr Christopher Haynes OBE was appointed as a non-executive director and will stand for election at the AGM; and

• Mr Erich Fraunschiel will retire by rotation at the end of the AGM and offers himself for re-election.

Should those directors listed in resolution 2 be elected and re-elected, as recommended by the Board, the Board will comprise nine directors (eight non-executive directors and one executive director).

Resolution 2(a) – Mr Erich Fraunschiel

Mr Fraunschiel is Chairman of the Audit and Risk Committee and a member of the Nominations Committee.

Mr Fraunschiel is a non-executive director of Woodside Petroleum Limited. He is Chairman of Wesfarmers General Insurance Limited and Wesfarmers Insurance Pty Limited. Mr Fraunschiel’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 Wesfarmers’ commercial division and from 1992 until his retirement in July 2002 was an executive director and Chief Financial Officer of Wesfarmers.

The Nominations Committee of the Board conducted an individual review of Mr Fraunschiel in June 2012. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Mr Fraunschiel as a candidate for re-election.

Directors’ recommendation

The Board (with Mr Fraunschiel abstaining) recommends that the shareholders vote in favor of the re-election of Mr Fraunschiel as a director.

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Resolution 2(b) – Ms Wang Xiao Bin

Ms Wang was appointed to the Board on 1 December 2011 and is a member of the Audit and Risk Committee and the Nominations Committee. She is based in Hong Kong and is an Executive Director and the Chief Financial Officer of China Resources Power Holdings Company Limited. Prior to joining China Resources Power in July 2003, she was a director of corporate finance of ING Investment Banking, responsible for execution of capital markets and merger and acquisition transactions in the Asia Pacific region. Ms Wang worked for Price Waterhouse in Australia in the Audit and Business Advisory Division for five years before joining ING. She is a member of CPA Australia and holds a graduate diploma in Applied Finance and Investment from the Securities Institute of Australia (now Finsia) and a Bachelor of Commerce from Murdoch University in Australia.

The Nominations Committee of the Board conducted an individual review of Ms Wang in June 2012. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Ms Wang as a candidate for election.

Directors’ recommendation

The Board (with Ms Wang abstaining) recommends that the shareholders vote in favor of the election of Ms Wang as a director.

Resolution 2(c) – Dr Christopher Haynes OBE

Dr Haynes was appointed to the Board effective 1 January 2012. He is Chairman of the Health, Safety and Environment Committee and a member of the Nominations Committee. He is based in the United Kingdom and is a non-executive director of Woodside

Petroleum Limited. His appointment followed a 39 year career with the Shell Group of Companies and their affiliates. He has lived in a large number of countries, working in the oil and gas exploration and production, LNG and chemicals businesses, primarily in project development and delivery and in operations. Dr Haynes was seconded to Woodside Petroleum Limited from 1999 to 2002, where he was General Manager of the North West Shelf Venture and was subsequently Managing Director of Shell’s operations in Syria and of Nigeria LNG Limited. In 2008, Dr Haynes assumed responsibility for the delivery of Shell’s major upstream projects worldwide. He retired from Shell in August 2011. Dr Haynes graduated from the University of Manchester with a Bachelor of Science with Honors in Mechanical Engineering and obtained a Doctor of Philosophy degree in Applied Sciences from the University of Sussex. He is a Chartered Engineer and Fellow of the Institution of Mechanical Engineers in the United Kingdom and was appointed to the Order of the British Empire in June 2009 for his services to the British oil and gas industry in Nigeria.

The Nominations Committee of the Board conducted an individual review of Dr Haynes in June 2012. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Dr Haynes as a candidate for election.

Directors’ recommendation

The Board (with Dr Haynes abstaining) recommends that the shareholders vote in favor of the election of Dr Haynes as a director.

Remuneration 3 Report

The Remuneration Report is set out on pages 37 to 51 of the Annual Report (“Remuneration Report”). It is also available online at annualreport.worleyparsons.com

The Corporations Act requires each listed company to put a non-binding resolution to its shareholders to adopt its Remuneration Report. In line with the requirements of the Corporations Act, this vote will be advisory only and does not bind the directors or the Company. However, the Board will take the outcome of this vote and the discussion at the AGM into consideration when determining the Company’s remuneration policy.

