WORLEY LIMITED — AGM Information 2017

Oct 26, 2017

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Level 15, 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

27 October 2017

ASX Release

WORLEYPARSONS LIMITED

(ASX: WOR)

The following addresses are attached and will be delivered today at the 2017 Annual General Meeting:

• Chairman’s Address – Mr John Grill

• Chief Executive Officer’s Address – Mr Andrew Wood

• Remuneration Committee Chairman’s Address – Mr Jagjeet Bindra

For further information please contact:

Mark Trueman Director Planning & Investor Relations Ph: +61 2 8456 7256 investor.relations@worleyparsons.com

www.worleyparsons.com

About WorleyParsons: WorleyParsons delivers projects, provides expertise in engineering, procurement and construction and offers a wide range of consulting and advisory services. We cover the full lifecycle, from creating new assets to sustaining and enhancing operating assets, in the hydrocarbons, mineral, metals, chemicals and infrastructure sectors. Our resources and energy are focused on responding to and meeting the needs of our customers over the long term and thereby creating value for our shareholders. WorleyParsons is listed on the Australian Securities Exchange (ASX:WOR).

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2017 ANNUAL GENERAL MEETING

CHAIRMAN’S ADDRESS

I will now turn to my formal Chairman’s Address

Our business has improved in many ways over the last 12 months. Gross margin and EBIT margins have increased, chargeability is on target, cash collection is improving and importantly, backlog for new work has increased. This improvement has been driven by the Realize our Future initiatives that have reshaped and resized the business to meet the changing market dynamics.

The reshaping and resizing the business has occurred through hard work and dedication over the last three years. Our four business lines - Advisian, Major Projects, Integrated Solutions and Services - are now more closely aligned with our customers with an ability to offer a full range of services from advisory to implementation to asset optimization. Key business development activities have been contained in a Global Sales and Marketing function to ensure global responses to global opportunities, and that all our capabilities can be delivered to all our customers.

As the resource and energy markets undergo continued structural changes with changes in commodity pricing, fuel choice and other fundamentals, the Company developed a strategic architecture to respond more dynamically to the changing market landscape. This will provide the company with a greater ability to capture revenue growth opportunities, systematically improve business performance and address the dramatic changes in the industry.

The three pillars of the new architecture focus on operational excellence, offering all of our value to all of our customers and positioning the business as a key player in the new resource and energy world. Andrew Wood will discuss progress against these pillars in his address.

Over the last 18-months significant effort has been given to resizing the business with annualised overheads reduced by $500 million. During the last financial year, we have closed or divested a further 14 offices around the world and we are currently active in 42 countries with 106 offices. I am pleased to say that we have also added two offices, one in Germany and the other in Azerbaijan – each at the specific request of one of our key global customers.

Our staff numbers have stabilized, with our workforce at 22,600 at the end of September. During FY2017 we achieved our targeted 85% staff utilization rate. We have embedded processes into the Company to drive ongoing operational improvement and share best practices. We have changed the Company’s cultural mindset to where change is now a constant with a continuous improvement expectation.

In terms of the resources and energy markets, they are at an interesting inflexion point. Our customers are now indicating that they are returning to modest capital and operational expenditure growth. Reflecting that view, our backlog increased during the year to $5.1 billion with growth across all our customer sector groups.

Moving onto our financial results, the Group reported an underlying net profit after tax of $123.2 million (which excludes $89.7 million of one off costs) down 19.5% on the 2016 underlying result. Significantly, as a result of improved customer delivery, our gross margin has increased, and with the benefits of our cost out program, EBIT and NPAT margins have increased from 2016.

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The Group delivered a positive operating cash flow of $78.9m. Our gearing at 29.1% remains within our target range, and leverage has reduced to 2.4 times.

The Board resolved not to pay a final dividend for financial year 2017 as the Company continues to ensure the strength of its balance sheet. We received a question from a shareholder enquiring as to when the Company will start paying dividends. The Board will reinstate the payment of dividends once the target balance sheet metrics are achieved, and with consideration of market conditions and other requirements for capital at that time.

Our uncompromising stand on safety continues to deliver industry leading results. We are one of the few companies in our industry that has been able to deliver improved safety performance during this period of disruption. This year, for our employees we had fewer recordable incidents leading to a flat Total Recordable Case Frequency Rate (TRCFR) compared to last year. For the broader coverage of employees and contractors we had a significant improvement of the TRCFR from 0.17 to 0.14 incidents per 200,000 man hours during the period.

