WORLEY LIMITED — AGM Information 2013

Aug 29, 2013

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

30 August 2013

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) 2013 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 Wednesday 9 October 2013. A copy of the 2013 Annual Report was sent to the ASX on 14 August 2013.

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 30 August 2013. 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

Peter Janu Company Secretary

Annual General Meeting 2013

WorleyParsons' 2013 Annual General Meeting will be held on Wednesday, 9 October 2013 commencing at 2.00pm (AEDT) at The Westin Sydney, 1 Martin Place, Sydney.

Level 12, 141 Walker Street North Sydney NSW 2060 Australia

WorleyParsons Limited ABN 17 096 090 158 www.worleyparsons.com

Dear Shareholder

On behalf of the Board of WorleyParsons Limited, I am pleased to invite you to our 2013 Annual General Meeting. We have enclosed the Notice of Meeting which sets out the business of the meeting.

WorleyParsons' 2013 Annual General Meeting will be held on Wednesday, 9 October 2013 commencing at 2.00pm (AEDT) at The Westin Sydney, 1 Martin Place, Sydney.

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 2.00pm (AEDT) on Monday, 7 October 2013. 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 Notice of Meeting.

Further details relating to the various resolutions proposed at the meeting are set out in the Explanatory Notes accompanying the 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 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 2.00pm (AEDT) on Friday, 27 September 2013. We will endeavor to address as many questions as possible during the meeting.

The 2013 result for WorleyParsons was a full year net profit after tax attributable to shareholders of \$322 million. The Board resolved to pay a final dividend of 51 cents per share unfranked, taking the total dividend for the year to 92.5 cents per share.

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 meeting.

Yours sincerely

John Grill Chairman

Notice of Meeting WorleyParsons Limited

BUSINESS

1. Financial Report

ABN 17 096 090 158

Notice is given that the 2013 Annual General Meeting (AGM) of WorleyParsons Limited (Company or WorleyParsons) will be held on Wednesday, 9 October 2013 commencing at 2.00pm (AEDT) at The Westin Sydney, 1 Martin Place, Sydney.

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 financial year ended 30 June 2013.

2. Election of directors

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

• (a) "That Mr John Grill, 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."
• (b) "That Mr Larry Benke, 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."
• (c) "That Mr John M Green, 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."
• (d) "That Ms Catherine Livingstone, 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."
• (e) "That Mr JB McNeil 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 Company's Annual Report for the financial year ended 30 June 2013.

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

4. Grant of performance rights to Mr Andrew Wood

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

"That approval is given for all purposes, including ASX Listing Rule 10.14, for the issue of performance rights to Mr Andrew Wood in accordance with the WorleyParsons Performance Rights Plan in each of the financial years ending 30 June 2014, 2015 and 2016 on the terms set out in the Explanatory Notes attached to the Notice of Meeting."

5. Renewal of proportional takeover provision

To consider and, if thought fit, pass the following resolution as a special resolution:

"That the proportional takeover provision in rule 6 of the Company's Constitution be renewed for a further period of three years commencing from the date of the Annual General Meeting."

6. Approval of potential termination benefits

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

"That approval be given for all purposes, including sections 200B and 200E of the Corporations Act 2001, for the giving of benefits to any current or future member of the Company's key management personnel, in connection with that person ceasing to hold a managerial or executive office in the Company or a related body corporate, on the terms set out in the Explanatory Notes attached to the Notice of Meeting."

By order of the Board Dated: 30 August 2013

Peter Janu Company Secretary

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 Monday, 7 October 2013.

Voting exclusions

Item 3

In accordance with the Corporations Act 2001 (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) named in the Remuneration Report or their closely related parties (such as close family members and any controlled companies), regardless of the capacity in which the vote is cast; or
• • as a proxy by a person who is a member of KMP at the date of the AGM or their closely related parties.