In summary, the Remuneration Report sets out the remuneration policy for the Company and its subsidiaries (“Group”) and:

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

• explains Board policies in relation to the nature and value of remuneration paid to non-executive directors, executive directors and senior management; and

• discusses the relationship between WorleyParsons’ remuneration practices and its performance.

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

Directors’ recommendation

The Board unanimously recommends that shareholders approve the adoption of the Remuneration Report.

Voting exclusion statement

The Company will disregard any votes cast on item 3 by or on behalf of:

• a member of the “Key Management Personnel” (“KMP“) (“Key Management Personnel” is defined in the Corporations Act and includes each of the directors, all those executives named in the Remuneration Report and any other persons who are the Company’s Key Management Personnel at the date of the AGM); or

• a closely related party (such as close family members and any controlled companies) of those persons,

• unless the vote is cast by a person as proxy for a person entitled to vote on item 3:

• in accordance with a direction as to how to vote on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorization to exercise the proxy even through item 3 is connected with the remuneration of the Company’s KMP.

WorleyParsons Notice of Meeting 2012 7

4

Grant of performance rights to Mr Andrew Wood

On 6 July 2012, the Company announced that Mr Andrew Wood would assume the role of Chief Executive Officer and Managing Director of the Company, effective from the end of the AGM.

Resolution 4 seeks shareholder approval for the grant of performance rights to Mr Andrew Wood under the WorleyParsons Performance Rights Plan (“Plan”) and otherwise on the terms and conditions set out in this Notice of Meeting.

The Company is seeking approval for the grant of those performance rights to Mr Wood in accordance with the ASX Listing Rules on the terms set out below, both as a matter of good, transparent corporate governance and to preserve flexibility as to how it sources any shares allocated on vesting of the performance rights (i.e. whether shares are purchased on market or newly issued).

Shareholder approval is sought for the grant to Mr Wood of up to a maximum number of 53,084 performance rights.

Details of the proposed grant to Mr Wood under the Plan are set out below.

The number above represents the maximum number of performance rights that may be granted, however the actual number of performance rights granted to Mr Wood will be determined as set out below.

(“EPS Tranche”) to vest. The Board believes that the performance hurdles impose challenging but achievable targets for Mr Wood that reward performance, contributing to the creation of shareholder wealth.

4.1 TSR Tranche

The TSR Tranche constitutes fifty percent of Mr Wood’s performance rights grant for FY2013. The performance rights subject to the TSR performance hurdle will vest 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 50thpercentile	0%
At 50thpercentile	25%
More than the 50th and less than the 75th percentile	Pro-rated vesting between 25% and 50%
At the 75th percentile	50% (i.e. maximum available under the TSR Tranche)

Grants under the Plan

The maximum number of performance rights that will be granted to Mr Wood in respect of the year ending 30 June 2013 (“FY2013”).

That number was determined by dividing 85% of his total fixed remuneration as CEO by the volume weighted average price of the Company’s shares over the 10 trading days immediately following the day on which the Company announced its annual results. 85% is the maximum performance-based percentage for Mr Wood’s long term incentive for FY2013 under the Plan, as approved by the Board in its discretion.

Each performance right granted under the Plan will entitle Mr Wood 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 four years based on the achievement of prescribed performance conditions and a service condition.

The performance rights to be granted to Mr Wood will be split into two tranches, which will each only vest to the extent that the specific performance hurdle for that tranche is satisfied. The total shareholder return (“TSR”) hurdle must be satisfied for the first tranche (“TSR Tranche”) to vest and the earnings per share (“EPS”) hurdle must be satisfied for the second tranche

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.

The TSR performance of each company in the relevant peer group will be determined and the Company’s TSR performance ranked against them. The Board then determines the level of satisfaction of the performance hurdle and therefore the level of vesting of the TSR Tranche. Relative TSR performance will be measured against a peer group determined by the Company’s Remuneration Committee from time to time, over a four year period from the date of grant. That is, the TSR measure will be assessed at the end of the four year performance period and, if the performance hurdle has not been met at the end of year four, up to 100% of the TSR Tranche will lapse.