Subsequent to year end, we announced that WorleyParsons is acquiring AMEC FosterWheeler’s United Kingdom oil and gas business for an enterprise value of $303 million. The acquisition is being funded via a successful $322 million entitlement offer.

The acquisition marks the end of a major period of transition for the Company and highlights that the company is on track to take advantage of market opportunities as they arise. The Board and management will continue to be vigilant in the way the business is managed, but we will also look to the future with optimism as we manage the business into the future.

I would like to thank those shareholders who participated in the entitlement offer. Andrew Wood will provide more detail on the acquisition.

One of our objectives has been to resize the Board to reflect the change in size of the company. We think the right number is seven or eight directors, with all being non-executive except for the CEO. The Company has undergone significant restructure, and renewal of the Board is part of that process.

Ron McNeilly will be retiring from the Board at the end of this meeting. Ron has been a member of the Board since listing in 2002, including many years as Chairman, Deputy Chairman and Lead Independent Director. We thank Ron for his enormous contribution to the growth and development of WorleyParsons during his tenure.

I would also like to take this opportunity to introduce you to Anne Templeman-Jones, who is sitting in the front row of the meeting with you today. I am pleased to announce that Anne will be joining the Board as a Director soon. Anne is an experienced Non-Executive Director, with experience on the Board of a number of ASX listed companies over her career. The Board is confident that Anne will provide valuable contributions to the diversity and mix of skills and experience on the Board. It is expected that Anne will join the Audit and Risk Committee. Anne will seek election from shareholders at the 2018 Annual General Meeting.

I expect to make announcements about further Board changes over the coming months.

We recognize that WorleyParsons’ reputation for honesty, integrity and ethical dealings is one of its key business assets and a critical factor in ensuring the Company’s ongoing success. All of WorleyParsons’ people, partners and our agents, are required to maintain the standard of ethical behaviour outlined in our Code of Conduct and as expected by our customers and shareholders.

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The Company fulfils its corporate responsibilities across all the parts of the world where we do business. We ensure that our programs are as effective and efficient as possible in delivering value to the communities we support. The WorleyParsons Foundation continues to grow, supporting a diverse range of activities and projects across the globe.

We have a continued commitment to environmental sustainability and improving the transparency of our own environment performance via robust reporting and disclosure practices. We note that in June 2017 the Financial Stability Board’s Taskforce on Climate-related Financial Disclosures (TCFD) released its final recommendations for reporting climate-related financial information. We will be working with industry to review its impact, what disclosures are appropriate and how we can help our customers address climate risk.

For the second year in a row, The Australian Council of Superannuation Investors awarded WorleyParsons the rating of “Leading” in corporate responsibility reporting practices. The target set for greenhouse gas emissions for FY16 was achieved and we have seen progress towards gender diversity with the 2020 measurable objective for women senior executives met this year. The Corporate Responsibility section of this Annual Report provides detail of these activities.

In closing, this has been a very difficult period for our staff. Our staff have demonstrated commitment above and beyond all reasonable expectations in supporting the significant change undertaken during the last 3 years. The Board acknowledges that commitment and contribution and expresses their deep appreciation to all of our people.

I would like to thank the directors, the Group Leadership Team, and all of our people for their contribution in what has been another difficult year as we transition to meet the challenges ahead. I would like to thank our shareholders for their continuing support and look forward to realizing the future of WorleyParsons together.

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2017 ANNUAL GENERAL MEETING

CHIEF EXECUTIVE OFFICER’S ADDRESS

Thank you John. Good afternoon ladies and gentlemen.

As John mentioned, we are in one of the biggest energy and resource industry transitions in 40 years. This has required significant adjustments to our Company to ensure we remain a viable and sustainable business and return to growth.

As I look back on the 2017 financial year, I reflect on the many successful outcomes delivered by our people in one of the toughest periods in our history.

Our unyielding stand on safety continues to deliver industry leading results. As outlined by the Chairman, we are one of the few companies in our industry that has been able to deliver improved safety performance during this period of disruption.