However, votes will not be disregarded if they are cast 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 ASX 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, regardless of the capacity in which the vote is cast; or
• • as a proxy by a person who is a member of KMP at the date of the AGM or their closely related parties (such as close family members and any controlled companies of those persons).

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on item 4:

• • 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 6

If any shareholder is a member of the Company's KMP, a potential member of KMP, or an associate of a current or potential member of KMP, and wishes to preserve the benefit of this resolution for that person, they should not vote on the resolution, or they will lose the benefit of the resolution as a result of the operation of the Corporations Act.

Additionally, in accordance with the Corporations Act, the Company will disregard any votes cast on item 6 as a proxy by a person who is a member of KMP at the date of the AGM or their closely related parties. However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on item 6:

• • 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 6 is connected with the remuneration of the Company's KMP.

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.
• • 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 (i.e. '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 or 6 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 or 6, 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. 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 Corporations 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, proxy forms must be recieved no later than 2.00pm (AEDT) on Monday, 7 October 2013.

• • 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 2.00pm (AEDT) on Monday, 7 October 2013.
• • If a poll is duly demanded at the AGM on a resolution and a member's proxy is either not recorded as attending the AGM or does not vote on the resolution in accordance with the member's directions, the Chairman of the meeting is taken, before voting on the resolution closes, to have been appointed as the member's proxy for the purpose 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.

Explanatory Notes

BUSINESS

1. Financial Report

The Company's Financial Report, which includes the Directors' Report and the Auditor's Report, for the financial year ended 30 June 2013 (FY2013) may be accessed online at annualreport.worleyparsons.com. The reports are also set out on pages 40 to 97 of the Company's Annual Report for FY2013 (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.

2. Election of directors

Following the 2012 Annual General Meeting, the Board comprised nine directors (eight non-executive directors and one executive director).

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

• • Mr John Grill retired as Chief Executive Officer and Executive Director on 23 October 2012;
• • Mr Andrew Wood was appointed Chief Executive Officer and Executive Director on 23 October 2012;
• • Mr Ron McNeilly retired as Chairman and Non-Executive Director on 1 March 2013 and was appointed Deputy Chairman and Lead Independent Director on 1 March 2013;
• • Mr John Grill was appointed Chairman and Non-Executive Director on 1 March 2013. In accordance with the Company's Constitution, Mr Grill will stand for election at the AGM; and
• • Mr Larry Benke, Mr John M Green, Ms Catherine Livingstone and Mr JB McNeil will retire by rotation at the end of the AGM and offer themselves for re-election.

With the appointment of Mr John Grill to the Board on 1 March 2013, the Board comprised 10 directors. Should those directors listed in resolution 2 be elected and re-elected, as recommended by the Board, the Board will comprise 10 directors (nine non-executive directors and one executive director).

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.

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.

Resolution 2(a) – Mr John Grill

Mr Grill is Chairman of the Board and Chairman of the Nominations Committee and a member of the Remuneration Committee and Health, Safety and Environment Committee. He has over 40 years' experience in the resources and energy industry, starting his career with Esso Australia. In 1971, he became Chief Executive of Wholohan Grill and Partners, the entity that ultimately became WorleyParsons Limited. This specialized consulting practice acquired the business of Worley Engineering Pty Limited in Australia in 1987. It listed on the Australian Securities Exchange in 2002 as Worley Group Limited following a restructuring of the company. In 2004, Worley Group Limited acquired Parsons E&C Corporation, a US-based global project services company, and changed its name to WorleyParsons Limited. The Company then acquired the Colt Group in Canada in 2007, substantially increasing its capability in the upstream and downstream components of oil sands. Mr Grill has personal expertise in every aspect of project delivery in the resources and energy industry. He has strong relationships with WorleyParsons' major customers and was closely involved at board level with the Company's joint ventures. Mr Grill was awarded an honorary doctorate by The University of Sydney in 2010 in recognition of his contribution to the engineering profession. He is the Chairman of the National Precincts Board and is also on the board of Neuroscience Research Australia and the Australian Chamber Orchestra. Mr Grill is a resident of Australia.