The peer group for the TSR hurdle comprises companies that compete against WorleyParsons for customers, people and projects. The peer group for FY2013 comprises AECOM, Aker Solutions, AMEC, Arcadis, Atkins, Balfour Beatty, Cardno, Chicago Bridge & Iron Company, Downer EDI, Fluor Corporation, Foster Wheeler, Fugro, Jacobs Engineering Group, JGC Corporation, KBR, Leighton Holdings, McDermott International, Monadelphous Group, Saipem, Serco

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Group, SNC-Lavalin, Stantec, Technip, Tecnicas Reunidas, Tetra Tech, The Shaw Group, UGL, URS Corporation, Wood Group. 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.

4.2 EPS Tranche

The EPS Tranche constitutes fifty percent of Mr Wood’s performance rights grant for FY2013. The performance rights subject to the EPS performance hurdle will vest subject to testing against the Company’s 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	25%
More than 4% p.a. above increase in CPI but less than 8% p.a. above increase in CPI	Pro-rated vesting between 25% and 50%
8% p.a. above increase in CPI	50% (i.e. maximum available under the EPS Tranche)

Basic EPS is determined by dividing the operating profit after income tax by the weighted average number of ordinary shares on issue during the financial year. The Company’s EPS will be determined at the end of the four year performance period. The Board will then determine the level of satisfaction of the performance hurdle and therefore the level of vesting of the EPS tranche.

100% of the EPS Tranche will lapse if compound EPS is less than 4% p.a. above the increase in Consumer Price Index (“CPI”) at the end of the four year performance period.

For measurement purposes, the 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.

4.3 Provisions applying generally to performance rights granted under the Plan

The performance rights expire seven years after the date of issue. Executives participating in the Plan are not required to pay any amount at the time of grant of the performance rights, nor on vesting or exercise of

those performance rights.

Once vested, the shares underlying the performance rights are automatically exercised and allocated to the participating executives, unless they elect to exercise their vested performance rights at a later time. It is currently intended that shares allocated on vesting of the performance rights will be issued to them. However, the Board retains the discretion to instead acquire the shares on-market on their behalf.

Shares allocated to participating executives will be subject to the WorleyParsons Securities Dealing Policy. Those shares may also be subject to other trading restrictions as determined by the Board in its discretion.

Performance rights carry no voting or dividend entitlements. It is only once performance rights have vested and shares have been allocated that participating executives have a right to dividends and to vote at meetings of the Company’s shareholders. Those rights exist even where trading restrictions apply to the shares.

The rules of the Plan contain provisions relating to the treatment of performance rights in the event of a takeover or change in control and in the event of a bonus issue or capital reorganization. Generally, in the event of a bonus issue or capital reorganization, the Board may adjust the number of rights, so as to ensure no advantage or disadvantage to the participating executives. The performance rights carry no other entitlement to participate in new share issues made by the Company.

The Board may deem any unvested performance rights to have lapsed if, in the Board’s opinion, the participating executives have acted fraudulently or dishonestly or are in breach of any of their obligations to the Group.

Generally, if the performance hurdles are satisfied, the performance rights will vest if the participating executives remain employed at the end of the relevant performance period. That is, in the ordinary course, participating executives must continue to remain employed by the Group to become eligible to have their performance rights vest and to exercise those rights.

The Board has discretion to determine how performance rights are treated on a participating executive leaving the Group. If an executive leaves the Group, the Board may exercise its discretion and allow a proportion (if any) of their unvested performance rights to vest on their cessation of employment or to provide that their performance rights do not lapse but will continue and be tested and may vest in the ordinary course.

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.

WorleyParsons Notice of Meeting 2012 9

No approval to grant performance rights was sought at the 2011 Annual General Meeting. The numbers of performance rights granted to Messrs Grill and Hall (at no cost to them) in accordance with the approval obtained at the 2010 Annual General Meeting are as follows:

• Mr Grill: 69,450

• Mr Hall: 25,375

Currently, no director is eligible to participate in the Company’s employee incentive schemes.

As Mr Grill is retiring as the Chief Executive Officer and a director of the Company, he is no longer eligible to participate in the Company’s employee incentive schemes and no further rights will be granted to him under the Plan. Mr Hall is no longer an alternate director.