In terms of project work , we completed our work on the Hebron Topside, one of the most complex offshore projects ever undertaken. It includes the largest ever topside float over. We are particularly pleased that it received the Chairman’s safety award from ExxonMobil for two years in a row. TANAP, one of the world’s largest pipelines, continues its 1800 km journey from Georgia through Turkey to Greece where it connects to the TAP pipeline. The next phase of Tengizchevroil project (TCO) received its final investment decision during the period committing our team to deliver the largest, and one of the most complex, oil and gas developments in the world today.

We completed the Lake Turkana Wind Power Project in Kenya; 365 turbines installed in 362 days in one of the most remote places on the planet with full support and engagement of the local community. It will now deliver 310MW of power for a million Kenyan households which truly fulfils our purpose of helping our customers meet the world’s changing resources and energy needs.

We consolidated our strong capabilities throughout the company into a New Energy group to help our customers navigate the rapidly changing energy world. I am excited about the opportunity this represents as we seek to bring the resources and energy of our team to claim our position as a key player in this new world.

Our Realize our Future program, delivered approximately $500m in reduced overhead costs making us much more competitive. Whilst many parts of the Realize our Future program are now complete, it will continue to support the organization in maintaining sustainable performance in line with company strategy. Our staff numbers have stabilised with a utilisation rate consistently on or above our target.

Our customers are telling us that we are delivering improved performance to them. This is particularly pleasing as this generally leads to better margins and repeat business.

We continued to review and optimise the portfolio of our businesses to ensure the best deployment of capital. This resulted in a reduction of 14 offices and divesting two of our businesses.

We opened two new offices to support key customers – Ludwigshafen in Germany to support BASF and Baku in Azerbaijan to support BP. In Saudi Arabia, one of our strategic priorities, we saw significant new wins and growth from our existing customers including the extension of the Saudi Aramco General Engineering Services Plus contract and the Southern Area Gas contract.

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We made progress on our aim of strengthening the balance sheet by improving cash flow and conserving capital in order to reduce net debt.

Management maintains a sharp focus on collection of receivables, including those from the State Owned Enterprises we flagged earlier this year.

As mentioned by the Chairman, during the year we developed a strategic architecture to allow us to respond more dynamically to the changing world. The architecture is a framework that integrates all the strategic processes at WorleyParsons. It defines how we can improve our collective performance, accelerate our revenue growth and address the dramatic change in our industry in a systematic way.

The architecture is built around three pillars.

The first pillar is operational excellence ensuring that we always maintain a viable and competitive business. We need every single part of our business to pull its weight to ensure our overall collective performance.

The second pillar is to grow the business in the near term by offering all of our value to all of our customers. In the first half of this financial year we brought all of our business development under new leadership, establishing our Global Sales and Marketing team (GSM). We recognized the need to ensure our customers were being offered the best of our global capabilities at all times. We are seeing an improvement in our win rate across large and strategically important contracts.

The third pillar is to position the business to grow as a key player in the new world. There are several unstoppable trends in the world that will demand a new approach to the use of resources and sources of energy.

Subsequent to year end, as was mentioned by John Grill, we announced that we are acquiring Amec FosterWheeler’s UK oil and gas business (“AFW UK”). This acquisition provides the company with a number of strategic benefits which include: -

• Robust entry into the UK North Sea as a profitable market leader;

• Acceleration of our strategy to build a world class Maintenance, Modifications and Operations business, or “MMO”, as part of the Integrated Solutions business line;

• Combining AFW UK’s capabilities and strong track record with our global network to create a genuine global MMO business; and

• The addition of execution capability and experiences with mature systems and processes to support efficient global MMO execution.

This is a great opportunity for our company. The global MMO market is attractive and growing as it forms part of our customers’ long term operational expenditure or opex spend which is less susceptible to capital constrained cycles like the one we have just been through.

The acquisition is scheduled to complete today, UK time. We look forward to building on the AFW UK acquisition to become a leading player in the global MMO market.

The outlook we provided in August remains unchanged in that we are beginning to see increased activity from our energy and resources customers despite the constrained resource price environment. While our backlog remains strong, the medium term revenue outlook remains uncertain.

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Our focus on costs continues, while ensuring the sustainability of the cost savings already achieved. It is expected the benefits of the overhead savings achieved in FY2017 will be reflected in FY2018 earnings. We also expect our balance sheet metrics to continue to improve.