The Nominations Committee of the Board conducted an individual review of Mr Grill in June 2013. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Mr Grill as a candidate for election.

Mr Grill is not regarded by the Board as an independent director.

Directors' recommendation

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

Resolution 2(b) – Mr Larry Benke

Mr Benke joined the Board as a non-executive director on 1 July 2010 and is a member of the Nominations Committee and the Health, Safety and Environment Committee.

Mr Benke was appointed an alternate director for Bill Hall from March 2007, following the Company's acquisition of the Colt Group, until his retirement as Managing Director Canada on 30 June 2010. Mr Benke has extensive experience in the engineering and construction industries including roles in engineering design, project management and general management including President/CEO of the Colt Group and Managing Director of WorleyParsons Canada. He successfully led Colt through a period of substantial growth and expansion which continued with the integration of the company into the WorleyParsons Canada business. Mr Benke is a director of the board of The Calgary Airport Authority, a not for profit responsible for the operation and development of the Calgary International and Springbank airports. He is a director of CEDA International, an Ontario Municipal Employees Retirement System owned corporation providing specialty maintenance and turnaround services to industry. Mr Benke is also a director of Cervus Equipment Corporation, a Toronto Stock Exchange listed company in the business of acquiring and operating agricultural, industrial and construction equipment dealerships. He graduated from the University of Alberta in 1973 with a Bachelor of Science in Electrical Engineering (Honors). Mr Benke is a resident of Canada.

The Nominations Committee of the Board conducted an individual review of Mr Benke in June 2013. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Mr Benke as a candidate for re-election.

Mr Benke is regarded by the Board as an independent director.

Directors' recommendation

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

Resolution 2(c) – Mr John M Green

Mr Green is Chairman of the Remuneration Committee and a member of the Nominations Committee.

He is a company director, a business writer and a novelist. Mr Green is a non-executive director of QBE Insurance Group Limited, a member of the Australian Government Takeovers Panel, and a member of the Council of the National Library of Australia. Mr Green is co-founder of book publisher, Pantera Press. He was previously an investment banker at Macquarie Bank, as an executive director. His career before banking was in law, including as a partner at two major law firms. Mr Green is a resident of Australia.

The Nominations Committee of the Board conducted an individual review of Mr Green in June 2013. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Mr Green as a candidate for re-election.

Mr Green is regarded by the Board as an independent director.

Directors' recommendation

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

Resolution 2(d) – Ms Catherine Livingstone

Ms Livingstone joined the Board on 1 July 2007 and is a member of the Audit and Risk Committee and the Nominations Committee.

She is Chairman and a director of Telstra Corporation Limited and was formerly a director of Macquarie Bank Limited and Macquarie Group Limited. Ms Livingstone is also a director of Saluda Medical Pty Ltd and The George Institute for Global Health and is a member of the Advisory Board of the John Grill Centre for Project Leadership at The University of Sydney. She was Chairman of CSIRO from 2001 to 2006 and has also served on the boards of Goodman Fielder Limited and Rural Press Limited. Ms Livingstone was the Managing Director of Cochlear Limited from 1994 to 2000, taking it through to an initial public offer in 1995.

In 2000, Ms Livingstone received the Chartered Accountant in Business Award for that year and in 2002 was elected a Fellow of the Australian Academy of Technological Sciences and Engineering. She was further awarded in 2003 the Centenary Medal for service to Australian Society in Business Leadership and the 2006 Macquarie University Alumni Award for Distinguished Service (Professional). In 2008, Ms Livingstone was appointed an Officer of the Order of Australia for service to the development of Australian science, technology and innovation policies to the business sector. She has a Bachelor of Arts (Honors) in Accounting, is a Chartered Accountant and was the Eisenhower Fellow for Australia in 1999. Ms Livingstone is a resident of Australia.

The Nominations Committee of the Board conducted an individual review of Ms Livingstone in June 2013. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Ms Livingstone as a candidate for re-election.