Directors’ recommendation

The non-executive directors recommend that shareholders vote in favor of the grant of performance rights to Mr Wood in accordance with the terms outlined above.

Voting exclusion statement

In accordance with the Listing Rules and the Corporations Act, the Company will disregard any votes cast on item 4:

• by or on behalf of Mr Wood or a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or their associates; and

• as a proxy by a member of KMP or their closely related parties (such as close family members and any controlled companies of those persons).

• 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

• by the Chairman of the meeting pursuant to an express authorization to exercise the proxy even though item 4 is connected with the remuneration of a member of the Company’s KMP.

5 Aggregate fee pool for non–executive directors

The Company is proposing to increase the aggregate fee pool payable to non-executive directors. Currently, the maximum aggregate amount approved by shareholders under rule 8.4(a) of the Company’s Constitution and ASX Listing Rule 10.17 that may be provided as fees to non–executive directors of the Company for their services as directors is $2,600,000 in any financial year. This amount was approved at the Company’s 2011 Annual General Meeting. Shareholder approval is required under the Company’s Constitution and ASX Listing Rule 10.17 to change that amount.

The Company is seeking shareholder approval to increase the aggregate pool available to pay non-executive directors by $650,000 to $3,250,000 (inclusive of superannuation guarantee contributions, all fees which a non–executive director agrees to sacrifice on a pre–tax basis and all other amounts paid to or for the benefit of a non-executive director). The non-executive directors’ fees paid during FY2012 are detailed in the Remuneration Report. The total value of fees paid to all non-executive directors during FY2012 was $1,974,000.

The Board has increased the fees payable to non-executive directors for FY2013 as detailed in the Remuneration Report. The non-executive directors’ fees were last increased with effect from 1 July 2012. In reviewing the fees payable to non-executive directors for FY2013, the Board considered data concerning the fees paid to non-executive directors of comparablysized ASX–listed companies and global engineering comparator companies.

An increase in the aggregate fee pool is now requested for the following reasons:

• Mr John Grill will retire as Chief Executive Officer and a director of the Company at the AGM. However, the Company’s non-executive directors have unanimously invited Mr Grill to re-join the Board in February 2013, following the release of the Company’s first half FY2013 financial results. At that time he will become non-executive Chairman of the Board and Mr Ron McNeilly, the current Chairman, will become Deputy Chairman and Lead Independent Director. As a result, the number of non-executive directors will increase and a new role, involving additional responsibilities, will be created.

10 WorleyParsons Notice of Meeting 2012

• In response to the recent introduction of new Australian health and safety laws, which have the effect that non-executive directors are required to conduct health and safety due diligence, the Board has established a Health, Safety and Environment Committee. Three directors are members of that committee and, as a result, their respective responsibilities will increase. Further, the number of non-executive directors who are members of the committee may increase in future as the scope and detail of the committee’s activities develop.

• The Company is increasingly global in its operations and has non-executive directors resident in five different countries. Board meetings occur around the world and increasingly non-executive directors are required to travel internationally to attend those meetings. The number of international trips is also expected to increase in future as non-executive directors travel to visit sites in countries outside their home country in conducting health and safety due diligence. As a result, the total of travel allowances, which are paid to non-executive directors, is expected to increase.

• The Board wishes to have sufficient flexibility to continue to re-shape itself as suitable candidates arise.

Directors’ recommendation

Given that each director has an interest in the outcome of this resolution, each of them abstains from making a recommendation in relation to it.

Voting exclusion statement

In accordance with the Listing Rules and the Corporations Act, the Company will disregard any votes cast on item 5:

• by or on behalf of any directors or an associate of a director; and

• as a proxy by a member of KMP or their closely related parties (such as close family members and any controlled companies of those persons),

unless the vote is cast by a person as proxy for a person entitled to vote on item 5:

• in accordance with a direction as to how to vote on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorization to exercise the proxy and the shareholder has ticked the box on the proxy form acknowledging that the Chairman of the meeting may vote as he decides.