With the financial results of the acquisition of AFW UK starting to come through from November 2017, and the impact of Hurricane Harvey in Houston last quarter which is estimated to be approximately $3 million NPAT, we expect a higher than normal weighting of earnings to the second half.

In summary, we are now a much leaner and more agile business that is better able to take advantage of the changing market conditions. We have reshaped our business to maximize opportunities as they arise while at the same time ensuring we can translate those opportunities into solid margins and returns.

I would like to acknowledge the efforts of all of our people who have worked through a very difficult period to reach the point at which we are today. We could not have achieved all that we have without the significant sacrifice and commitment of all of them. I thank you all for your support.

To our shareholders, I would like to thank you for your patience as we have managed our way through difficult market conditions. I look forward to successfully leading the Company through the next phase of our growth.

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2017 ANNUAL GENERAL MEETING

REMUNERATION COMMITTEE CHAIRMAN’S ADDRESS

Thank you John and good afternoon, ladies and gentlemen.

My name is Jeet Bindra and I am the Chairman of the Board’s Remuneration Committee.

I will briefly cover how the 2017 financial results translated into remuneration outcomes for Key Management Personnel (or KMP) for the period, touch on the change to the KMP’s long term incentive plan performance criteria for Financial Year 2018, and update you on the non-executive directors’ remuneration for the year ahead.

Executive pay and performance during FY2017

The result for Financial Year 2017 saw improvements in our performance and a reshaping of the Company. As alluded to in my opening letter for the 2017 Remuneration Report, the year has been one that saw significant changes in the industry. We firmly believe that we are well prepared to manage this transitionary period into the future.

Our Remuneration philosophy states that our KMP’s remuneration and incentives should be aligned with long term shareholder outcomes. We believe that our remuneration plan outcomes have achieved that alignment for Financial Year 2017. I will briefly run through these with you now.

During Financial Year 2017, the Board determined not to provide increases to our KMP’s Fixed Pay and the CEO retained his reduced Fixed Pay which has applied since 1 July 2015 following his request to reduce it by 10% at that time.

The Board determined, based upon the achievement of some extremely challenging key performance indicators in 2017, that a partial cash payment through the executives’ variable pay arrangements, should be made, these equate to approximately 20% of the target opportunity. This payment was considered appropriate in the context of the significant progress made in reshaping and restructuring the business including exceeding cost reduction targets for the year. This was the first time a bonus payment has been made since the 2012 Financial Year and we believe, illustrates to shareholders that annual bonuses at WorleyParsons are truly at risk. Details of these are found on pages 44 and 50 of the Remuneration Report.

In response to some concerns from shareholders last year in regards to the minimum floor for the Share Price performance Rights (which we call SPPRs), the Board determined to make an adjustment by increasing it from 50% to a higher floor of 70% of the original grant price. The Board maintains the view that the SPPR vehicle provides direct alignment between senior executive pay outcomes and the outcomes for shareholders. The actions taken to reshape and resize the business have improved the fundamentals of our business and thereby delivered value to shareholders. It also provides an additional retention mechanism which is particularly important during challenging times.

Based on the results there has been no vesting during Financial Year 2017 of the relevant tranche of the KMP’s Long Term Incentives. These were subject to the achievement of relative Total Shareholder Return and Earnings per Share growth targets.

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FY2018

For the 2018 financial year, the Long Term Incentive grant will apply two performance hurdles, these being Relative TSR and EPS growth, which is consistent with prior years with the exception of the 2017 grant when we substituted the EPS growth with strategic targets which were consistent with the focus at the time. A four year vesting period will apply to the long term incentives. This is broken down as the measurement of the performance achieved over a three year period and an additional one year restriction period, which aligns well with our international peers.

Further details on this can be located on page 40 of the Annual Report in the Remuneration Report’s Key Shareholder Questions section.

Non-Executive Directors

The non-executive directors’ fees for the 2018 financial year have been frozen, and this will be for the sixth consecutive year. It should be noted that John Grill has again determined to waive his Chairman fee for the 2018 financial year as he did in 2017.

Concluding comments

I would like to close out my speech by thanking you, our shareholders, for your support over the year, and as always, we continue to welcome your feedback to ensure the remuneration framework remains suitably structured in regards to corporate governance best practice and alignment with long term shareholder wealth outcomes.

Thank you.

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