Ms Livingstone is regarded by the Board as an independent director.

Directors' recommendation

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

Resolution 2(e) – Mr JB McNeil

Mr McNeil was appointed to the Board on 1 May 2010 and is a member of the Audit and

3. Remuneration Report

The Remuneration Report is set out on pages 46 to 59 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, 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. Risk Committee, Nominations Committee and the Remuneration Committee.

His appointment followed a 34 year career with ExxonMobil Corporation. He began with Exxon in 1974 and over the next two decades he was involved in a variety of engineering and operations assignments in the Middle East and in the USA. In 1994, Mr McNeil was appointed Offshore Division Manager responsible for production in the South China Sea. In 1996, he was appointed Director General for the Sakhalin 1 Project in Russia and in 2001, Vice President for Deep Water Development in Angola and Equatorial Guinea. Between 2003 and 2005, Mr McNeil held project development responsibilities for Russia and the Caspian region and in 2005 was appointed Vice President of Arctic Projects (Russia, Canada and Alaska). Mr McNeil retired from ExxonMobil in 2008. Mr McNeil is a resident of the United States of America.

The Nominations Committee of the Board conducted an individual review of Mr McNeil in June 2013. On the basis of that review, the Nominations Committee recommended, and the Board endorsed, Mr McNeil as a candidate for re-election.

Mr McNeil is regarded by the Board as an independent director.

Directors' recommendation

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

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 its key management personnel (KMP) named in the Remuneration Report or their closely related parties (such as close family members and any controlled companies), regardless of the capacity in which the vote is cast; or
• • as a proxy by a person who is a member of KMP at the date of the AGM or their closely related parties.

However, votes will not be disregarded if they are cast 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.

4. Grant of performance rights to Mr Andrew Wood

Under his employment agreement, the Company's Chief Executive Officer, Mr Andrew Wood, is eligible to receive annual long term incentive (LTI) grants, subject to meeting certain performance hurdles. It is proposed that the annual LTI grants to be awarded to Mr Wood in financial years ending 30 June 2014, 2015 and 2016 (FY2014, FY2015 and FY2016 respectively) will be in the form of performance rights granted under the WorleyParsons Performance Rights Plan (Plan) on the terms outlined below.

The Company is seeking approval for these grants of performance rights to Mr Wood in accordance with the ASX Listing Rules, 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).

The Board believes that "at risk" LTI awards form a key part of remuneration for senior executives and assists to align their interests with the longer term interests of shareholders.

Overview

It is proposed that in each of FY2014, FY2015 and FY2016, Mr Wood will be granted performance rights with a value up to a maximum of 85% of his annual fixed remuneration in the relevant financial year. Mr Wood's current fixed remuneration is

\$1,600,000 which means that the maximum value of his FY2014 grant will be \$1,360,000.

The number of performance rights to be granted to Mr Wood will be determined by dividing the grant value for the relevant financial year by the volume weighted average price of the Company's shares traded on the ASX over the 10 trading days immediately following the day on which the Company announces its annual results for that year.

Accordingly, it is not possible to specify the maximum number of performance rights to be granted to Mr Wood under this approval. The number of performance rights Mr Wood will receive will depend on the Company's future share price and Mr Wood's fixed remuneration in the relevant year. Mr Wood's fixed remuneration is reviewed annually.

Each performance right 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.