WorleyParsons Notice of Meeting 2012 11

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FREE SHUTTLE BUS FROM THE CITY PUBLIC TRANSPORT FROM CENTRAL STATION
Explanatory Notes to shareholders (continued)
B1
A1 C1
Wynyard
Railway Station
Central
Wynyard Park
Railway Station
PARKING AND ACCESS TO MACLAURIN HALL
C2
Lake
Northam
A2
THE
QUADRANGLE
MACLAURIN HALL
Victoria Park
B2
MANNING RD
MARGARET ST
ROSE ST
MYRTLE ST
O’CO
GREAT WESTERN HIGHWAY GRAFTON LN
GRAFTON ST
LEVEY ST
DANG
DANGAR
ERSKINE ST
WYNYARD ST
OUTRAM ST
MANNING RD
PARRAMATTA RD
KNOX ST
SCIENCE RD
UNIVERSITY AVE
CLEVELAND LN
PHYSICS RD
CLEVELAND ST
DANIELS ST
MYRTLE ST
PAINTS LN
PINE LN
ELIM PL
MAZE CRES
CITY RD
BIJOU LN PITT ST
GEORGE ST
BUTLIN AVE
RAILWAY SQUARE
LEE ST
HARRIS ST
PINE ST
MAZE LN
ROSE ST TRACEY LN
SHEPHERD LNSHEPHERD ST
REGENT ST
SHEPHERD ST
BUCKLAND ST
KENSINGTON ST
MAZE CRES
MCLEOD RD
WESTERN AVE
BARFF RD
GOOLD ST
FISHER RD EASTERN AVE
YORK LN
YORK LN
MOORGATE LN
KENT
ST
CLARENCE ST
YORK ST
WYNYARD LN
WILEY ST
GEORGE ST
CARRINGTON ST
BUCKLAND ST
BARFF RD
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Access to MacLaurin Hall

A1 A2 Free Bus

There will be a free bus to the venue, departing from Carrington St, Sydney city at 2.00pm. The bus will depart the University and travel back to Carrington St following the conclusion of the AGM. Call (02) 8923 6866 to reserve your seat.

From the bus stop on City Rd (B2), cross the road via the traffic lights or the overhead bridge and continue along Eastern Ave, across Manning Rd and to The Quadrangle entrance.

From the bus stop on Parramatta Rd (C2), enter through the main gate, and continue along University Ave to The Quadrangle entrance.

B1 B2 Public Transport

Buses 422, 423, 426, 428 depart from Railway Square on George St (near Central Station). Take the bus to City Rd near Butlin Ave.

Parking

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You can find parking at Shepherd St carpark or Eastern Ave carpark at a rate of $4.00 per hour. There is also the Seymour Centre carpark on the corner of Cleveland and Shepherd Sts.

• C1 C2 Catch routes 412, 413, 436, 438, 439, 440, 461, 480, 483 or metrobus M10 from Railway Square. Take the bus to Parramatta Rd near University Ave.

12 WorleyParsons Notice of Meeting 2012

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WorleyParsons Limited

ABN 17 096 090 158

Lodge your proxy form:

• Online:

www.investorvote.com.au

 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

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By Fax:

(within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

By Hand:

Level 4, 60 Carrington Street Sydney NSW 2000 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



Lodge your proxy form online and view the Annual Report and Notice of Meeting, 24 hours a day, 7 days a week:

www.investorvote.com.au

Cast your proxy vote

Your secure access information is:

Control Number:

Access the Annual Report and Notice of Meeting

Review and update your shareholding

SRN/HIN:

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

 For your proxy form to be effective, it must be received by 3.00pm (AEDT) on Sunday 21 October 2012

How to vote on items of business

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

Voting all 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 subject to any voting restrictions that apply to the proxy (see below). If you mark more than one box on an item, your vote will be invalid on that item.

Please note that if you do not mark a voting box for item 5, the Chairman of the meeting will not be able to vote as your proxy on item 5 unless you tick the box in Step 2 of this form.

The Chairman of the meeting intends to vote all available proxies in favor of each item of business.

Signing instructions (other than for forms lodged online)

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

Appointing a proxy: If you wish to appoint the Chairman of the meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the meeting, please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy. If your named proxy attends the meeting but does not vote on a poll on an item of business, the Chairman of the meeting will become your proxy in respect of that item. A proxy need not be a shareholder of WorleyParsons Limited.

