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WORLEY LIMITED Board/Management Information 2012

Jul 5, 2012

66073_rns_2012-07-05_f443f103-461a-490e-88fd-435330d6440d.pdf

Board/Management Information

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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

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6 July 2012

ASX Release

WORLEYPARSONS LIMITED

(ASX: WOR)

WorleyParsons announces Chief Executive Officer Succession

Chairman, Ron McNeilly, today announces that the Board of WorleyParsons has appointed Andrew Wood as WorleyParsons’ Chief Executive Officer and Managing Director, effective at the conclusion of the company’s 2012 Annual General Meeting (AGM) on 23 October 2012. At that time Andrew will also join the WorleyParsons Board.

Andrew is a member of the company’s Executive Committee and currently holds the role of Group Managing Director – Finance with responsibility for Group-wide direction and support to the business functions of Finance, Information Management, Internal Procurement and Communications, Legal and Risk. Over his 18 years of service with WorleyParsons, Andrew has held a number of other key leadership positions including Managing Director of International Operations and Regional Managing Director for Australia and New Zealand. He was responsible for WorleyParsons' early expansion into Thailand and the Middle East, Canada and Chile and subsequently managed the transformational acquisitions of Parsons E&C Corporation in November 2004 and The Colt Group of Companies in March 2007. Andrew has over 30 years’ experience in the oil and gas industry and holds a Bachelor Degree in Engineering and Graduate Diplomas in Financial Management and Labour Management Relations. He is also a Fellow of the Institution of Engineers, Australia. He is 52 years old.

Andrew will take over as CEO from John Grill who, more than 40 years ago, joined the company that became today’s WorleyParsons and led its growth from a small private domestic engineering firm to a publicly-listed company with global operations, approximately 40,000 employees in 44 countries and a market capitalisation today of approximately $6 billion. WorleyParsons is recognized as a global leader in the markets in which it operates.

Although John will retire as CEO and a director of the company after the AGM, he has accepted the unanimous invitation of the Board’s non-executive directors to re-join the Board in February 2013, following the release of the company’s first half 2013 financial results. At that time he will become non-executive Chairman of the Board and Ron McNeilly will become Deputy Chairman and Lead Independent Director.

In congratulating Andrew on his appointment as CEO designate, Ron McNeilly said: “Andrew has been identified by the Board as the right leader for WorleyParsons at this stage in its evolution. The Board has made this decision in the firm knowledge that Andrew is supported by a very capable senior executive team, both at the Executive Committee and CEO’s Committee levels. It signals our transition from a very successful past to a future that is full of opportunity and promise for the company.”

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“The Board made the decision to appoint Andrew from a very strong field of internal candidates following a CEO succession selection process which has extended over approximately two years. The rigorous and externally benchmarked process has demonstrated that the depth of management talent and experience within the company is very impressive. It has also confirmed that the Board’s decision to appoint from within was correct.”

John Grill also extended his congratulations to Andrew and said: “I am confident that Andrew’s skills, experience and vision for the future of WorleyParsons will result in strong and successful leadership of the company. We have a very effective senior leadership team and I thank all of them for their support of Andrew’s appointment. I am looking forward to working with Andrew over the transition period and, after a break, taking on a new challenge as Chairman of the Board.”

Andrew Wood commented: “I am honoured to be selected as the next CEO of WorleyParsons. John has provided a legacy of achievement that has established the foundation and the inspiration for the future growth of the business. I know that we have the right strategies, an exceptional leadership team and the talented and committed people to continue to deliver for our customers and shareholders and continue the growth that has been a hallmark of our company. I am looking forward to working with the senior executive team, John and the Board over the next few months to ensure a smooth transition.”

A summary of significant contractual terms of the employment contract agreed between the parties is set out on Attachment 1.

For further information please contact:

John Grill Chief Executive Officer Ph: +61 2 8923 6866 www.worleyparsons.com

Geoff Fowlstone Fowlstone Communications Ph: +61 2 9955 9899 Mob: +61 413 746 949 [email protected]

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Attachment 1

WorleyParsons Limited

Summary of key terms and conditions of employment of Andrew Wood

1. Appointment

Andrew Wood is appointed to the position of Chief Executive Officer and Managing Director of WorleyParsons Limited, to take effect from 23rd of October 2012.

2. Term

This is a permanent full-time appointment and effective 23rd of October 2012 on an ongoing basis with no fixed term.

3. Location

The principal place of work is Sydney, Australia.

4. Remuneration

4.1. Fixed Pay

Fixed Pay of A$1.6 million includes cash salary, salary sacrifice benefits and any associated fringe benefits tax cost, and superannuation.

4.2. Review of the remuneration package

The remuneration package will be reviewed annually at the discretion of the Board.

4.3. Combined Incentive Program

For the financial year ending 30 June 2013, the target under the WorleyParsons Combined Incentive Program will be equivalent to 150% of Fixed Pay with one third of the resulting reward to be deferred in accordance with the terms of the Combined Incentive Program.

4.4. Long Term Incentive

For the financial year ending 30 June 2013, the Long Term Incentive opportunity will be equivalent to 85% of Fixed Pay.

5. Termination

The employment agreement provides that either party may end the employment at any time by giving 12 months prior written notice.

6. Restrictions after employment ends

The employment contract restrains the employee from competing with WorleyParsons for a 12 month period after leaving the company.

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