Performance hurdles

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 ("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 50% of Mr Wood's performance rights grant for FY2014, FY2015 and FY2016. The performance rights subject to the TSR performance hurdle will vest in accordance with the following table:

TSR measurement table

Relative TSR percentile ranking	Percentage of rights that may be exercised if the relative TSR performance hurdle is met
Less than 50th percentile	0%
At 50th percentile	25%
Greater than the 50th percentile but less than the 75th percentile	Pro-rated vesting between more than 25% and less than 50%
At the 75th percentile or greater	50% (i.e. maximum available under the plan)

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 performance hurdle comprises companies that compete against WorleyParsons for customers, people and projects. The peer group will be reviewed and set by the Board prior to each grant. The peer group for the FY2014 grant 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 Group, SNC-Lavalin, Stantec, Technip, Tecnicas Reunidas, Tetra Tech, UGL, URS Corporation and 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 50% of Mr Wood's performance rights grant for FY2014, FY2015 and FY2016. 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	Percentage of rights that may be exercised if the EPS performance hurdle is met
Less than 4% p.a. above the increase in Consumer Price Index (CPI)	0%
4% p.a. above the increase in CPI	25%
More than 4% p.a. above increase in CPI but less than 8% p.a. above the increase in CPI	Pro-rated vesting between more than 25% and less than 50%
8% p.a. or greater above the increase in CPI	50% (i.e. maximum available under the plan)

Broadly, 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 EPS performance hurdle and therefore the level of vesting of the EPS Tranche.

Up to 100% of the EPS Tranche will lapse if compound EPS is less than 4% p.a. above the increase in 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 their 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 the time of the grant.

Details provided in accordance with the ASX Listing Rules

• • No performance rights will be issued under this approval later than three years after the date of the AGM.
• • Shareholder approval was obtained for Mr Wood's FY2013 LTI grant at the 2012 Annual General Meeting. The number of performance rights granted to Mr Wood (at no cost to him) in accordance with that approval was 53,084.
• • Details of any securities issued under the Plan (and for which shareholder approval was given) will be published in each annual report relating to a period in which the securities have been issued, and the annual report will state that approval for the issue of securities was obtained under ASX Listing Rule 10.14.
• • Any additional persons (for whom shareholder approval is required) who become entitled to participate in the Plan after the resolution was approved and who are not named in this Notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.
• • No loans will be made available by the Company in relation to the grant of performance rights to Mr Wood.
• • No directors other than Mr Wood are entitled to participate in the Company's employee incentive schemes.

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 ASX 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, regardless of the capacity in which the vote is cast; or
• • as a proxy by a person who is a member of KMP at the date of the AGM or their closely related parties (such as close family members and any controlled companies of those persons).

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on item 4:

• • 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. Renewal of proportional takeover provision

Rule 6 of the Company's Constitution was last renewed at the 2010 AGM. Rule 6.4 provides that rule 6 ceases to be of effect three years after being adopted or renewed (whichever is later) unless it is renewed in accordance with the Corporations Act. Accordingly, rule 6 will cease to have effect on 26 October 2013. The Board considers it to be in the interests of the shareholders to renew the rule for a further three year period from the date of the AGM.

Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares (i.e. less than 100%). The Corporations Act allows a company to include in its constitution a provision which enables the company to refuse to register a transfer of shares under a proportional takeover bid, unless a resolution is first passed by shareholders approving the offer. This is what rule 6 is designed to achieve.

Effect of proportional takeover provision

If a proportional takeover bid is made, the Board must ensure that a meeting is held more than 14 days before the last day of the bid period, at which shareholders will consider a resolution to approve the takeover bid. Each shareholder has one vote for each fully paid share held. The vote is decided on a simple majority, and will be binding on all shareholders. The bidder and its associates are not allowed to vote. If the resolution is not passed, no transfer will be registered as a result of the takeover bid and the offer will be taken to have been withdrawn. If the resolution is not voted on, the bid is taken to have been approved. However, the Board will breach the Corporations Act if it fails to ensure the requisite resolution is voted on. If the bid is approved (or taken to have been approved), all valid transfers must be registered. The proportional takeover approval provision does not apply to full takeover bids.

Reasons for rule 6

A proportional takeover bid may result in control of the Company changing without shareholders having the opportunity to dispose of all their shares. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium (i.e. for all shares). The rule allows shareholders to decide by majority whether a proportional takeover bid is acceptable in principle.