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 shares 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 shares for each in Step 1.

Voting restrictions applying to Key Management Personnel: If you appoint a member of the Key Management Personnel of WorleyParsons Limited (“KMP”) or one of their closely related parties as your proxy, that person will not be able to cast your votes on items 3, 4 or 5, unless you direct them how to vote or the Chairman of the meeting is your proxy. “Key Management Personnel” includes each of the directors of the company, all those executives named in the company’s 2012 Remuneration Report and any other persons who are the company’s Key Management Personnel at the date of the meeting.

If you appoint the Chairman of the meeting as your proxy or the Chairman of the meeting is appointed as your proxy by default, and you do not mark a voting box for items 3, 4 or 5, then by signing and returning this form you will be expressly authorizing the Chairman of the meeting to exercise the proxy in respect of the relevant item even though the item is connected with the remuneration of the company's KMP.

Individual: Where the holding is in one name, the shareholder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

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 (under section 204A of the Corporations Act 2001) does not have a company secretary, a sole director may 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. Delete titles as applicable.

Power of Attorney: If you sign this form under authority given under a power of attorney, you must attach the original or a certified copy of that power of attorney to this proxy form when you return it to WorleyParsons or Computershare, unless you have already lodged the original power of attorney or a certified copy of it with WorleyParsons or Computershare.

Attending the meeting

If you are a representative of a corporate shareholder or a corporate proxy and you intend to attend the meeting, you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” or equivalent document evidencing your appointment as a representative to WorleyParsons or Computershare before the meeting. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the "Information" tab, "Downloadable Forms".

or turn over to complete the proxy form

GO ONLINE TO LODGE YOUR PROXY FORM,



916CR_0_Sample_Proxy/000001/000002

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

Proxy Form

Please mark to indicate your directions

Please complete Steps 1, 2 and 3

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Appoint a proxy to vote on your behalf

I/We being a member/s of WorleyParsons Limited hereby appoint

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the Chairman of OR the meeting

 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 and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of WorleyParsons Limited to be held at The MacLaurin Hall, The Quadrangle Building, The University of Sydney, Camperdown, Sydney on Tuesday, 23 October 2012 at 3.00pm (AEDT) and at any adjournment of that meeting.

Chairman authorized to exercise proxies on remuneration related resolutions (items 3, 4 and 5): Where I/we have appointed the Chairman of the meeting as my/our proxy (or the Chairman of the meeting becomes my/our proxy by default), by signing and returning this form I/we expressly authorize the Chairman of the meeting to exercise my/our proxy in respect of items 3, 4 and 5 (except where I/we have indicated a different voting intention below) even though the relevant item is connected directly or indirectly with the remuneration of a member of key management personnel.

Important note: For item 5, this express authorization is also subject to you marking the box in Step 2 below.

The Chairman of the meeting intends to vote all available proxies in favor of all resolutions.

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Important note: Exercise of proxies by the Chairman for item 5

By marking this box, I/we acknowledge that the Chairman of the meeting may exercise my/our proxy even if the Chairman of the meeting has an interest in the outcome of that item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

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 5 and your votes will not be counted in calculating the required majority if a poll is called on this item.

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Items of Business[]

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 calculating the required majority.

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2	(a)	To re-elect Mr Erich Fraunschiel as a director
2	(b)	To elect Ms Wang Xiao Bin as a director
2	(c)	To elect Dr Christopher Haynes, OBE as a director
3		To adopt the Remuneration Report
4		To approve the grant of performance rights to Mr Andrew Wood
5		To approve the increase in the aggregate fee pool for non-executive directors

Important for items 3, 4 and 5 - If the Chairman of the meeting is your proxy (or becomes your proxy by default): If you wish to give the Chairman a specific voting direction on items 3, 4 and 5, you should mark the appropriate box opposite the relevant item (directing your proxy to vote 'for', 'against' or to 'abstain' from voting).

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SIGN
Signature of Shareholder(s) This section must be completed.
Individual or Shareholder 1 Shareholder 2 Shareholder 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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