Knowledge of any acquisition proposals

As at the date that this Notice of Meeting was prepared, no director was aware of any proposal by any person to acquire or to increase the extent of a substantial interest in the Company. This circumstance has had no impact on the Board's decision to propose this resolution.

Potential advantages and disadvantages

Each director considers that the takeover approval provision has no potential advantages or disadvantages for him or her.

They remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted or not.

The potential advantages of rule 6 for shareholders include:

• • shareholders have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed, which is likely to ensure that an intending bidder structures its offer in a way which is attractive to a majority of shareholders;
• • shareholders may avoid being locked in as a minority;
• • shareholders' bargaining power is increased and may assist in ensuring that any proportional takeover bid is adequately priced; and
• • knowing the view of the majority of shareholders may help each individual shareholder assess the likely outcome of the proportional takeover bid and decide whether to accept or reject an offer under the bid, and may avoid shareholders feeling pressure to accept the bid even if they do not want it to succeed.

The potential disadvantages for shareholders of rule 6 being reinserted include:

• • proportional takeover bids for shares in the Company may be discouraged, which may reduce any speculative element in the market price of the Company's shares arising from a partial offer being made;
• • shareholders may lose an opportunity to sell some of their shares at a premium; and
• • the likelihood of a proportional takeover succeeding may be reduced.

While the existing proportional takeover provision has been in effect, there have been no takeover bids for the Company. The Board is not aware of any potential bid that was discouraged by rule 6. The Board does not believe the possible disadvantages outweigh the advantages of renewing the proportional takeover provision for a further three years.

Directors' recommendation

The Board unanimously recommends that shareholders vote in favor of the resolution.

6. Approval of potential termination benefits

Why is shareholder approval being sought?

At the Company's 2010 AGM shareholders provided a three year approval for potential termination benefits provided under the WorleyParsons Performance Rights Plan. This approval lapses at the end of the 2013 AGM.

Shareholders are now requested to refresh this approval for a further three years. The approval request has been expanded to take into account changes to WorleyParsons' incentive plans and to ensure any payment in lieu of notice will be covered by the approval.

The Corporations Act restricts the benefits which can be given to personnel who hold a managerial or executive office (as defined in the Corporations Act) on leaving their employment with the Group. Under section 200B of the Corporations Act, the Company may only give a person a 'benefit' in connection with their ceasing to hold a managerial or executive office in the Group if it is approved by shareholders or an exemption applies.

Approval is being sought in respect of any current or future employees who are members of the Company's KMP (including the Chief Executive Officer (CEO)) at the time of their termination or at any time in the three years prior to their termination. If shareholder approval is obtained, the value of the approved benefits will be disregarded when calculating the relevant KMP's termination benefits cap for the purpose of subsection 200F(2)(b) or subsection 200G(1)(c) of the Corporations Act.

The Company does not pay retirement benefits to non-executive directors other than in accordance with the Company's statutory superannuation obligations. This approval does not apply to non-executive directors.

These are not additional benefits

Shareholders are not being asked to approve any increase in the remuneration or benefits for members of KMP or any variations to the existing discretions of the Board and its Committees. No change to the underlying employment arrangements or individual entitlements is being proposed. The approval sought is in relation to the Group's existing obligations to members of KMP, and to enable the Group to operate its remuneration programs to support the Company's strategy, as described in the Remuneration Report.

The termination entitlements of the Company's KMP are described in the Remuneration Report and have remained consistent for a number of years, even while the Group's remuneration structure and incentive plans have evolved to reflect changing market practice and governance standards. The Company's remuneration reports have received strong support from shareholders and other key stakeholders in the past. The Board considered that the termination arrangements for KMP were fair and reasonable at the time that they were agreed and implemented, and believe that they continue to be fair and reasonable.

What is the Company seeking approval for?

The Company is seeking shareholder approval for any potential termination benefits that may be provided to a current or future member of KMP including the CEO as:

• • a payment in lieu of notice under their employment agreement;
• • a cash or deferred equity incentive under the Combined Incentive Plan; and
• • a long term incentive under the Performance Rights Plan.

Approval does not guarantee that a KMP will receive termination benefits, but rather preserves the discretion of the Board and its Committees to determine the most appropriate termination package in accordance with the relevant employment agreement and plan rules.

If shareholder approval is obtained, it is the Board's intention that no other termination benefits will be provided to a KMP in connection with their ceasing to hold a managerial or executive office, other than statutory benefits such as accrued annual leave and long service leave and those termination benefits which are covered by this approval.

Termination benefits

The potential termination benefits on cessation of employment for which shareholder approval is sought are summarized below. References to the Remuneration Report refer to section 3 of the Remuneration Report in the 2013 Annual Report entitled 'Executive Remuneration in Detail' which is available on the Company's website www.worleyparsons.com.

Payment in lieu of notice

As described in the Remuneration Report, all members of KMP are employed under employment agreements which include six month notice periods, with the exception of the CEO who has a 12 month notice period.

Potential benefits/treatments

The Group may make a payment in lieu of some or all of the notice period. Where a payment in lieu of notice is made, the payment will be calculated by reference to KMP's fixed pay (including superannuation or pension contributions).

KMP do not receive any payment in lieu of notice if they are required to work out their notice period or if they are terminated for cause.

Combined Incentive Plan Awards

An award under the Combined Incentive Plan comprises a cash award (two-thirds of the award) paid as a gross cash amount at the end of the performance period and a deferred equity award (one-third of the award) deferred for a number of years in the form of performance rights granted under the WorleyParsons Performance Rights Plan.

Further details regarding the Combined Incentive Plan are provided in the Remuneration Report.

Potential benefits/treatments

To be eligible for a cash incentive payment, generally KMP must have been employed for at least three months of the financial year and remain in employment at the date of the payment.

However, if a KMP was to leave the Company due to permanent disability or other special circumstances (such as retirement, bona fide redundancy or other reasons with the approval of the Board), KMP may be eligible for a cash incentive payment at the discretion of the Board. If such a payment is made, it will generally be pro-rated.

Performance Rights Plan

Under the LTI plan, KMP are allocated performance rights which vest upon the satisfaction of the applicable performance hurdles. Further details regarding the LTI plan are provided in the Remuneration Report.

Performance rights are also granted to satisfy deferred equity awards under the Combined Incentive Plan.

All performance rights are delivered to KMP under the terms of the WorleyParsons Performance Rights Plan.

Potential benefits/treatments

Where a KMP leaves the Group before their performance rights have vested, the Board has discretion to determine that some or all of the performance rights will vest, and the basis (i.e. the conditions, timing, etc) on which such vesting occurs.

The Board's past practice has generally been to exercise this discretion where a KMP is a "good leaver". It believes that this discretion continues to be in the Company's best interests.

In exercising its discretion, where the Board allows retention of awards on termination, this is typically on a pro-rata basis and subject to the original performance requirements and timing.

The value of the termination benefits

The amount and value of the termination benefits for which the Company is seeking approval is the maximum potential benefit that could be provided under the relevant employment agreement and plan rules.

Under the applicable agreements and plan rules, KMP have certain entitlements and the Board (or its delegates) may exercise certain discretions, as summarized above, when a member of KMP leaves employment.

The amount and value of the termination benefits that may be provided cannot be ascertained in advance. This is because various matters, events and circumstances will or are likely to affect the calculation of the amount and value. The following matters, events and circumstances may affect the calculation of the amount or value of the benefits:

• the circumstances in which the KMP ceases employment and whether they serve all or part of any applicable notice period;

• • the KMP's base salary at the time they cease employment;
• • the KMP's base salary at the time the relevant awards are made;
• • the KMP's length of service and the portion of any relevant performance periods that have expired at the time they cease employment;
• • the number of unvested performance rights or other equity entitlements that the KMP holds at the time they cease employment and the number that the Board determines to vest, lapse or leave on foot;
• • the Company's share price when the value of any equity based termination entitlements is determined, and the terms of those entitlements (including performance conditions);
• • any other factors that the Board considers relevant when exercising its discretions, including where appropriate its assessment of the performance of the participant up to the termination date;
• • the jurisdiction and location in which the KMP is based at the time they cease employment, and the applicable laws in that jurisdiction; and
• • any changes in law between the date the Group enters into an employment agreement with a KMP and the date they cease employment.

Approval is sought for a three year period If approval is obtained, it will be effective for a period of approximately three years from the date the resolution is passed.

That is, shareholder approval will be effective:

• • in relation to any equity granted under the plans; or
• • if the Board (or its delegates) exercise certain discretions under the rules of the plans; or
• • if the member of the KMP ceases employment,

during the period beginning at the conclusion of the Company's Annual General Meeting in 2013 and expiring at the conclusion of the Company's Annual General Meeting in 2016. If considered appropriate, the Board will seek a new approval from shareholders at the Company's Annual General Meeting in 2016. It can be reasonably anticipated that aspects of relevant employment agreements, the WorleyParsons Performance Rights Plan and the Combined Incentive Plan will be amended from time to time in line with market practice and changing governance standards and, where relevant, these changes will be reported in the Company's future remuneration reports, forming part of the Company's future annual reports. However, it is intended that this approval will remain valid for as long as these agreements and plans provide for the treatment on cessation of employment set out in this Notice of Meeting.

The Company's Annual Report is available on the website at www.worleyparsons.com. Alternatively, shareholders can request hard copies by telephoning the Company's share registry on 1300 850 505 or from outside Australia on +61 3 9415 4000.

Directors' recommendation

The non-executive directors recommend that shareholders vote in favor of the approval of termination benefits in accordance with the terms outlined above.

Voting exclusion statement

If any shareholder is a member of the Company's KMP, a potential member of KMP, or an associate of a current or potential member of KMP and wishes to preserve the benefit of this resolution for that person, they should not vote on the resolution, or they will lose the benefit of the resolution as a result of the operation of the Corporations Act.

Additionally, in accordance with the Corporations Act, the Company will disregard any votes cast on item 6 as a proxy by a person who is a member of KMP at the date of the AGM or their closely related parties.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on item 6:

• • 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 6 is connected with the remuneration of the Company's KMP.

By Train

Wynyard, Martin Place and St James stations are just a five minute walk from The Westin Sydney.

Access to The Westin Sydney

From St James Station: Take Elizabeth Street exit and turn right. Turn left onto King Street and then right onto Pitt Street.

From Martin Place Station: Take Martin Place exit and walk down Martin Place. Turn left onto Pitt Street.

From Wynyard Station: Take George Street exit and follow George Street to 1 Martin Place and enter GPO building lobby.

From George Street: Enter via the GPO building, 1 Martin Place.

From Pitt Street: Enter via 159 Pitt Street.

By Bus

Sydney Buses: Buses stop on George Street and Elizabeth Street from most major locations within the city and surrounding suburbs.

Parking

159 Pitt Street Sydney NSW 2000

Parking, available at The Westin Sydney, is owned and operated by Secure Parking. Rates start at \$19 for 30 minutes and up to \$89 for a day. Other nearby parking options are available; see marked on map above.

TEP2	∑ T's PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
			66	Against
2(a)	To elect Mr John Grill as a director of the Company
2(b)	To re-elect Mr Larry Benke as a director of the Company
2(c)	To re-elect Mr John M Green as a director of the Company
2 (d)	To re-elect Ms Catherine Livingstone as a director of the Company
2(e)	To re-elect Mr JB McNeil as a director of the Company
3	To adopt the Remuneration Report
$\overline{4}$	To approve the grant of performance rights to Mr Andrew Wood
5	To approve the renewal of the proportional takeover provision
6	To approve potential termination benefits